District Of Columbia 2023-2024 Regular Session

District Of Columbia Council Bill B25-0267 Compare Versions

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1- ENROLLED ORIGINAL
2-
3-
4-
1+•jI
2+/
3+April 24, 2023
4+. I
5+Dear Chairman Mendelson:
6+I urge the Council to take prompt and favorable action on the enclosed legislation.
7+Sincerely,
8+Honorable Phil Mendelson
9+Chairman
10+Council of the District of Columbia
11+John A. Wilson Building
12+1350 Pennsylvania Avenue, NW, Suite 504
13+Washington, DC 20004
14+The legislation will approve Contract No. DCHBX-2023-E-0001 with Experian Consumer
15+Services to provide DC Health Link customers with identity and credit monitoring protection in
16+response to a data breach that involved personally identifiable information. In addition, the
17+legislation will approve payment for services received and to be received under the contract.
18+If you have any questions regarding this legislation, please have your staff contact Kenneth
19+Wallington, Contracting Officer, DC Health Benefit Exchange Authority, at (202) 679-5952.
20+i
21+/
22+MURIEL BOWSER
23+MAYOR
24+Enclosed for consideration and enactment by the Council of the District of Columbia is ah
25+emergency bill, the “Contract No. DCHBX-2023-E-0001 with Experian Consumer Services
26+Approval and Payment Authorization Emergency Act of2023,” and the accompanying emergency
27+declaration resolution.
28+urfel Bowser /
29+A BILL
30+IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
31+BE IT ENACTED BY THE COUNCIL OF THE DISTRICT OF COLUMBIA,
32+That this act may be cited as “Contract No. DCHBX-2023-E-0001 with Experian21
33+Consumer Services Approval and Payment Authorization Emergency Act of 2023”.22
34+Sec. 2. Pursuant to section 451 of the District of Columbia Home Rule Act,23
35+24
36+25
37+26
38+the Council approves Contract No. DCHBX-2023-E-0001 with Experian Consumer27
39+Services to provide DC Health Link customers with identity and credit monitoring28
40+29
41+30
42+Sec. 3. Fiscal impact statement.
43+32
44+33
45+i
546 1
6-AN ACT
7-
8-__________
9-
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11-IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
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13-__________________
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59+' 14
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63+18
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65+20
66+chairman Phil Mendelson
67+at the request of the Mayor
1668 To approve, on an emergency basis, Contract No. DCHBX-2023-E-0001 with Experian
1769 Consumer Services to provide DC Health Link customers with identity and credit
18-monitoring protection, and to authorize payment for the goods and services received and
19-to be received under the contract.
70+monitoring protection, and to authorize payment for the goods and services
71+received and to be received under the contract.
72+approved December 24, 1973 (87 Stat. 803; D.C. Official Code § 1-204.51) and
73+notwithstanding the requirements of section 202 of the Procurement Practices Reform
74+Act
75+ of 2010, effective April 8, 2011 (D.C. Law 18-371; D.C. Official Code § 2-352.02),
76+The Council adopts the fiscal impact statement of the Chief Financial Officer as
77+the fiscal impact statement required by section 4a of the General Legislative Procedures
78+31
79+protection and authorizes payment in the not-to-exceed amount of $3,400,000 for the
80+** goods and services received and to be received under the contract. Act
81+ of 1975, approved October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1-34
82+35301.47a).
83+Sec. 4. Effective date.36
84+This act shall take effect following approval by the Mayor (or in the event of veto37
85+38
86+39
87+Columbia in section 412(a) of the District of Columbia Home Rule Act, approved40
88+December 24, 1973 (87 Stat. 788; D.C. Official Code § l-204.12(a)).41
89+2
90+by the Mayor, action by the Council to override the veto), and shall remain in effect for
91+no longer than 90 days, as provided for emergency acts of the Council of the District of Consumerinfo.com dba Experian Consumer ServicesProposed Contractor:
92+Not-to-Exceed (NTE) $3,400,000.00$Contract Amount:
93+Unit and Method of Compensation: Fixed price
94+Term of Contract: March 9, 2023 through September 30, 2023
95+RequirementsType of Contract:
96+Emergency ContractSource Selection Method:
97+$3,400,000.00 (NTE)Base Period Amount:
98+1
99+Pursuant to section 202(c-l) of the Procurement Practices Reform Act of 2010, as amended, D.C.
100+Official Code § 2-352.02(c-l), the following contract summary is provided:
101+Option Period 2 Amount: $
102+Explanation of difference from base period (if applicable):
103+Option Period 3 Amount: $
104+Explanation of difference from base period (if applicable):
105+Option Period 4 Amount: $
106+Explanation of difference from base period (if applicable):
107+Option Period 1 Amount: $
108+Explanation of difference from base period (if applicable):
109+GOVERNMENT OF THE DISTRICT OF COLUMBIA
110+Office of Contracting and Procurement
111+(B) For a contract containing option periods, the contract amount for the base period and for
112+each option period. If the contract amount for one or more of the option periods differs from
113+the amount for the base period, provide an explanation of the reason for the difference:
114+COUNCIL CONTRACT SUMMARY
115+(Retroactive)
116+(A) Contract Number: DCHBX-2023-E-0001 There were no protests.
117+2
118+(C) The goods or services to be provided, the methods of delivering goods or services, and any
119+significant program changes reflected in the proposed contract:
120+(D) The selection process, including the number of offerors, the evaluation criteria, and the
121+evaluation results, including price, technical or quality, and past performance components:
122+(G) The period of performance associated with the proposed change, including date as of which
123+the proposed change is to be made effective:
124+Identity and credit monitoring protection for DC Health link customers delivered by internet.
125+Services also include the facilitation of calls at the contractor’s call center.
126+The vendor was selected in accordance with HBX’s emergency procurement policies and
127+procedures.
128+ HBX received quotes from two (2) vendors. The selected vendor offered the lowest
129+prices that met HBX’s requirements.
130+March 9, 2023, through September 30, 2023. The proposed change date is to be made effective
131+March 17, 2023 through September 30, 2023.
132+The work or services performed pursuant to an agreement that does not, on its own, require Council
133+review, are the following: $315,359.85 plus $388,214.32. The work or services performed pursuant
134+to a proposed change are the following: $543,135.58 plus $174,418.50. Moreover, additional work
135+or services will be performed (see answer in (I)).
136+(E) A description of any bid protest related to the award of the contract, including whether the
137+protest was resolved through litigation, withdrawal of the protest by the protestor, or
138+voluntary corrective action by the District. Include the identity of the protestor, the grounds
139+alleged in the protest, and any deficiencies identified by the District as a result of the protest:
140+(H) The value of any work or services performed pursuant to a proposed change for which the
141+Council has not provided approval, disaggregated by each proposed change if more than one
142+proposed change has been aggregated for Council review:
143+(F) The background and qualifications of the proposed contractor, including its organization,
144+financial stability, personnel, and performance on past or current government or private
145+sector contracts with requirements similar to those of the proposed contract:
146+Experian is an award winning globally recognized company offering credit and identity protection
147+monitoring services. They have decades of experience with over 6000 employees in the United
148+States. Experian holds contracts with the federal government. They are a financially stable company
149+as demonstrated through their Dun & Bradstreet supplier qualifier report. Additionally, as a
150+publicly held company, Experian’s financial information is made publicly available in their
151+financial
152+ reports and updates. March 16, 2023
153+i
154+(L) The reason for the proposed change:
155+(M) The legal, regulatory, or contractual authority for the proposed change:
156+3
157+■i
158+(K) The reason why the proposed change was sent to Council for approval after it is.intended to
159+take effect:
160+The original contract amount (comprised of orders for services in the amounts of $315,359.85 and
161+$388,214.32) is $703,574.17. As referenced in (H), the aggregate dollar value of the proposed
162+changes above this amount is $717,554.08 ($543,135.58 plus $174,418.50). The contract approval
163+includes an additional amount of up to $1,978,871.75. The additional $1,978,871.75 was calculated
164+on a fixed unit price assumption for the number of consumers who enroll in Experian credit and
165+identity monitoring services above an initial 7% enrollment rate.
166+On March 6, 2023, the DC Health Benefit Exchange Authority (“DC Health Link”) received notice
167+that data for some DC Health Link customers had been published on a data breach forum. HBX
168+immediately launched a comprehensive investigation, began working with law enforcement, and
169+engaged a third-party expert forensics firm to investigate. As a result of the investigation, two
170+distinct groups were identified - (Group 1) individuals we know were impacted by the data breach
171+because their information was taken and posted publicly and (Group 2) individuals whose
172+information we now know was stored in the same manner as the first group, but we do not have
173+actual evidence that information for Group 2 was compromised.
174+Preparations could not be made to seek Council approval prior to authorizing contract performance
175+because HBX had a legal obligation to immediately address a data breach that involved DC Health
176+Link consumers’ personally identifiable information, and to take all actions necessary to mitigate
177+the risk of harm to consumers as quickly as possible.
178+To provide additional DC Health Link customers with credit and identify monitoring protection
179+because of the data breach.
180+All people in Group 1 and Group 2 were provided with three years of free identity and credit
181+monitoring services for all-three major credit bureaus. The three years of credit monitoring
182+protection includes all dependents, spouses, and children currently enrolled (or enrolled in the past).
183+In addition, to help regain public trust and out of an abundance of caution, HBX will allow
184+customers not impacted to sign up for the same three years of monitoring.
185+(I) The aggregate dollar value of the proposed changes as compared with the amount of the
186+contract
187+ as awarded:
188+(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
189+There is no subcontracting plan. This procurement was issued as an emergency procurement.
190+(O) Performance standards and the expected outcome of the proposed contract:
191+There has been no expenditure of funds.
192+The contract has been reviewed for legal sufficiency and deemed legally sufficient (Attachment B).
193+4
194+(N) A summary of the subcontracting plan required under section 2346 of the Small, Local, and
195+Disadvantaged Business Enterprise Development and Assistance Act of 2005, as amended,
196+D.C. Official Code § 2-218.01 etseq. (“Act”), including a certification that the subcontracting
197+plan meets the minimum requirements of the Act and the dollar volume of the portion of the
198+contract to be subcontracted, expressed both in total dollars and as a percentage of the total
199+contract amount:
200+(P) The amount and date of any expenditure of funds by the District pursuant to the contract
201+prior to its submission to the Council for approval:
202+(Q) A certification that the proposed contract is within the appropriated budget authority for the
203+agency
204+ for the fiscal year and is consistent with the financial plan and budget adopted in
205+accordance with D.C. Official Code §§ 47-392.01 and 47-392.02:
206+(R) A certification that the contract is legally sufficient, including whether the proposed
207+contractor has any pending legal claims against the District:
208+(S) A certification that Citywide Clean Hands database indicates that the proposed contractor is
209+current with its District taxes. If the Citywide Clean Hands Database indicates that the
210+proposed contractor is not current with its District taxes, either: (1) a certification that the
211+contractor has worked out and is current with a payment schedule approved by the District;
212+or (2) a certification that the contractor will be current with its District taxes after the District
213+recovers any outstanding debt as provided under D.C. Official Code § 2-353.01(b):
214+Experian will provide quality reputable identity and credit monitoring services to DC Health Link
215+customers because of the data breach.
216+The Agency Chief Financial Officer has provided a certification of the availability of funding for
217+the proposed contract (Attachment A).
218+Experian is in compliance with DC taxes per their Clean Hands report dated March 30, 2023
219+(Attachment C).
