C260493_Current_PO_A56213.pdf

DATE 12/22/2023

TO: INSURANCE SERVICES OFFICE

545 WASHINGTON BLVD

JERSEY CITY NJ 07310

ATTN: AMALIA ALVAREZ

PHONE: 2014693156

ITEM NO. QTY. U/M STOCK NO.

001 EA

m

OCTA

SHIP TO: 600 S MAIN ST

ORANGE, CA 92868

REQUESTOR: EDWIN BYRNE

DESCRIPTIONS

Effective January 1, 2024 through December 31, 2026 for ISO Claims Search and Settlement Reporting for the Risk Management Department.

ISO claims search and settlement reporting requirement for Medicare eligible claimants.

Exhibit A, entitled "Amendment No. 1 to the Product Supplement", is attached hereto and by this reference incorporated herein.

Exhibit B, entitled "Supplement - Claim Essentials (Non Insurer)", is attached hereto and by this reference incorporated herein.

DELIVERY SHALL BE BY ELECTRONIC DOWNLOAD

ONLY. NO TANGIBLE ITEMS WILL BE ACCEPTED.

VERBAL ADDITIONS, DELETIONS, OR

MODIFICATIONS OF ANY KIND TO THIS PURCHASE

ORDER SHALL BE CONSIDERED UNAUTHORIZED

AND INVALID. DO NOT ACCEPT VERBAL

MODIFICATIONS FROM ANY EMPLOYEE, AGENT OR

IMPLIED AGENT OF THE ORANGE COUNTY

TRANSPORTATION AUTHORITY (OCTA). VALID

DELIVERY

DATE

PURCHASE ORDER A56213

FOB: DESTINATION - FREIGHT NO

BUYER: DANTE ALBANESE

EMAIL INVOICES TO VENDORINVOICES@OCTA.NET OR MAIL TO:

Orange County Transportation Authority

PO BOX 14184

Orange, CA 92863-1584 Attn: Accounts Payable

PAYMENT WILL NOT BE MADE UNLESS INVOICE INDICATES

PURCHASE ORDER NUMBER.

TERMS UNIT PRICE EXTENSION

12/31/26 NET-30 $25,000.00 $25,000.00

0040-7561-A0017-P4G

ORANGE COUNTY TRANSPORTATION AUTHORITY OCTA GENERAL PROVISIONS FOUND ON

PAGE 3 ARE INCORPORATED HEREIN.

BY: _______________ _ NOT SUBJECT TO TRANSPORTATION OR

FEDERAL EXCISE TAX.

VENDOR COPY

DocuSign Envelope ID: B1A10A20-36E3-4FA8-A296-949C83245957

DA TE 12/22/2023

TO: INSURANCE SERVICES OFFICE

545 WASHINGTON BLVD

JERSEY CITY NJ 07310

ATTN: AMALIA ALVAREZ

PHONE: 2014693156

ITEM NO. QTY. U/M STOCK NO.

OCTA

SHIP TO: 600 S MAIN ST

ORANGE, CA 92868

REQUESTOR: EDWIN BYRNE

DESCRIPTIONS

MODIFICATIONS TO THIS PURCHASE ORDER SHALL

BE IN THE FORM OF A WRITTEN AMENDMENT,

SIGNED BY AN AUTHORIZED MEMBER OF THE

OCTA PROCUREMENT STAFF .

PAYMENT UPON APPROVAL OF CORRECT AND

COMPLETE INVOICE. A CORRECT AND COMPLETE

INVOICE SHALL CONSIST OF AT LEAST THE

FOLLOWING ELEMENTS: PURCHASE ORDER

NUMBER, DATE OF ORDER, INVOICE NUMBER,

DATE OF INVOICE, CONTRACT PAYMENT TERMS,

NAM E OF BUYER OR CONTRACT ADMINISTRATOR,

LINE BY LINE LISTING OF ALL ITEMS BEING

INVOICED AND IDENTIFICATION OF INVOICING

FIRM. ANY COSTS INCURRED IN EXCESS OF THE

TOTAL AMOUNT OF THE PURCHASE ORDER,

WITHOUT BEING AMENDED, SHALL BE

CONSIDERED UNAUTHORIZED, AND AS SUCH MAY

NOT BE PAID.