220+(T) A certification from the proposed contractor that it is current with its federal taxes, or has
221+worked out and is current with a payment schedule approved by the federal government: ( None
222+No determination and findings issues.
223+www.hbx.dc.gov
224+www.hbx.dc.gov
225+5
226+(U) The status of the proposed contractor as a certified local, small, or disadvantaged business
227+enterprise as defined in the Small, Local, and Disadvantaged Business Enterprise
228+Development and Assistance Act of 2005, as amended, D.C. Official Code § 2-218.01 et seq.‘.
229+(V) Other aspects of the proposed contract that the Chief Procurement Officer considers
230+significant:
231+(X) Any determination and findings issues relating to the contract’s formation, including any
232+determination and findings made under D.C. Official Code § 2-352.05 (privatization
233+contracts):
234+(Y) Where the contract, and any amendments or modifications, if executed, will be made
235+available online:
236+(Z) Where the original solicitation, and any amendments or modifications, will be made available
237+online:
238+Experian is current with its federal taxes as indicated by the System of Award Management (SAM)
239+record results (Attachment D).
240+Experian is not a certified-local, small, or disadvantaged business enterprise as defined in the Small,
241+Local,'and Disadvantaged Business Enterprise Development and Assistance Act of 2005.
242+Experian has no record of debarment or suspension actions on the federal and District excluded
243+parties lists (Attachment E).
244+(W) A statement indicating whether the proposed contractor is currently debarred from providing
245+services or goods to the District or federal government, the dates of the debarment, and the
246+reasons for debarment: Notice Number: L0009406292Date of Notice:March 30, 2023
247+CERTIFICATE OF CLEAN HANDS
248+As reported in the Clean Hands system, the above referenced individual/entity has no outstanding
249+1
250+1101 4th Street SW, Suite W270, Washington, DC 20024/Phone: (202) 724-S045/MyTax.DC.gov
251+CONSUMERINFO.COM INC
252+475 ANTON BLVD
253+COSTA MESA CA 92626-7037
254+To validate this certificate, please visit MyTax.DC.gov. On the MyTax DC homepage, click the
255+“Validate a Certificate of Clean Hands” hyperlink under the Clean Hands section.
256+Authorized By Melinda Jenkins
257+Branch Chief, Collection and Enforcement Administration
258+Government of the District of Columbia
259+Office of the Chief Financial Officer
260+Office of Tax and Revenue
261+FEIN: **-***5932
262+Case ID: 1461774
263+1101 4th Street, SW
264+Washington, DC 20024
265+!
266+I
267+I
268+I
269+I
270+% y
271+X
272+liability with the District of Columbia Office of Tax and Revenue or the Department of Employment
273+Services. As of the dateabove, the individual/entity has complied with DC Code § 47-2862, therefore
274+this
275+ Certificate of Clean Hands is issued.
276+/ i
277+TITLE 47. TAXATION, LICENSING, PERMITS, ASSESSMENTS, AND FEES
278+V r y CHAPTER 28 GENERAL LICENSE
279+SUBCHAPTER II. CLEAN HANDS BEFORE RECEIVING A LICENSE OR PERMIT
280+. D.C. CODE § 47-2862 (2006)
281+§ 47-2862 PROHIBITION AGAINST ISSUANCE OF LICENSE OR PERMIT Office of the Chief Financial Officer
282+MEMORANDUM
283+TO:
284+FROM:
285+THRU:
286+April 5, 2023DATE:
287+SUBJECT:
288+Vendor: Experian Contract#: DCHBX-2023-E-0001
289+Funding Period: 03/09/2023 to 09/30/2023 (Non-PATEO)Fiscal Year 2023
290+AmountAccountFund^ProgramFY
291+70119 71320012023 $3,400,0008362003100080HI0
292+$3,400,000FY 2023 Contract Total:
293+Should you have any questions, please contact me at 202-503-5272.
294+1225 I Street, N.W., Washington, D.C. 20005 (202) 715-7576 FAX (202)730-1658
295+Delicia V. Moore
296+Associate Chief Financial Officer
297+Human Services Support Cluster
298+Kenneth Wallington
299+Contracting Officer
300+DC Health Benefit Exchange Authority
301+Marjorie V. Edmonds
302+Agency Chief Financial Officer
303+DC Health Benefit Exchange Authority
304+Agency
305+Code
306+Cost
307+Center
308+GOVERNMENT OF THE DISTRICT OF COLUMBIA
309+DC Health Benefit Exchange Authority
310+Certification of Funding Availability for Experian, Contract #DCHBX-2023-E-0001
311+The Office of the Chief Financial Officer hereby certifies that the sum of $3,400,000 is included in the
312+DC
313+ Health Benefit Exchange Authority’s Enterprise Fund budget for Fiscal Year 2023 to fund the costs
314+associated with the Agency’s contract with Experian to provide credit and identity monitoring for the
315+District’s ACA participants. This certification supports the Experian contract during the period from
316+March 9, 2023 to September 30, 2023. The fund allocation is as follows: GOVERNMENT OF THE DISTRICT OF COLUMBIA
317+LEGAL SUFFICIENCY MEMORANDUM
318+TO:
319+FROM:
320+I
321+April 7, 2023DATE:
322+i
323+SUBJECT:
324+i
325+Pursuant to section 451 of the District of Columbia Home Rule Act, approved December 24,1973
326+(87 Stat. 803; D.C. Official Code § 1-204.51) and notwithstanding the requirements of section 202
327+of the Procurement Practices Reform Act of 2010, effective April 8, 2011 (D.C. Law 18-371; D.C.
328+Official
329+ Code § 2-352.02), Council approval of Contract No. DCHBX-E-2023-0001 between the
330+District of Columbia Health Benefit Exchange Authority and Experian Consumer Services
331+(Experian), is required for services received and to be received under the contract.
332+I have reviewed the proposed award and the underlying contract and certify that it is legally
333+sufficient.
334+Tommy Wells, Director
335+Office of Policy and Legislative Affairs
336+Executive Office of the Mayor
337+Brian K. Flowers
338+General Counsel
339+DC Health Benefit
340+Exchange Authority
341+If you have any questions regarding this certification, please do not hesitate to contact me at
342+(202)812.8444.
343+I
344+Brian K. Flowers
345+The proposed contract action is to award a new contract in the not-to-exceed amount of $3.4
346+million to Experian Consumer Services (Experian) to provide three years of free identity and credit
347+monitoring services for all three major credit bureaus to D.C. Health Link customers whose data
348+was published on a data breach forum. The three years of monitoring protection includes all
349+dependents, spouses, and children enrolled. Experian is a multinational consumer credit reporting
350+company that collects and aggregates information on more than a billion people and businesses.
351+Legal Sufficiency Review of Contract No. DCHBX-E-2023-0001.
352+Contractor: Experian Consumer Services
353+Amount: $3,400,000.00 UOCUSign tnveiope II): a/A«AAA2-yi1U-4tCb-A/Ab-hC2318/43«bU
354+3. Requisition/Purchase Request/Project No. Page 1 of 72. Effective Date1. Contract Number
355+DCHBX-2023-E-0001
356+f
357+5. Delivery Address:
358+i
359+8. Accounting and Appropriation Data7. Reserved for future use
360+9F. Total9E. Unit Price9C. Quantity 9D. Unit9A. Item 9B. Supplies/Services
361+4
362+13C. Date12C. Date
363+M
364+DocuSigned by.
365+Contractor agrees to furnish and deliver all items or
366+perform all the services set forth or otherwise identified
367+above and on any continuation sheets for the
368+consideration stated herein. The rights and obligations of
369+the parties to this contract shall be subject to and
370+governed by the following documents:
371+Via electronic format through the DC Vendor Portal,
372+httDs://vendorportal.dc.gov
373+See Price
374+Schedule
375+( ) 11. AWARD (Contractor is not required to sign this
376+document)
377+Your offer on Solicitation Number including the additions or
378+changes made by you which additions or changes are set forth
379+in full above is hereby accepted as to the items listed above and
380+on any continuation sheets. This award consummates the
381+contract which consists of the following documents:
382+(a) The Government's solicitation and your offer, and (b) this
383+award/contract. No further contractual document is necessary.
384+See price
385+Schedule
386+NTE
387+$3,400,000.00
388+Consumerlnfo.com, Inc. aka Experian
389+Consumer Services
390+475 Anton Blvd.
391+Costa Mesa, CA 92626
392+Tel-714-227-2204
393+Contact Person- Michael Morelli
394+Michael.morelli@experian.com
395+i
396+>
397+^—DocuSigned by:
398+(AWIHWR^fesentative’s Signature)
399+/•jhperlonv
400+v.MZ,./
401+DC Health Benefit Exchange Authority
402+1225 T Street, NW, 4* Floor
403+Washington, DC 20005
404+6. Contractor shall submit all invoices to:
405+13A. Name of Contracting Officer
406+Kenneth Wallington
407+13B. District of Columbia
408+12A. Name and Title of Signer (Type or print)
409+___
410+David Proctor
411+I
412+3
413+_____Credit and identity monitoring services
414+Contracting Officer will Complete Item 10 or 11 as Applicable: Item 10 is Applicable
415+(X) 10. CONTRACTOR ’S NEGOTIATED AGREEMENT
416+^Contractor is required to sign this document and return
417+copies to issuing office.)
418+March 9,2023
419+4. Name and Address of Contractor:
420+April e, 2023 i 2:28 PM (Extracting Officer’s Signature) uocubign tnveiope id: »/AaAAAZ-yiiu-4tc;a-A/’Ab-bU2ji«M3«hD
421+SECTION B
422+SUPPLIES OR SERVICE AND PRICE/COST
423+\
424+B. 1
425+B.1.1
426+B.2
427+REQUIREMENTS CONTRACTB.3
428+i
429+b)
430+B.4PRICE SCHEDULE
431+B.4.1
432+I
433+This contract is being awarded as authorized by DC Official Code 31-3171.04(a)(5) and 2-351,05(c)(22)
434+and in accordance with DC Health Benefit Exchange Authority Contracting and Procurement Policies and
435+Procedures, Section III B - Emergency Procurements.
436+The DC Health Benefit Exchange Authority (HBX) awards a contract to Experian Consumer Services
437+(
438+“Contractor”) to provide credit and identification monitoring services.
439+The District awards a Requirements type of contract with fixed unit prices and an assumption based on a
440+7% fixed redemption rate.
441+j
442+1
443+Delivery or performance shall be made only as authorized in accordance with the Ordering
444+Clause, (E.6). The District may issue orders requiring delivery to multiple destinations or
445+performance at multiple locations. If the District urgently requires delivery before the earliest
446+date that delivery may be specified under this contract, and if the Contractor shall not accept an
447+order providing for the accelerated delivery, the District may acquire the urgently required
448+goods or services from another source.
449+There is no limit on the number of orders that may be issued. The District may issue orders
450+requiring delivery to multiple destinations or performance atmultiple locations.
451+The price schedule is in accordance with Identityworks Products & Services Order Form.
452+B.4.1.1 This contract shall not exceed $3,400,000.00 unless authorized by the Contracting Officer.
453+The District will purchase its requirements of the articles or services included herein from the
454+Contractor. The estimated quantities stated herein reflect the best estimates available. The estimate shall
455+not be construed as a representation that the estimated quantity will be required or ordered, or that
456+conditions affecting requirements will be stable. The estimated quantities shall not be construed to limit
457+the quantities which may be ordered from the Contractor by the District or to relieve the Contractor of
458+its obligation to fill all such orders.
459+a) Docubign tnveiope id: «/AaAAA2-ynu-4tUb-A/At>-i-U2yia/4J«bD
460+SECTION C
461+STATEMENT OF WORK
462+C.l
463+C.2
464+C.3
465+C.4.1
466+SCOPE
467+The DC Health Benefit Exchange Authority (HBX) awards a contract to Experian Consumer Services
468+(
469+“Contractor”) to provide credit and identification monitoring services.
470+BACKGROUND
471+I
472+i
473+1
474+The DC Health Benefit Exchange Authority recently experienced a data breach. HBX takes the data breach
475+of enrollee information very seriously. On Monday, March 6, 2023, upon becoming aware of the incident,
476+HBX immediately launched an investigation, began working with law enforcement, and engaged a third-
477+party forensics firm. The following is an update to the ongoing investigation and data breach situation.
478+There were 56,415 customers impacted. The data fields include the following, although not all data fields
479+were necessarily included for each enrollee: name, Social Security number, date of birth, gender, health
480+plan information (e.g. plan name, carrier name, premium amounts, employer contribution, and coverage
481+dates), employer information, enrollee information (e.g. address, email, phone number, race, ethnicity,
482+and
483+ citizenship status). j
484+HBX recognizes the seriousness of this incident and have reached out to impacted enrollees to provide
485+three years of free identity and credit monitoring for all three major credit bureaus. The three years of
486+monitoring protection includes all enrolled dependents, spouses and children. In addition, and out of an
487+abundance of caution, HBX is offering the same three years of monitoring to all other customers who
488+were not impacted.
489+REQUIREMENTS
490+Requirements in this contract are in accordance with the products and services as detailed in Exhibit 1
491+(56415), Exhibit 2 (69448), and Exhibit 3 (97162) - Identityworks Products & Services Order Form,
492+attached and incorporated by reference. uocubign tnveiope id: a/A«AAA2-yi iu-4tca-A/'Ab-i-Uz'3i«/4^atD
493+SECTION D
494+PERIOD OF PERFORMANCE AND DELIVERABLES
495+TERM OF CONTRACTD.l
496+D.1.1 The total duration of this contract shall not exceed September 30, 2023.
497+' i
498+■ i
499+The term of the contract shall b,e from date of notice to proceed (March 9, 2023) through September 30,
500+2023.
501+I'
502+I Docubign tnveiope ID: ti/AaAAA2-yi lU^bUa-A/Ad-t-U^IB^ybbU
503+SECTION E
504+CONTRACTING OFFICER AND CONTRACT ADMINISTRATOR
505+E.l
506+AUTHORIZED CHANGES BY THE CONTRACTING OFFICERE.2.
507+E.2.1 .The CO -is the only person authorized to approve changes in any of the requirements of this contract.
508+E.2.3
509+CONTRACT ADMINISTRATOR (CA)E.3
510+E.3.1.2 Coordinating site entry for Contractor personnel, if applicable;
511+*
512+E.3.1.4 Reviewing and approving invoices for deliverables to ensure receipt of goods and services. This includes
513+the timely processing of invoices and vouchers in accordance with the HBX payment provisions; and
514+In the event the Contractor effects any changes at the instruction or request of any person other than the
515+CO, the change will be considered to have been made without authority and no adjustment will be made
516+in the contract price to cover any cost increase incurred as a result thereof.
517+CONTRACTING OFFICER (CO)
518+Contract will be entered into and signed on behalf of HBX only by Contracting Officers. The contract
519+information for the Contracting Officer is:
520+Kenneth Wallington
521+Contracting Officer
522+DC Health Benefit Exchange Authority
523+1225 “I” Street, NW, 4th Floor
524+Washington,
525+ DC 20005
526+Kenneth.Wallington@dc.gov
527+<1
528+E.3.1.3 Reviewing invoices for completed work and recommending approval by the CO if the Contractor’s costs
529+are consistent with the negotiated amounts and progress is satisfactory and commensurate with the rate of
530+expenditure;
531+E.3.1 The CA is responsible for general administration of the. contract and advising the CO as the Contractor’s
532+compliance or non-compliance with the contract. The CA has the responsibility of ensuring the work
533+conforms to the requirements of the contract and such other responsibilities and authorities as may be
534+specified in the contract. These include:
535+E.3.1.1Keeping the CO fully informed of any technical or contractual difficulties encountered during the
536+performance period and advising the CO of any potential problem areas under the contract;
537+E.2.2 The Contractor shall not comply with any order, directive or request that changes or modifies the
538+requirements of this contract, unless issued in writing and signed by the CO. . DOCUStgn bnvelope ID: a/ABAAA2-yi1U-4bUa-A/Ab-|-U2J1b/'43BtU
539+E.3.2 The address and telephone number of the CA is:
540+E.4
541+INVOICE SUBMIT AL AND PAYMENTE.5
542+ORDERING CLAUSEE.6
543+9
544+E.3.L5Maintaining a file that includes all contract correspondence, modifications, records of inspections (site,
545+data, equipment) and invoice or vouchers.
546+Nikki Leon
547+Privacy Officer, DC Health Link
548+Associate General Counsel and Policy Advisor
549+DC Health Benefit Exchange Authority
550+1225 Eye Street, NW, 4th floor
551+Washington, DC 20005
552+nicole.leon@dc.gov
553+E.3.3 The CA shall NOT have the authority to:
554+1. Award, agree to, or sign any contract; delivery order or task order. Only the CO shall make contractual
555+agreements, commitments or modifications;
556+2. Grant deviations from or waive any of the terms and conditions of the contract;
557+3. Increase the dollar limit of the contract or authorize work beyond the dollar limit of the contract,
558+4. Authorized the expenditure of funds by the Contractor;
559+5. Change the period of performance; or
560+6. Authorize the use of District property, except as specified under the contract.
561+The Contractor shall be fully responsible for any changes not authorized in advance, in writing, by the
562+CO; may be denied compensation or other relief for any additional work performed that is not so
563+authorized; and may also be required, at no additional cost to HBX, to take all corrective action
564+necessitated by reason of the unauthorized changes.
565+E.5.1 The Contractor shall create and submit payment requests in an electronic format through the DC Vendor
566+Portal, https://vendorportal.dc.gov.
567+E.5.2 The Contractor shall submit proper invoice (s) on a monthly basis or as otherwise specified in the Contract
568+or task or delivery order.
569+E.5.3 To constitute a proper invoice, the Contractor shall enter all required information into the DC Vendor
570+Portal after selecting the applicable purchase order number listed on the Contractor’s profile.
571+E.5.4 HBX will make payment to the Contractor, upon the submission of proper invoices, at the prices stipulated
572+in the contract (or task or delivery order), for supplies delivered and accepted or services performed and
573+accepted, less any discounts, allowances, or adjustments provided for in the Contract.
574+E.6.1 CAny supplies and services to be furnished under this contract must be ordered by issuance of delivery
575+orders, task orders, or purchase orders by the CO. Such orders may be issued during the term of this
576+contract. DOCUSign tnvelope IU: a/ABAAA^yi1U-4tUb-A/Ab-hL;231BM3«tU
577+E.6.3 Orders may be issued by facsimile or by electronic commerce methods.
578+ATTACHMENTSF.l
579+The following attachments are incorporated in this contract by reference:
580+ORDER OF PRECEDENCEF.2
581+■|
582+EXHIBIT 1 (56415) - Identityworks Products & Services Order Form
583+EXHIBIT 2 (69448) - Identityworks Products & Services Order Form
584+EXHIBIT 3 (97162) - Identityworks Products & Services Order Form
585+AMENDMENT No. 1 - DCHBX Amendment No. 1 to IDW Product Agreement,
586+A conflict in language shall be resolved by giving precedence to the document in the highest order of
587+priority that contains language addressing the issue in question. The following documents are incorporated
588+into the contract by reference and made a part of the contract in the following order of precedence:
589+E.6.2, All purchase orders are subject to the terms and conditions of this, contract. In the event of a conflict
590+between a purchase order and this contract, the contract shall control.
591+(1) Contractors Identityworks order forms, as amended (Exhibits 1, 2, 3 and Amendment No. 1)
592+(2) Contract document DocuSign
593+Status: Sent
594+Location: DocuSign
595+Signature
596+Using IP Address: 74.117.21.10
597+TimestampIn Person Signer Events Signature
598+TimestampStatusEditor Delivery Events
599+TimestampAgent Delivery Events Status
600+TimestampStatusIntermediary Delivery Events
601+Timestamp
602+Certified Delivery Events Status
603+TimestampCarbon Copy Events Status
604+Signature Adoption: Pre*selected Style
605+Using IP Address: 74.117.21.10
606+Signer Events
607+Michael Zbawiony
608+michael.zbawiony@experian.com
609+Security Level: Email. Account Authentication
610+(None)
611+David Proctor
612+David.Proctor@experian.com
613+President Experian Partner Solutions
614+e
615+Security Level: Email, Account Authentication
616+(None)
617+Signatures: 1
618+Initials: 0
619+Stamps: 1
620+Holder: ECS Contracts
621+julie.hilliard@experian.com
622+Envelope Originator:
623+ECS Contracts
624+475 Anton Blvd
625+Costa Mesa, CA 92626-7037
626+julie.hilliard@experian.com
627+IP Address: 74.117.21.10
628+Electronic Record and Signature Disclosure:
629+Accepted: 4/6/2023 11:33:41 AM
630+ID: 5408c366-59e0-411d-9feb-51de4c11cef2
631+Electronic Record and Signature Disclosure:
632+Accepted: 4/6/2023 12:40:18 PM
633+ID: 13c406ce-eb87-4bcf-8596-71251fc5a243
634+Kenneth Wallington
635+kenneth.wallington@dc.gov
636+Security Level: Email, Account Authentication
637+(None)
638+Electronic Record and Signature Disclosure:
639+Accepted: 4/7/2023 8:02:58 AM
640+ID: 6c461c38-dc48-4e88-aac1-bc4423611e62
641+Sent: 4/6/2023 11:35:18 AM
642+Viewed: 4/6/2023 12:40:18 PM
643+Signed: 4/6/2023 2:28:44 PM
644+Sent: 4/6/2023 2:28:50 PM
645+Viewed: 4/7/2023 8:02:58 AM
646+Certificate Of Completion ________
647+Envelope Id: 87A8AAA291104EC8A7A6FC23187438ED
648+Subject: Complete with DocuSign: Emergency Contract - DCHBX-E-2023-0001_revised.pdf
649+Source Envelope:
650+Document Pages: 7
651+Certificate Pages: 5
652+AutoNav: Enabled
653+Envelopeld Stamping: Enabled
654+Time Zone: (UTC-08:00) Pacific Time (US &
655+Canada)
656+Timestamp__________
657+Sent: 4/6/2023 11:33:22 AM
658+Viewed: 4/6/2023 11:33:41 AM
659+Signed: 4/6/2023 11:35:13 AM
660+Record Tracking
661+Status: Original
662+4/6/2023 11:12:33 AM
663+Pmu'Z fiWdr
664+V— tarmF B0C4C«2.. TimestampStatus
665+]
666+TimestampSignatureyVitness Events
667+TimestampSignatureNotary Events
668+Status
669+TimestampsStatusPayment Events
670+Electronic Record and Signature Disclosure
671+Hashed/Encrypted
672+Security Checked
673+Security Checked
674+Security Checked
675+Security Checked
676+Security Checked
677+Security Checked
678+Security Checked
679+tCarbon Copy Events
680+Michael Morelli
681+Michael.Morelli@experian.com
682+Security Level: Email, Account Authentication
683+(None)
684+Electronic Record and Signature Disclosure:
685+Accepted: 4/30/2021 10:19:07 AM
686+ID: e6d934e3-9b73-45d7-9d83-4120df65c5ae
687+Envelope Summary Events
688+Envelope Sent
689+Envelope Updated
690+Envelope Updated
691+Envelope Updated
692+Envelope Updated
693+Envelope Updated
694+Envelope Updated
695+Certified Delivered
696+Timestamps
697+4/6/2023 11:15:19 AM
698+4/6/2023 11:33:21 AM
699+4/6/2023 11:33:21 AM
700+4/6/2023 11:33:21 AM
701+4/6/2023 11:33:21 AM
702+4/6/2023 2:19:19 PM
703+4/6/2023 2:19:19 PM
704+4/7/2023 8:02:58 AM Electronic Record and Signature Disclosure created on: 10/10/2012 10:02:23 AM
705+Parties agreed to: Michael Zbawiony, David Proctor, Kenneth Wallington, Michael Morelli
706+CONSUMER DISCLOSURE
707+From time to time, Experian Services Corp, (we, us or Company) may be required by law to
708+provide to you certain written notices or disclosures. Described below are the terms and
709+conditions for providing to you such notices and disclosures electronically through your
710+DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully
711+and
712+ thoroughly, and if you can access this information electronically to your satisfaction and
713+agree to these terms and conditions, please confirm your agreement by clicking the A|I agreeAf
714+button at the bottom of this document.