DELIVERY

DATE

ORANGE COUNTY TRANSPORTATION AUTHORITY OCTA GENERAL PROVISIONS FOUND ON

PAGE 3 ARE INCORPORATED HEREIN.

BY: Lydia'c�202316:35PST)

MV

NOT SUBJECT TO TRANSPORTATION OR

FEDERAL EXCISE TAX.

VENDOR COPY

PURCHASE ORDER A56213

FOB: DESTINATION - FREIGHT NO

BUYER: DANTE ALBANESE

EMAIL INVOICES TO VENDORINVOICES@OCTA.NET OR MAIL TO:

Orange County Transportation Authority

PO BOX 14184

Orange, CA 92863-1584 Attn: Accounts Payable

PAYMENT WILL NOT BE MADE UNLESS INVOICE INDICATES

PURCHASE ORDER NUMBER.

TERMS UNIT PRICE

SUBTOTAL

SALES TAX

TOTAL

EXTENSION

$25,000.00

$0.00

$25,000.00

GENERAL PROVISIONS

1. INSPECTION AND ACCEPTANCE - All items are subject to final inspection and acceptance by AUTHORITY at destination notwithstanding any payment, passage of title, or prior inspection or test at SELLERS facilities. Final inspection will be made within a reasonable time after receipt of items hereunder. SELLER shall notify AUTHORITY of any known nonconforming product that is expected to be delivered or has been delivered. AUTHORITY shall have authority to approve or refuse identified nonconforming product. Defective goods may be returned at SELLERs expense.

2. CHANGES - By written notice or order, AUTHORITY may, from time to time, order work suspension and/or make changes in quantities, drawings, designs, specifications, place of delivery or delivery schedules, methods of shipment and packaging, and property and services furnished by SELLER. If any such change causes an increase or decrease in the price of this agreement or in the time required for its performance, SELLER or AUTHORITY shall promptly notify the other party thereof and assert its claim for adjustment within thirty (30) days after the change is ordered, and an equitable adjustment shall be made. However, nothing herein shall excuse SELLER from proceeding immediately with the agreement as changed.

3. DEFAULT AND EXCESS REPROCUREMENT LIABILITY - AUTHORITY may terminate this agreement if a federal or state proceeding for the relief of debtors is undertaken by or against SELLER, or if SELLER makes an assignment for the benefit of creditors, or if SELLER fails after reasonable notice by AUTHORITY to cure a deficiency in performance or lack of progress thereto. AUTHORITY shall have such additional remedies as may be available whether or not it so terminates this agreement, including, but not limited to, payment by SELLER to AUTHORITY of expenses incurred by AUTHORITY in reprocuring elsewhere the same or similar items or services defaulted by SELLER hereunder, provided SELLERs reprocurement expenses obligation shall be limited to the excess costs above the price specified herein for such items or services.

4. INDEMNIFICATION - SELLER shall indemnify, defend, and hold harmless AUTHORITY from and against any and all claims (including attorneys fees and reasonable expenses for litigation or settlement) for any loss, damage, claim, or harm for bodily injuries, including death or damage to property caused by SELLER or its employees, subcontractors, or suppliers in connection with the performance of this agreement.

5. ASSIGNMENTS AND SUBCONTRACTS - Neither this agreement nor any interest herein nor claim hereunder may be assigned by SELLER, either voluntarily or by operation of law, nor may all or substantially all of the agreement be subcontracted by SELLER without AUTHORITYs prior written consent. AUTHORITYs withholding of consent shall not be deemed to relieve SELLER of its obligations to comply fully with the requirements hereof.

6. FEDERAL, STATE, AND LOCAL LAWS - SELLER warrants that, in the performance of this agreement, it shall comply with all applicable Federal, State and local laws and ordinances and all lawful orders, rules and regulations thereunder.