715+Getting paper copies
716+At any time, you may request from us a paper copy of any record provided or made available
717+electronically to you by us. For such copies, as long as you are an authorized user of the
718+DocuSign system you will have the ability to download and print any documents we send to you
719+through your DocuSign user account for a limited period of time (usually 30 days) after such
720+documents
721+ are first sent to you. After such time, if you wish for us to send you paper copies of
722+any
723+ such documents from our office to you, you will be charged a $0.00 per-page fee. You may
724+request delivery of such paper copies from us by following the procedure described below.
725+Withdrawing your consent
726+If you decide to receive notices and disclosures from us electronically, you may at any time
727+change your mind and tell us that thereafter you want to receive required notices and disclosures
728+only in paper format. How you must inform us of your decision to receive future notices and
729+disclosure in paper format and withdraw your consent to receive notices and disclosures
730+electronically is described below.
731+Consequences of changing your mind
732+If you elect to receive required notices and disclosures only in paper format, it will slow the
733+speed at which we can complete certain steps in transactions with you and delivering services to
734+you
735+ because we will need first to send the required notices or disclosures to you in paper format,
736+and then wait until we receive back from you your acknowledgment of your receipt of such
737+paper notices or disclosures. To indicate to us that you are changing your mind, you must
738+withdraw your consent using the DocuSign A'Withdraw ConsentA^ form on the signing page of
739+your
740+ DocuSign account. This will indicate to us that you have withdrawn your consent to receive
741+required notices and disclosures electronically from us and you will no longer be able to use your
742+DocuSign Express user account to receive required notices and consents electronically from us
743+or to sign electronically documents from us.
744+All notices and disclosures will be sent to you electronically
745+Unless you tell us otherwise in accordance with the procedures described herein, we will provide
746+electronically to you through your DocuSign user account all required notices, disclosures,
747+authorizations, acknowledgements, and other documents that are required to be provided or made
748+available to you during the course of our relationship with you. To reduce the chance of you
749+inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
750+notices and disclosures to you by the same method and to the same address that you have given
751+us. Thus, you can receive all the disclosures and notices electronically or in paper format through
752+the paper mail delivery system. If you do not agree with this process, please let us know as
753+described below. Please also see the paragraph immediately above that describes the
754+consequences of your electing not to receive delivery of the notices and disclosures
755+electronically from us.
756+How to contact Experian Services Corp.: To advise Experian Services Corp, of your new e-mail address
757+WindowsZOOOA-1 or WindowsXPA^
758+Internet Explorer 6.0A-' or above
759+Internet Explorer 6.0A^, Mozilla FireFox 1.0, NetScape 7.2 (or above)
760+To let us know of a change in your e-mail address where we should send notices and disclosures
761+electronically to you, you must send an email message to us at susan.walters@experian.com and
762+in the body of such request you must state: your previous e-mail address, your new e-mail
763+address. We do not require any other information from you to change your email address..
764+In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
765+in your DocuSign account by following the process for changing e-mail in DocuSign.
766+To request paper copies from Experian Services Corp.
767+To request delivery from us of paper copies of the notices and disclosures previously provided
768+by us to you electronically, you must send us an e-mail to susan.walters@experian.com and in
769+the body of such request you must state your e-mail address, full name, US Postal address, and
770+telephone number. We will bill you for any fees at that time, if any.
771+To withdraw'your consent with Experian Services Corp.
772+To inform us that you no longer want to receive future notices and disclosures in electronic
773+format you may:
774+i. decline to sign a document from within your DocuSign account, and on the subsequent
775+page, select the check-box indicating you wish to withdraw your consent, or you may;
776+ii. send us an e-mail to susan.walters@experian.com and in the body of such request you
777+must state your e-mail, full name, IS Postal Address, telephone number, and account
778+number. We do not need any other information from you to withdraw consent.. The
779+consequences of your withdrawing consent for online documents will be that transactions
780+may take a longer time to process..
781+You may contact us to let us know of your changes as to how we may contact you electronically,
782+to request paper copies of certain information from us, and to withdraw your prior consent to
783+receive notices and disclosures electronically as follows:
784+To contact us by email send messages to: susan.walters@experian.com
785+Access to a valid email account ________
786+800 x 600 minimum _________________________
787+A2 Allow per session cookies
788+A2 Users accessing the internet behind a Proxy Server must enable HTTP
789+Required hardware and software
790+Operating Systems:
791+Browsers (for
792+SENDERS):
793+Browsers (for
794+SIGNERS):
795+Email:
796+Screen Resolution:
797+Enabled Security
798+Settings: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
799+ELECTRONIC CONSUMER DISCLOSURES document; and
800+• I can print on paper the disclosure or save or send the disclosure to a place where l ean
801+print it, for future reference and access; and
802+• Until or unless I notify Experian Services Corp, as described above, I consent to receive
803+from exclusively through electronic means all notices, disclosures, authorizations,
804+acknowledgements, and other documents that are required to be provided or made
805+available to me by Experian Services Corp, during the course of my relationship with
806+you.
807+1.1 settings via proxy connection
808+**' These minimum requirements are subject to change. If these requirements change, we will
809+provide you with an email message at the email address we have on file for you at that time
810+providing you with the revised hardware and software requirements, at which time you will have
811+the right to withdraw your consent.
812+Acknowledging your access and consent to receive materials electronically
813+To confirm to us that you can access this information electronically, which will be similar to
814+other electronic notices and disclosures that we will provide to you, please verify that you were
815+able to read this electronic disclosure and that you also were able to print on paper or
816+electronically save this page for your future reference and access or that you were able to e-mail
817+this disclosure and consent to an address where you will be able to print on paper or save it for
818+your
819+ future reference and access. Further, if you consent to receiving notices and disclosures
820+exclusively in electronic format on the terms and conditions described above, please let us know
821+by clicking the A|I agreeAf button below.
822+By checking the AJI AgreeAf box, I confirm that: UOCUSign tnvelope iu: fteB9'te/^UAB^'A4-AUeMa0bGB2B1Hb2
823+WHEREAS, CIC and Client entered into the Agreements:
824+WHEREAS, CIC and Client desire to amend and modify the Agreement as delineated below.
825+1.
826+2.
827+Amend Section 8, Confidentiality Section 8 of the Agreement shall be amended to include the following:3.
828+4.
829+5.
830+[Signature page follows]
831+Confidential
832+1
833+(1/2020)
834+“Client shall be fully responsible for all acts, errors, and omissions of its employees, agents, and
835+subcontractors."
836+Complete Agreement. As of the Amendment Effective Date, the parties mutually agree to modify Section
837+19 of the Agreement by modifying the second sentence in Section 19 as follows:
838+“This Agreement, along with any document the parties mutually agree upon and formally executed by
839+both parties, contains the entire agreement and understanding concerning the subject matter between
840+Client and CIC and supersedes all prior agreements (whether written, oral or electronic), term sheets, prior
841+negotiations, or proposals that relate specifically to the subject matter herein. Any pre-printed terms on any
842+purchase orders shall be null and void."
843+Client Indemnification. Client indemnity obligations shall be deleted and replaced in its entirety with the
844+following:
845+“Client will pay CIC for alt Consumer Products and Supplemental Services delivered in accordance with the
846+pricing and other requirements contained within the Schedules and each Order Form ("Fees"). All Client
847+payments are due thirty (30) days from the date of each CIC invoice. Interest shall accrue on any past due
848+amounts at the rate of one-and*one half percent (1.5%) per month.
849+Amend Section 7, Taxes. Section 7 of the Agreement shall be deleted in its entirety as Client is a tax-
850+exempt entity.
851+“Notwithstanding the foregoing in Section 8, Client agrees to these terms, subject to any FOIA
852+reporting requirements."
853+Amend Section 6. Fees and Payment. , Section 6 of the Agreement shall be deleted in its entirety and
854+replacing it with the following, :
855+AMENDMENT No.1 TO THE
856+IDENTITYWORKS™ PRODUCT AGREEMENT
857+NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained in this
858+Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
859+acknowledged, the parties hereto agree as follows:
860+This Amendment ("Amendment No.1") is made as of March 21, 2023 ("Amendment Effective Date"), to that certain
861+IDENTITYWORKS™ Product Agreement, (the “Agreement") by and between Consumerlnlo.com, Inc. (“CIC") also
862+known as Experian Consumer Services, and the DC Health Benefit Exchange Authority (the “Client"). Capitalized
863+terms not otherwise defined in this Amendment shall have the meaning as set forth in the Agreement as defined
864+below.
865+“experian
866+B 1
867+Order Form 3: Effective Date of March 9, 2023 with an enrollment end date of June 30, 2023 for 97,162 total
868+activation codes; and
869+Order Form 1: Effective Date of March 9, 2023 with an enrollment end date of June 30, 2023 for 69,448 total
870+activation codes;
871+Order Form 2: Effective Date of March 9, 2023 with an enrollment end date of June 30, 2023 for 56,415 total
872+activation codes; Uocubign tnveiope ID: rtttyrt/r-WA»-4^A4-AUBb-1»U&6B^Bil-t>2
873+UTHORITY
874+By:
875+Name:
876+vp Consumer Protection
877+Title:Title:
878+DocuSigned by:
879+k.
880+u
881+¥
882+■[
883+Confidential
884+2
885+(V2D20I
886+To the extent the terms of the Agreement, or any other document conflict with the terms of this Amendment No.1, the
887+- terms of this Amendment No.1 shall control in connection with the subject matter hereof. All terms of the Agreement
888+not modified herein shall remain unmodified and in full force and effect
889+Ts^xperianXi
890+CONSUMERINFO.COM , INC.
891+DocuSigned by:
892+91C57665CCC8442...
893+Nam0. Michael Br’uemmer
894+Texperian,
895+DC HEALTH BENEFIT EXCHAN'
20896
21- BE IT ENACTED BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this
22-act may be cited as “Contract No. DCHBX-2023-E-0001 with Experian Consumer Services
23-Approval and Payment Authorization Emergency Act of 2023”.
24-
25- Sec. 2. Pursuant to section 451 of the District of Columbia Home Rule Act, approved
26-December 24, 1973 (87 Stat. 803; D.C. Official Code § 1-204.51), and notwithstanding the
27-requirements of section 202 of the Procurement Practices Reform Act of 2010, effective April 8,
28-2011 (D.C. Law 18-371; D.C. Official Code § 2-352.02), the Council approves Contract No.
29-DCHBX-2023-E-0001 with Experian Consumer Services to provide DC Health Link customers
30-with identity and credit monitoring protection and authorizes payment in the not-to-exceed
31-amount of $3.4 million for the goods and services received and to be received under the contract.
32-
33- Sec. 3. Fiscal impact statement.
34-The Council adopts the fiscal impact statement of the Chief Financial Officer as the fiscal
35-impact statement required by section 4a of the General Legislative Procedures Act of 1975,
36-approved October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1-301.47a).
37-
38-Sec. 4. Effective date.
39-This act shall take effect following approval by the Mayor (or in the event of veto by the
40-Mayor, action by the Council to override the veto), and shall remain in effect for no longer than
41-90 days, as provided for emergency acts of the Council of the District of Columbia in section
42-
43-
44-
45- ENROLLED ORIGINAL
46-
47-
48-
49- 2
50-412(a) of the District of Columbia Home Rule Act, approved December 24, 1973 (87 Stat. 788;
51-D.C. Official Code § 1-204.12(a)).
52-
53-
54-
55-
56-______________________________
57-Chairman
58-Council of the District of Columbia
59-
60-
61-
62-
63-_________________________________
64-Mayor
65-District of Columbia
66-
67-
68-
897+V\ fit -Ha \hjcdti yhn
898+Canhj'/cffm
899+/ PRODUCTS & SERVICES ORDER FORM
900+Order Date: March 9,2023 RO# (If applicable):
901+Enrollment End Date: June 30, 2023
902+Primary Consumer Product: Credit Plus 3B
903+(V12.2D)Experian Confidential Pagel of 11
904+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
905+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
906+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
907+Identity Restoration services will be automatically extended through the full duration of the Product Term far that Consumer Product.
908+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
909+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
910+Notification File. CIC's Third-Party Provider shall purge and destroy the Notification File promptly upon completion of the emailing services. Client hereby acknowledges
911+and agrees that with respect to the Email Notification Letters Service, Client shall be responsible for provision for complete and accurate Instructions regarding the
912+date(s) that CIC's Provider is requested to email the Notification Letters.
913+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
914+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
915+uocuSign tnveiope id: yui34ii-i-t35D-4AD5-btJUc:-By5uy2/Ubh4A
916+•J7A^C7l tUI L
917+IDENTITYWORKS™
918+Secondary Consumer Product: Minor Plus
919+Product Term: 3 years
920+Billing Contact Email:
921+Billing Contact Phone:
922+Client Name: DC Health Benefit Exchange__________
923+Primary Contact: Kenneth Wallington
924+Address: 12251 (Eye) Street, NW, 4th Floor, Washington
925+DC 20005_________________________________
926+Primary Contact Email: kenneth.wallington@dc.gov
927+Primary Contact Phone:202-679-5952
928+Gient Information__________________________
929+State of Incorporation: District of Columbia__________
930+Billing Contact: See purchase order for billing instructions
931+Billing Address:
932+Total Fee for this Order: 56,415 *
933+$5.59 = $315,359.85 (Includes all
934+redemptions up to a 7%
935+redemption rate. Any redemptions
936+above 7% will be billed at an
937+additional fee of $30.00 per
938+—— redemption)
939+Consumer Product (Activation Codes)
940+Total Activation Codes: 1 multi-use code for Credit Plus 3B capped at
941+46,825 redemptions and 1 multi-use code for Minor Plus capped at
942+___________
943+9,590_______________________________________________
944+Fee Per Activation Code Redeemed: Replaced with a flat fee of
945+$5.59 per person. Includes all redemptions up to a 7% redemption
946+rate. Any redemptions above 7% will be billed at an additional fee of
947+$30.00 per redemption.______________________
948+___________
949+Fee Per Person for Identity Restoration: Included
950+__________
951+ Total Fee for Identity Restoration: Included
952+SupplemehtarServices_______________________________
953+^Notification letter Services: printing and mailing of Notification Letters. The price Is included in the flat fee of $315,359.85 and
954+asumes that only 1 data file will be processed with all letters being printed in 1 run (additional waves of mailing are not included).
955+If NCOA results need to be reviewed prior to having the file processed for mailing, Expeiran must be notified prior to receiving the
956+data file, and 1 business day will be added to the mailing timeline. The fee includes up to 3 letter versions ($500 per additional
957+version), up to 56,415 letters (2-sheets, printed on one or both sides, black & white). Every additional sheet after 2 - $0.12/ea.
958+Return mall is included, (inclusive of postage)
959+□Mail Merge: merge Activation Codes into the mailing records data file to be processed.
960+□Deduping: exact name match, exact address match only. The price is____________________________________________
961+□Address Append Services: consumer address look up & confirmation process. The price Is
962+ISEmall Notification Services: emailing notification letters. The price is included in the $315,359.85 flat fee based on up to 56,415
963+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)
964+13 Enhanced Customer Care Services: additional call center services. The price is included In the $315,359.85 flat fee based on
965+56,415 affected indvidual to answer FAQ's until June 30, 2023 with English support.
966+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
967+client listed above ("Client'', "You" or "Your"), and shall be effective as of the date of CIC's acceptance and signature. Client:
968+By:By:
969+I
970+Name:Name:
971+VP consumer Protection
972+Title:Title: Contracting Officer
973+March 10, 2023 I 12:01 PM PST
974+3/9/2023Date: Date:
975+DocuSigned by: •
976+(V12.2O)Page 2 of 11Experian Confidential
977+I
978+Client requires (‘'Additional Codes**). Client agrees that any Additional Codes will have the same Enrollment End Date, Product Term, price, and Terms and Conditions
979+as the original Activation Codes.
980+. i
981+I
982+I
983+UOCUbign tnvelope ID: BUU41i-1-ty5D-4AD5-t3tiDU-tjy5B927U8t4A
984+IVII k
985+IDENTITY WORKS™ PRODUCTS & SERVICES ORDER FORM
986+YOUR ORDER IS ACCEPTED BY CIC SUBJECT TO THE TERMS AND CONDITIONS AND ALL APPLICABLE LAWS AND REGULATIONS. PLEASE READ THE TERMS AND
987+CONDITIONS CAREFULLY. YOUR SIGNATURE BELOW CONSTiTUTES YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS ANDCONDITIONS. You explicitly agree to remit
988+payment to CIC for all Consumer Products and Supplemental Services provided by CIC in accordance with the Terms and Conditions.
989+Kenneth Wallington
990+Consumerlnfo.com, Inc.
991+DocuSigned by:
992+AAjrLmL fatu-wwty
993+91C576S5CCC6442... ■
994+Michael Bruemmer
995+The terms and conditions which apply to all transactions between You and Cohsumerlnfo.com, Inc. with respecVto the Order for Consumer Products and/or
996+Supplemental Services attached hereto ('Terms and Condittons'). Any terms not otherwise defined within this Order are defined within the Terms and Conditions. With
997+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
998+substantially the same product features after the first year of the Product Term. Order Date: March 9,2023 PO# (If applicable):
999+Enrollment End Date: June 30, 2023
1000+Primary Consumer Product: Credit Plus 38
1001+Experian Confidential Page 1 of 11 (vU.20)
1002+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
1003+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
1004+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
1005+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
1006+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
1007+Identity Restoration services will be automatically extended through the full duration of the Product Term for that Consumer Product.
1008+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
1009+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
1010+Notification File. CICs Third-Party Provider shall purge and destroy the Notification File promptly upon completion of the emailing services. Client hereby acknowledges
1011+and agrees that with respect to the Email Notification Letters Service, Client shall be responsible for provision for complete and accurate Instructions regarding the
1012+date(s) that CIC's Provider is requested to email the Notification Letters.
1013+Uocusrgn (envelope ID: bUl34lH-t35U^AU5-ttaDU-tiy5t592/UBt4A
1014+iui i.
1015+IDENTITYWORKS™ PRODUCTS & SERVICES ORDER FORM
1016+Secondary Consumer Product: Minor Plus
1017+Product Term: 3 years
1018+Client Information. ___________________________
1019+State of Incorporation: District of Columbia__________
1020+Billing Contact: See purchase order for billing instructions
1021+Billing Address:
1022+Billing Contact Email:
1023+Billing Contact Phone:
1024+Client Name: DC Health Benefit Exchange__________
1025+Primary Contact: Kenneth Wallington_____________
1026+Address: 1225 I (Eye) Street, NW, 4,h Floor, Washington
1027+DC 20020_________________________________
1028+Primary Contact Email: Kenneth.walllngton@dc.gov
1029+Primary Contact Phone:202-679-5952
1030+Total Fee for this Order: 69,448 *
1031+$5.59 = $388,214.32 (Includes all
1032+redemptions up to a 7%
1033+redemption rate. Any redemptions
1034+above 7% will be billed at an
1035+additional fee of $30.00 per
1036+_________
1037+ redemption)________________
1038+Consumer Product (Activation Codes)________
1039+Total Activation Codes: 1 multi-use code for Credit Plus 3B capped at
1040+57,648 redemptions and 1 multi-use code for Minor Plus capped at
1041+___________
1042+11,800______________________________________________
1043+Fee Per Activation Code Redeemed: Replaced with a flat fee of
1044+$5.59 per person. Includes all redemptions up to a 7% redemption
1045+rate. Any redemptions above 7% will be billed at an additional fee of
1046+$30.00 per redemption.______________________
1047+___________
1048+Fee Per Person for Identity Restoration: Included_______________
1049+Total Fee for identity Restoration: Included________
1050+SupplemeritarServices
1051+^Notification Letter Services: printing and mailing of Notification Letters. The price Is included in the flat fee of $388,214.32 and
1052+asumes that only 1 data file will be processed with all letters being printed in 1 run (additional waves of mailing are not included).
1053+If NCOA results need to be reviewed prior to having the file processed for mailing, Expelran must be notified prior to receiving the
1054+data file, and 1 business day will be added to the mailing timeline. The fee includes up to 3 letter versions ($500 per additional
1055+version), up to 69,448 letters (2-sheets, printed on one or both sides, black & white). Every additional sheet after 2 = $0.12/ea.
1056+Return mail is included, (inclusive of postage)__________ __________________________________________________
1057+□Mall Merge: merge Activation Codes into the mailing records data file to be processed.______________________________
1058+□Deduping: exact name match, exact address match only. The price is____________________________________________
1059+□Address Append Services: consumer address look up 8i confirmation process. The price is____________________________
1060+13Email Notification Services: emailing notification letters. The price is included in the $388,214.32 flat fee based on up to 69,448
1061+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)
1062+^Enhanced Customer Care Services: additional call center services. The price is Included in the $388,214.32 flat fee based on
1063+69,448 affected Indvidual to answer FAQ's until June 30,2023 with English support.
1064+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
1065+client listed above {'Client”, 'You' or 'Your'), and shall be effective as of the date of CIC's acceptance and signature. Client:
1066+By: By:
1067+, Kenneth Wallington Name: Name:
1068+VP consumer Protection
1069+Title: Contracting Officer Title:
1070+March 10, 2023 I 12:01 PM PST
1071+3/9/2023.Date: Date:
1072+DocuSigned by:
1073+(V1Z.20)Experian Confidential Page 2 of 11
1074+I
1075+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
1076+Supplemental Services attached hereto ("Terms and Conditions**)- Any terms not otherwise defined within this Order are defined within the Terms and Conditions. With
1077+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
1078+substantially the same product featuresafterthefirstyearoftheProductTerm. 1
1079+YOUR ORDER IS ACCEPTED.BY CIC SUBJECT TO THE TERMS AND CONDITIONS AND ALL APPLICABLE LAWS AND REGULATIONS. PLEASE READ THE TERMS AND
1080+CONDITIONS CAREFULLY. YOUR SIGNATURE BELOW CONSTITUTES YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS AND CONDITIONS. You explicitly agree to remit
1081+payment to CIC for all Consumer Products and Supplemental Services provided by CIC in accordance with the Terms and Conditions.
1082+DcXealtn B/nflt Exchange
1083+UOCUSign tnvelope iu: bU1341H-t35U'4AD5-t3BUC-t395by27Utit4A
1084+lUII.
1085+IDENTITY WORKS™ PRODUCTS & SERVICES ORDER FORM
1086+Client requires ("Additional Codes"). Client agrees that any Additional Codes will have the same Enrollment End Date, Product Term, price, and Terms and Conditions
1087+as the original Activation Codes.
1088+Consumerlnfo.com, Inc.
1089+z—— DocuSipned by;
1090+91C576e5CCCM42..
1091+Michael Bruemmer Order Date: March 16, 2023
1092+PO # (if applicable):
1093+Enrollment End Date: June 30, 2023
1094+Primary Consumer Product: Credit Plus 3B
1095+Experian Confidential Page 1 of 11 (V12.20)
1096+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
1097+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
1098+DocuSign tnvelope ID: UdUl-3B4U’UAtjU-4hDD-yU7D-Jty5U2tbl5tj9a
1099+zexpenan.
1100+IDENTITYWORKS™ PRODUCTS & SERVICES ORDER FORM
1101+Secondary Consumer Product: Minor Plus
1102+Product Term: 3 years
1103+Client Information
1104+State of Incorporation: District of Columbia__________
1105+Billing Contact: See purchase order for billing instructions
1106+Billing Address:
1107+Billing Contact Email:
1108+Billing Contact Phone:
1109+Client Name: DC Health Benefit Exchange
1110+Primary Contact: Kenneth Wallington
1111+Address: 122SI (Eye) Street, NW 4th Floor, Washington
1112+DC 20020_________________________________
1113+Primary Contact Email: Kenneth.wallington@dc.gov
1114+Primary Contact Phone:202-679-5952
1115+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
1116+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
1117+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
1118+Identity Restoration services will be automatically extended through the full duration of the Product Term for that Consumer Product.
1119+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
1120+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
1121+Notification File. CIC’s Third-Party Provider shall purge and destroy the Notification File promptly upon completion of the emailing services. CHent hereby acknowledges
1122+and agrees that with respect to the Email Notification Letters Service, Client shall be responsible for provision for complete and accurate Instructions regarding the
1123+date($| that CIC's Provider Is requested to email the Notification Letters.
1124+Total Fee for this Order: 97,162 •
1125+$5.59 = $543,135.58 (Includes all
1126+redemptions up to a 7%
1127+redemption rate. Any redemptions
1128+above 7% will be billed at an
1129+additional fee of $30.00 per
1130+redemption)________________
1131+, Consumerproduct (Activation Codes)________
1132+Total Activation Codes: 1 multi-use code for Credit Plus 3B capped at
1133+84,512 redemptions and 1 multi-use code for Minor Plus capped at
1134+____________
1135+12,650 ____________________________________________
1136+Fee Per Activation Code Redeemed: Replaced with a flat fee of
1137+$5.59 per person. Includes all redemptions up to a 7% redemption
1138+rate. Any redemptions above 7% will be billed at an additional fee of
1139+___________
1140+ $30.00 per redemption.__________________________________
1141+____________
1142+Fee Per Person for Identity Restoration: Included
1143+___________
1144+ Total Fee for Identity Restoration: Included
1145+_________________________________ Supplemental Services _____________ _____________________
1146+^Notification Letter Services: printing and mailing of Notification Letters. The price is included in the flat fee of $543,135.58 and
1147+asumes that only 1 data file will be processed with all letters being printed in 1 run (additional waves of mailing are not included).
1148+If NCOA results need to be reviewed prior to having the file processed for mailing, Expelran must be notified prior to receiving the
1149+data file, and 1 business day will be added to the mailing timeline. The fee includes up to 3 letter versions ($500 per additional
1150+version), up to 97,162 letters (2-sheets, printed on one or both sides, black & white). Every additional sheet after 2 = $0.12/ea.
1151+Return mail is included, (inclusive of postage)___________ ____________________________
1152+□Mall Merge: merge Activation Codes into the mailing records data file to be processed.____________________________
1153+□Deduping: exact name match, exact address match only. The price is_________________________
1154+□Address Append Services: consumer address look up & confirmation process. The price Is_________ _______
1155+0 Email Notification Services: emailing notification letters. The price is included in the $543,135.58 flat fee based on up to 97,162
1156+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)
1157+0 Enhanced Customer Care Services: additional call center services. The price is included in the $543,135.58 flat fee based on
1158+97,162 affected Indvidual to answer FAQ's until June 30, 2023 with English support._____________________________
1159+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
1160+client listed above ("Client’’, "You" or •Ycur*|, and shall be effective as of the date of CIC's acceptance and signature. By.By:
1161+Name:Name:
1162+vp consumer ProtectionTide:Tide:
1163+March 23, 2023 | 11:56 AM PDT
1164+Date:Date:
1165+DocuSigned by:
1166+k
1167+i
1168+(V12.20)Page 2 of 11Experian Confidential
1169+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
1170+Supplemental Services attached hereto |*Terms and Conditions*'!. Any terms not otherwise defined within this Order are defined within the Terms and Conditions. With
1171+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
1172+substantially the same product features after the first year of the Product Term.
1173+Client requires (‘’Additional Codes"). Client agrees that any Additional Codes will have the same Enrollment End Date, Product Term, price, and Terms and Conditions
1174+as the original Activation Codes.
1175+YOUR ORDER IS ACCEPTED BY CIC SUBJECT TO THE TERMS AND CONDITIONS AND ALL APPLICABLE LAWS AND REGULATIONS. PLEASE READ THE TERMS ANO
1176+CONDITIONS CAREFULLY. YOUR SIGNATURE BELOW CONSTITUTES YOUR AGREEMENTTO ABIDE BY EACH OF THE TERMS AND CONDITIONS. You explicitly agree to remit
1177+payment to CIC for all Consumer Products and Supplemental Services provided by CIC in accordance with the Terms and Conditions.
1178+Uocubign bnvelope IU: U»UI-3B4U-UAt>U-4tUU-907U-3h»5U2tBBb9»
1179+Texperiair
1180+IDENTITY WORKS™ PRODUCTS & SERVICES ORDER FORM
1181+i
1182+Consumerlnfo.com, Inc.
1183+DocuSlpnad by
1184+-»1CS7WSCCCM«2...
1185+Michael Bruemmer
1186+Client:
1187+l&rtru 2.
1188+5.
1189+7.
1190+Experian Confidential Page 3 of 11 (V12.2O)
1191+uocubign bnvelope ID: UdUI-3b4LHJA6U-4tDD-yU7D-3t95U2teBe698
1192+zexpenan.
1193+IDENTITYWORKS™ PRODUCTS & SERVICES ORDER FORM
1194+These IDENTITYWORKS Product Agreement (the "Agreement") made by and between Consumerlnfo.com, Inc., a California
1195+corporation, ("Cl£") also known as Experian Consumer Services, and , identified as "Client" on an Order Form as well as its
1196+Affiliates (collectively, "Client"). Each of CIC and Client are sometimes referred to herein as a "Party" and collectively as the "Parties."
1197+Any Order Form signed by Client is made a material part of this Agreement and is Incorporated herein by this reference.
1198+1. Agreement. This Agreement contains the standard terms and conditions for CIC's delivery of certain identity theft, credit
1199+monitoring and protection products and services (collectively, the "Consumer Products"). Separate from or in addition to the
1200+Consumer Products, Client may elect for CIC to provide certain other supplemental services ("Supplemental Services"). Client
1201+may also elect to have its Affiliates purchase Consumer Products or Supplemental Services pursuant to this Agreement. An
1202+"Affiliate" means any entity controlled by, under common control with or that controls the applicable Party, where "control"
1203+means ownership of fifty percent (50%) or more of the ownership Interest of an entity.
1204+Consumer Product Delivery. Consumer Products will be delivered by CIC to consumers, employees, or other individuals with
1205+whom Client has a pre-existing relationship and or otherwise maintains such Individuals' personal and/or other sensitive
1206+information ("Individual"). As a condition of receiving the Consumer Product, each Individual must complete CIC's applicable
1207+enrollment process and agree to all terms and conditions as well as CIC's privacy policy (collectively, the "End-User Terms and
1208+Conditions"). The CIC operational terms and conditions that apply to the delivery of the Consumer Products are included herein
1209+("Operational Terms").
1210+3. Supplemental Services Delivery. Supplemental Services will be delivered by CIC to Client or its Affiliates solely pursuant to the
1211+terms of this Agreement, including a Supplemental Services Schedule If completed by Client.
1212+4. Term & Termination. The term of this Agreement will begin upon the Effective Date set-out below and will continue In effect until
1213+the termination or expiration of all Schedules and Orders issued pursuant to this agreement. Either Party may terminate this
1214+Agreement and/or selected Schedules if the other Party breaches any material term or condition of this Agreement and fails to
1215+cure such breach within thirty (30) days after receiving written notice of the breach. Either Party may terminate this Agreement
1216+and/or selected Schedules for any reason at any time, with or without cause, upon thirty (30) days’ prior written notice to the
1217+other. Notwithstanding the foregoing, the Parties acknowledge and agree that all fully executed Order Forms are non-cancellable
1218+and non-refundable once submitted to and accepted by CIC. Therefore, in the event of a termination: (i) CIC will fulfill the delivery
1219+requirement of any active Order Form, but will have no further obligation to accept additional Order Forms following the effective
1220+date of termination; and (ii) Client will pay all Fees related to Order Forms submitted prior to the effective date of termination.
1221+Terms which by their nature would survive a termination (indemnity, disclaimers, etc.) shall survive In the event of a termination.
1222+Schedules & Client Orders. The terms of this Agreement shall be supplemented by individual schedules containing additional
1223+terms and conditions applicable to the specific Consumer Products or Supplemental Services ("Schedules"). In order to purchase
1224+any particular Consumer Products or Supplemental Services Client must submit an order form completed and signed by an
1225+authorized representative of Client ("Order Form"). A sample Order Form may be requested from CIC.
1226+6. Fees and Payment. Client will pay CIC for all Consumer Products and Supplemental Services delivered in accordance with the
1227+pricing and other requirements contained within the Schedules and each Order Form ("Fees"). All Client payments are due thirty
1228+(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
1229+(1.5%) per month. In addition. Client is liable to CIC for any costs and attorneys' fees incurred by CIC to collect unpaid amounts.
1230+Taxes. Client is responsible for, and shall promptly pay or reimburse CIC for the payment of, any sales, use, excise, ad valorem,
1231+value-added or other similar taxes, assessments or duties imposed by any government agency that are associated with the
1232+Consumer Products or Supplemental Services (other than taxes based on CIC's net income).
1233+8. Confidentiality. Information which is (a) business or technical information of either party including, but not limited to, information
1234+relating to either party's products, services, plans, designs, costs, product or service prices and names, payments pursuant to this
1235+Agreement, finances, marketing plans, business opportunities, personnel, research, development or know-how; (b) any
1236+Information designated by either party as "confidential" or "proprietary" in writing or which, under the circumstances taken as a
1237+whole, would reasonably be deemed to be confidential; and (c) the terms of and performance under this Agreement, will be
1238+considered "Confidential Information". Each party agrees it will (d) not disclose to any third party or use the Confidential
1239+Information disclosed to it by the other party except as expressly permitted in this Agreement; and (e) take all reasonable
1240+measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will
1241+in no event be less than the measures it uses to maintain the confidentiality of its own Confidential Information. Confidential
1242+Information does not include information that (f) is in or enters the public domain without breach of this Agreement; (g) the
1243+receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure
1244+obligation; (h) the receiving party lawfully knew (without obligation of confidence) prior to receiving such information from the
1245+disclosing party; (i) the receiving party develops independently without use of the disclosing party's Confidential Information; or
1246+(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
1247+regard to subsection (j) the receiving party shall give the disclosing party prompt notice of such a required disclosure and provide
1248+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)
1249+UOCUSign bnvetope ID: U8d-3d4D-VA6U-4hDD-yU7D-3t:95U2hbbt)98
1250+Texpenan,
1251+IDENTITYWORKS™ PRODUCTS & SERVICES ORDER FORM________
1252+9* Compliance with Laws. Both Parties agree to comply with all applicable Laws with respect to this Agreement and the obligations
1253+of each Party hereunder. "Law" means any rules, laws, statutes, regulations or judgments, orders or decrees imposed by any
1254+governmental entity.
1255+10. CIC Warranty & Disclaimers. CIC represents and warrants to Client that it (a) has the power and authority to enter into this
1256+Agreement and to perform its obligations hereunder; (b) will provide the Consumer Products in a manner consistent with the
1257+level of service provided to CiC's general customer base for such Consumer Products; (c) will provide the Consumer Products and
1258+any other products and services provided under this Agreement in a professional manner; and (d) will not provide, in any public
1259+communication (including press releases and communications with Individuals), any representation, description or other
1260+statement regarding Client or its Affiliates in any way other than as approved in writing in advance by the Client. THE WARRANTIES
1261+PROVIDED IN THIS SECTION ARE THE ONLY WARRANTIES CIC PROVIDES TO CLIENT WITH RESPECT TO THE CONSUMER PRODUCTS
1262+AND SUPPLEMENTAL SERVICES. CIC MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT
1263+TO THE CONSUMER PRODUCTS OR SUPPLEMENTAL SERVICES OR ANY OTHER MATERIALS (TANGIBLE OR INTANGIBLE) PROVIDED
1264+BY CIC HEREUNDER. CIC EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE CONSUMER
1265+PRODUCTS AND SUPPLEMENTAL SERVICES AND CLIENT ACKNOWLEDGES AND AGREES THAT THE CONSUMER PRODUCTS ARE
1266+PROVIDED "ASMS".
1267+11. Client Warranty & Indemnification. Client shall be responsible for all acts, errors, and omissions of its personnel, agents, and
1268+subcontractors."
1269+12. CIC Indemnification. CIC will indemnify, defend, and hold Client and its directors, officers, shareholders and, agents (the "Client
1270+Indemnified Parties") harmless from and against any and alt Damages, which may be asserted against or incurred by Client or any
1271+of the Client Indemnified Parties, arising out of or resulting from: (a) any material breach of the End-User Terms and Conditions
1272+by CIC; (b) any material breach of CIC's obligations under this Agreement; or (c) any failure by CIC to comply with any Law.
1273+13. Indemnification Procedures. A Party seeking indemnification under this Agreement must provide prompt written notice of the
1274+claim to the other Party, typically within thirty (30) days. The indemnifying Party will assume sole control over the defense or
1275+settlement of the claim at its expense but will not consent to the entry of any judgment or settlement that provides for non­
1276+monetary relief without the consent of the Indemnified Party. If the indemnifying Party chooses not to assume the defense of the
1277+claim the other Party may defend or settle the claim and the indemnifying Party will remain responsible for the reasonable legal
1278+fees and expenses incurred. The indemnified Party will provide the indemnifying Party all information, assistance and authority
1279+to reasonably evaluate the claim and effect any defense or settlement, and may at Its sole option and expense, engage separate
1280+counsel to participate in (but not control) the defense or settlement of the claim.
1281+14. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER, UNDER ANY LEGAL OR EQUITABLE THEORY,
1282+FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OF ANY KIND, INCLUDING LOST PROFITS AND LOST
1283+SALES, SUFFERED BY OR OTHERWISE COMPENSABLE TO CLIENT, ARISING OUT OF, UNDER OR RELATING TO THIS AGREEMENT,
1284+WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
1285+NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CiC's AGGREGATE LIABILITY TO CLIENT AND/OR ITS AFFILIATES FOR
1286+DAMAGES (i) CONCERNING THE PERFORMANCE OR NON-PERFORMANCE BY CIC OF ITS OBLIGATIONS HEREUNDER, OR (il) IN ANY
1287+WAY RELATED TO OR ARISING OUT OF OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING THE
1288+PROVISION OF THE CONSUMER PRODUCTS, AND INCLUDING CIC's INDEMNIFICATION OBLIGATIONS SET FORTH UNDER THIS
1289+AGREEMENT), REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED ON CONTRACT, TORT OR OTHERWISE, WILL
1290+NOT EXCEED AN AMOUNT EQUAL TO THE FEE PAID BY CLIENT TO CIC UNDER THE TERMS OF THIS AGREEMENT.
1291+15. Assignment. This Agreement will be binding and inure to the benefit of the parties hereto and their respective heirs,
1292+representatives, successors and permitted assignees. This Agreement may not be assigned, transferred, or otherwise shared in
1293+whole or in part by Client without CiC's prior written consent.
1294+16. Choice of Law; Jurisdiction. This Agreement shall be governed by and construed In accordance with the Laws of the District of
1295+Columbia.
1296+17. Notices. Any notice given under this Agreement must be given in writing. All notices will be effective when received, and will be
1297+delivered personally, mailed by registered or certified mail (return receipt requested), postage prepaid, or sent by express courier
1298+service. Notice address for Client will be the address on Client's Order Form.
1299+18. Independent Contractors. In performing their respective duties under this Agreement, each of the Parties will be operating as an
1300+independent contractor. Nothing contained herein will in any way constitute any association, employment, partnership or joint
1301+venture between the Parties hereto, or be construed to evidence the intention of the Parties to establish any such relationship.
1302+19. Complete Agreement. Any and all Schedules or Order Forms which are entered into by Client and CIC and properly reference this
1303+Agreement by Effective Date are made a material part of this Agreement and are incorporated herein by reference. This
1304+Agreement contains the entire agreement and understanding concerning the subject matter between Client and CIC and
1305+supersedes all prior agreements (whether written, oral or electronic), term sheets, prior negotiations, or proposals that relate
1306+specifically to the subject matter herein. Any substantive additional Client requirements or other changes or modifications to this
1307+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)
1308+UOCUSign hnvelope ID: UaCi-3B4U-UAeU>4tUD-9U7U-3ty5U2tB6b9»
1309+• iui I.
1310+TOENTITYWORKS™ PRODUCTS & SERVICES ORDER FORM
1311+limited administrative processes only (i.e. procurement guideline compliance, bill processing, etc.]. However, in no event will any
1312+terms and conditions contained within such PO be incorporated into this Agreement, supplement this Agreement or otherwise
1313+apply to the provision of Consumer Products or Supplemental Services.
1314+20- Publicity; Public Communication. For avoidance of doubt, both parties must agree on the timing and complete content of any
1315+and all public communications (including but not limited to press releases) which pertain to this Agreement or the provision of
1316+the Consumer Products or Supplemental Services. Client may in no event refer to the Consumer Products, CIC or its Affiliates In
1317+any form or format unless expressly approved by CIC in writing In advance.
1318+21, Adequate Revlgyv. Each party represents to the other that, as deemed necessary by such party, this Agreement has been reviewed
1319+by each party and its legal and other advisors, and such party has had an opportunity to make all relevant inquiries and receive
1320+sufficient responses relating to this Agreement. (V12.20)
1321+on the date an Individual completes enrollment
1322+Authentication Process. Client hereby acknowledges that CIC shall maintain strict procedures and protocols relating to its enrollment
1323+and authentication processes (including timed-out and other security measures), and failure by an Individual to follow such procedures
1324+and protocols may result in a failed enrollment. Client also acknowledges that there are a number of additional reasons and factors
1325+Experian Confidential page 6 of 11
1326+Consumer Product Website. The Consumer Product Website shall be used by the Individuals to enroll in the Consumer Product and
1327+subsequent to enrollment, to log-in and access their account and all the product features. Unless agreed to in writing by CIC, all
1328+content, including the design and look and feel, of the Consumer Product Website shall be determined by CIC, at its sole and absolute
1329+discretion. The Consumer Product Website shall be operated in accordance with CIC's standard procedures and shall be accessible by
1330+Individuals on the earlier of (a) Custom Consumer Product Website Launch Date as set forth in an Order Form, or (b) upon CIC's
1331+acceptance of an Order Form in the event Client is utilizing a standard, pre-built CIC site-version (your CIC account representative can
1332+notify you if this is the easel.
1333+W Dfetributlon of Activation Codes. Client agrees not to sell or otherwise distribute any Activation Codes, except to Individuals and only
1334+as expressly permitted under this Agreement. In no event shall CIC be liable for any loss, damage, theft, corruption or destruction
1335+( Loss ) of Activation Codes once issued by CIC to Client, including, but not limited to, any such Loss attributable to Client's distribution
1336+storage (if applicable) and/or mailing of such Activation Codes. CIC shall be liable and responsible for any Loss while the Activation
1337+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
1338+related to the delivery of Consumer Products (such as a third-party print-shop, call center or law firm), CIC is not obliged to
1339+communicate with or provide services to any such third-parties who may have contractual or other relationships with Client except as
1340+explicitly authorized by Client in writing and agreed to by CIC.
1341+Nfl<harge to Consumer for the Consumer Product. CIC shall not charge Individuals for the Consumer Product purchased by Client
1342+and provided by CIC under this Agreement during the Product Term.
1343+(4) peliMpry Method. The delivery method of the Consumer Products to the Individuals during the Product Term is able to be modified by
1344+Individual election (i.e., if Individuals enroll online, they may subsequently switch to offline delivery, and vice versa). Due to CIC security
1345+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
1346+account, however, such Individuals may call CIC's international non-toll-free number to obtain account related information while
1347+located outside the U.S. In accordance with the Consumer Products Schedule, certain products may only be available for enrollment
1348+and delivery online (i.e. without offline capabilities).
1349+(2) Enrollment. Once an Individual receives an Activation Code they may enroll in the applicable Consumer Product either (a) online via
1350+the Consumer Product Website, or (b) offline via a telephone call to CIC Customer Care. No other enrollment process shall be applicable
1351+unless agreed to In writing by both CIC and Client.
1352+UocuSign tnvelope ID: u«Ul-3B4D-UAbU-4hDD-yU7D-3ty5U2tetJWi9«
1353+• (Ml I.
1354+IDENTITY WORKS™ PRODUCTS & SERVICES ORDER FORM________
1355+IDENTITYWORKS™ OPERATIONAL TERMS
1356+These IDENTITYWORKS Operational Terms ("Operational Terms") supplement and form a part of the IDENTITYWORKS Product
1357+Agreement ("Agreement") Client has previously or simultaneously entered into with CIC. The Operational Terms apply to CIC's
1358+provision of Consumer Products to Client, and to Clients' Individuals. Please note that the majority of defined terms used throughout
1359+these Operational Terms are already defined within the Agreement (please refer to that document for their definitions), and the
1360+following section of "Additional Defined Terms" is not intended to be a comprehensive list of all defined terms used herein.
1361+Additional Defined Terms:
1362+"Activation Code" means a unique, single use code with respect to each Individual that allows such Individual to enroll for and
1363+receive the Consumer Product. Each Individual may only redeem his/her Activation Code for only one applicable Consumer
1364+Product.
1365+"Consumer Product Website" is the web site built, hosted and maintained by CIC where each Individual may enroll for the
1366+applicable Consumer Product during the Enrollment Period. If Client requires a custom or unique website, such website shall be
1367+referred to as a "Custom Consumer Product Website."
1368+"Notification Letter" means the communication developed and written by Client which notifies Individuals of the availability of
1369+Consumer Products.
1370+"Enrollment Period" means the period commencing on the date stipulated within the relevant Order Form and ending on the
1371+Enrollment End Date as set forth within the same Order Form. This Is the period during which Individuals may redeem their
1372+Activation Code and thereby enroll in the Consumer Product.
1373+"Product Term" means the period set forth within an Order Form commencing
1374+for the Consumer Product. Experian Confidential Page 7 of 11
1375+(V12.20)
1376+DOCUSign tnvelope ID: UBUh3b4D-UAbU-4bDD-yU7D-3ty5U2tbtjt>y«
1377+■ IVUI I.
1378+IDENTITYWORKS™ PRODUCTS & SERVICES ORDER FORM________
1379+that may cause Individuals to fail authentication or enrollment, including, without limitation: corporate firewalls, proxy servers, spam
1380+blockers, fraud alerts, credit file freezes, data errors, inaccurate out-of-waliet information, or incorrect social security numbers. Upon
1381+any such failure, each affected Individual shall be provided with the toll-free number to ClC Customer Care. When an Individual initiates
1382+such a call, a CIC customer care representative will attempt to manually authenticate such Individual by asking additional security
1383+questions. In the event such a telephonic authentication is not possible, additional steps may be taken. CIC shall endeavor to make
1384+the enrollment process as "user-friendly" as reasonably possible without compromising its security standards. CIC reserves the right,
1385+at its sole and absolute discretion, to modify or alter the enrollment process and/or the services associated therewith from time to
1386+time without notice to Client.
1387+(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
1388+maintained by a third party engaged by CIC ("CIC Customer Care"). No credit information of any Individuals shall be maintained outside
1389+of the United States. Identity Restoration and ExtendCARE shall be available to Individuals via a separate team of customer care
1390+representatives in the United States. The services available via CIC Customer Care are limited to: assistance with telephone and email
1391+inquiries regarding enrollment for the Consumer Product and technical issues relating to redemption of Activation Codes,
1392+authentication failure, username and password assistance, cancellations, locked accounts, changes in personal information, billing
1393+questions about additional products, general credit-related questions, monitoring and alert information, credit reports obtained as
1394+part of an Individual's enrollment in the Consumer Products, and genera! Consumer Product Website navigation. Customer Care Center
1395+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
1396+Time. The Customer Care Center will not have access to and will not provide any information related to Client or its business and/or
1397+Clients legal decisions in making the Consumer Product available to Individuals on a complimentary basis, and will refer any such
1398+inquiries back to Client.
1399+Third-Party providers; Credit Reporting Company Requirements. Portions of the Consumer Product will be provided by CIC's partners,
1400+Affiliates and certain third parties, including the consumer reporting companies (collectively, "Third-Party Providers") and are
1401+therefore subject to each of those entities' respective standard terms, conditions and policies. Third-Party Providers who may be
1402+utilized by CIC in delivery of the Consumer Products include but are not limited to the following: Equifax, Inc., TransUnion, LLC, Affiliates
1403+of CIC, and American International Group, Inc.. Additional Third-Party Providers may be added from time to time at CIC's discretion. If
1404+applicable, Individuals must comply with the Third-Party Providers requirements in order to receive portions of the Consumer Product
1405+(as an example, AIG insurance claim processing requirements). The consumer reporting companies are not subcontractors or agents
1406+of CIC, and therefore, CIC does not control such terms and conditions or requirements and may be unable to intervene or assist
1407+Individuals in any way in meeting such varying consumer reporting company requirements. Individuals shall be solely responsible for
1408+handling any Issues relating to such terms and conditions and requirements directly with any such consumer reporting company.
1409+Without limiting the generality of the foregoing. Individuals shall be required to provide all necessary information and meet other
1410+criteria required by each applicable consumer reporting company (Experian Information Solutions, Inc., Equifax, Inc. and TransUnion
1411+LLC) in order to receive a credit report or other products and services from such company.
1412+(10) Intellgctual Property and Branding of Consumer Products. Unless otherwise agreed to in writing by CIC, the Consumer Products shall
1413+be branded as determined by CIC, at its sole and absolute discretion, and Client shall not designate (through trademark, trade name,
1414+trade dress or otherwise) the Consumer Products as being provided by Client. CIC and/or its Affiliates or Third-Party Providers shall
1415+exclusively own all right, title and Interest, Including all copyrights, trade secrets, know-how, goodwill, trademarks, service marks,
1416+trade names, trade dress, logos, patents or other intellectual property (or any derivative works thereof) and underlying technology in
1417+(I) the Consumer Products and all other products provided by CIC hereunder, (ii) the Consumer Product Website, and (iii) all other
1418+materials and information provided by CIC to Client hereunder. No grant to use any intellectual property (Including any trademarks)
1419+of CIC, its Affiliates or Third-Party Providers is made pursuant to the Agreement. Client shall retain ownership of any and all pre-existing
1420+Client intellectual property, including but not limited to Client's trademarks, patents and trade dress.
1421+(11) gyent Notification tojpdlviduals. Within a mutually agreeable period of time following submission of an Order Form Client shall
1422+prepare a Notification Letter to be sent via U.S. Mail or email which must include:
1423+(a) one Activation Code per each Individual identified as affected by Client's subject data breach or data loss incident,
1424+(b) the procedures for enrollment in the Consumer Product (including, but not limited to the (i) Consumer Product Website where
1425+lnforfnation Collected From Individuals. All information obtained by CIC directly from such Individual, including without limitation,
1426+(a) through Individual enrollment for the Consumer Product or by such Individual visiting CIC's website(s), or (b) through provision of
1427+the Consumer Product is collected and used by CIC in accordance with the End-User Terms and Conditions, which is available for
1428+review by all Individuals prior to completing their enrollment in the Consumer Products. End-User Terms and Conditions (Including
1429+Privacy Policies) may be amended from time to time. f
1430+(
1431+Experian Confidential Page Bof 11 (vllJO)
1432+■I
1433+I
1434+UocuSign tnveiope iu: U8CI-3B4D-UA6U-4tUU-yU7-U-3h95U2tBe69a
1435+ar CApCTI IVII I.
1436+IDENTITY WORKS™ PRODUCTS & SERVICES ORDER FORM ______
1437+such Individuals may properly utilize their Activation Code and (H) the appropriate CIC Customer Care phone numbers), and
1438+(c) a listing of the key Consumer Product features.
1439+Any and all planned Client notification processes that include elements other than the Notification Letter (i.e. website postings, e-
1440+mails, newspaper or published notice, etc.) which explicitly mention CICor the Consumer Products by name must be pre-approved bv
1441+CIC In writing. Client, shall not provide, in any Notification Letter or any other public communication (including but not limited to
1442+communications with Individuals), any representation, description or other statement regarding the Consumer Products or otherwise
1443+refer to CIC or its Affiliates In any way other than language provided expressly by CIC or otherwise pre-approved by CIC in writing.
1444+Client shall provide CIC with a final copy of the Notification letter at least five (5) days prior to the distribution of the Notification
1445+Letters and CIC may withhold delivery of Activation Codes to Client until a final Notification Letter has been received by CIC.
1446+(12) Large Incident Notices. In the event Client requests 50,000 or more Activation Codes and upon CIC's reasonable request, Client must
1447+provide CIC a mailing schedule at least five (5) days prior to Client commencing delivery of any and all Notification Letters to Individuals.
1448+Once provided by Client, CIC will allocate CIC Customer Care and other resources in accordance with such schedule; any significant
1449+updates or modifications by Client to the schedule must be provided to CIC immediately and may result In increased costs for CIC that
1450+will require revised pricing discussions with Client.
1451+Glent Requirements, Placing an Order & Changes to the Agreement. During the Term of the Agreement, Client may submit additional
1452+Order Forms for the purchase of additional Activation Codes. •-
1453+(14) Insurance- The insurance provided to Individuals pursuant to the Consumer Products is strictly subject to the policies, terms and
1454+conditions of the designated third-party insurers. Such policies, and associated terms and conditions are provided to Individuals at the
1455+time each Individual enrolls for the Consumer Product. CIC does not directly sell such insurance to Client or Individuals. Individuals
1456+should carefully review such policies to determine the insurance terms and conditions, including limits and coverage of insurable
1457+losses. At the election of the designated third-party insurer or CIC, (a) the amount of insurance coverage to be provided to Individuals,
1458+and/or (b) the designation of the third-party insurer(s) are both subject to change at any time. Notwithstanding the foregoing, identity
1459+theft insurance may not be provided to any Individuals residing in any state where the provision of such insurance is prohibited by
1460+Law. K:-- pVV
1461+Daily Credit Monitoring lor 3 Bureau lor 3 Bureau
1462+Credit.Reoort Upon.Enrollment’, * .
1463+Identitv.Restoration.iuoon
1464+oID Theft Insurance2
1465+eInternet Surveillance
1466+Minor SSN Monitoring IBureau
1467+.Minor-Internet Surveillance
1468+Product Delivery Method
1469+Online (email) Online (email)
1470+Enrollment (Phone and Online) Online orfy Online only
1471+e
1472+e
1473+»
1474+I
1475+Page 9 of 11 (V12.20)
1476+Ms
1477+>i
1478+!
1479+1
1480+-4i
1481+Online (email)
1482+Offline.iLLS. Maill__
1483+Ini
1484+Online(email)
1485+nfflina riLC-MaM . . __
1486+Online (email)
1487+nfflino/iiC.Maili.
1488+........— _
1489+IDENTITYWORKS™ CONSUMER PRODUCT SCHEDULE
1490+CIC offers the Consumer Products detailed within this Schedule subject to the following product descriptions and additional terms
1491+and conditions:
1492+UOCUSign Envelope IU: 0BUI-3B4D-UA6U’4tUU’yU7U-3t95U2teBtte9e
1493+lUAJJCI IUI I.
1494+IDENTITY WORKS™ PRODUCTS & SERVICES ORDER FORM
1495+Identity Restoration (pre­
1496+enrollment)4
1497+ExtendCARE™ 3
1498+iJPJdentitY^ .
1499+«,'5
1500+Identity Minor
1501+Daily Credit Reports (Online)1
1502+‘ Credit report upon enrollment is a I Bureau (Experian) report.
1503+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
1504+a quarterly basis
1505+! 2 Identity theft insurance Is underwritten by insurance company subsidiaries and affiliates of American International Group. Inc.
1506+5 This post-membership service is available from the date an individual's membership term ends. It does not include insurance.
1507+4 This pre-cnrollment service is available from the date an Individual receives their Notification Letter. It does not include insurance. /
1508+Experian Confidential
1509+i
1510+■ Credit Plus