7. INFRINGEMENT INDEMNITY - In lieu of any other warranty by AUTHORITY or SELLER against infringement, statutory or otherwise, it is agreed that SELLER shall defend, at its expense, any claim or suit against AUTHORITY based on a claim that any item furnished under this agreement or the normal use or sale thereof infringes any United States Letters patent or copyright, and SELLER shall pay all costs and damages finally awarded in any such suit or claim, provided that SELLER is notified in writing of the suit or claim and given authority, information, assistance at SELLERs expense for the defense of same. If the use or sale of said item is enjoined as a result of such suit, SELLER, at no expense to AUTHORITY, shall obtain for AUTHORITY the right to use and sell said item, or shall substitute an equivalent item acceptable to AUTHORITY, and extend this patent indemnity hereto.

a. TITLE AND RISK OF LOSS - Unless otherwise provided in this agreement, SELLER shall have title to and bear the risk of any loss of or damage to the items purchased hereunder until they are delivered in conformity with this agreement at the F.O.B. point specified herein, and upon such delivery, title shall pass from SELLER, and SELLERs responsibility for loss or damage shall cease, except for loss or damage resulting from SELLERs negligence. Passing of title upon such delivery shall not constitute acceptance of the item by AUTHORITY.

9. NOTICE OF LABOR DISPUTE - Whenever SELLER has knowledge that any actual or potential labor dispute may delay this agreement, SELLER shall immediately notify and submit all relevant information to AUTHORITY. SELLER shall insert the substance of this entire clause in any subcontract hereunder as to which a labor dispute may delay this agreement. However, any subcontractor need give notice and information only to its next higher-tier subcontractor.

1 o. EQUAL EMPLOYMENT OPPORTUNITY - In connection with the execution of this agreement, the SELLER shall not discriminate against any employee or applicant because of race, religion, color, sex or national origin. The SELLER shall take affirmative action to ensure that applicants are employed, and that employees are treated during their employment without regard to their race, religion, color, sex or national origin. Such actions shall include pay, or other forms of compensation and selection for training, including apprenticeship.

11. TERMINATION FOR CONVENIENCE - AUTHORITY may terminate this agreement for its convenience at any time, in whole or in part, by giving written notice to SELLER of such termination, effective on the date of such notice. Upon receipt of said notice, SELLER shall immediately take action not to incur any further obligations, costs, or expenses, except as may be reasonably necessary to terminate its activities. AUTHORITY shall pay SELLER its allowable costs incurred to date of termination and those costs determined by AUTHORITY to be reasonably necessary to effect such termination. All finished or unfinished documents and other materials procured or produced by SELLER hereunder shall, at the option of AUTHORITY, become AUTHORITY property upon the date of such termination.

Not Applicable - Reference Master Service Agreement (Purchase Order No. A42455)

12. AUDIT AND INSPECTION OF RECORDS - SELLER shall provide AUTHORITY such access to SELLERs books, records, and facilities as may be deemed necessary to examine, audit, and inspect all work data, documents, and activities related to the goods or services described herein.

SELLER shall maintain such books, records, data and documents on a generally accepted accounting basis and shall clearly identify and make such items readily accessible to such parties during SELLERs performance hereunder and for a period of four (4) years from the date of final payment by AUTHORITY hereunder.

13. TIME IS OF THE ESSENCE - Time is of the essence in the performance of this agreement. SELLERS delivery of the items and related data and/or documentation and/or performance of required services in accordance with the schedule are a material requirement of this agreement.

14. WARRANTY - SELLER warrants to AUTHORITY, its successors and customers that all items furnished to AUTHORITY will be free from defects in material and workmanship, will conform to applicable drawings, designs, specifications and samples, will meet all functional and performance requirements and, to the extent this order calls for services to be performed, that such services will be free from defects in workmanship, will meet all of the requirements of this agreement and will be performed to the highest standards of workmanship in the industry.

These warranties are in addition to all other warranties, express, implied or statutory. In addition, the warranties set forth in this section shall survive any inspection, delivery, acceptance or payment by AUTHORITY.

15. FORCE MAJEURE - Either party shall be excused from performing its obligations under this agreement during the time and to the extent that it is prevented from performing by an unforeseeable cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God; commandeering of material, products, plants or facilities by the federal, state or local government; national fuel shortage; or a material act or omission by the other party; when satisfactory evidence of such cause is presented to the other party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the party not performing.

16. GOVERNING LAW - The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this agreement.

17. SEVERABILITY - If any term, provision, covenant or condition of this agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this agreement shall not be affected thereby, and each term, provision, covenant or condition of this agreement shall be valid and enforceable to the fullest extent permitted by law.

18. NOTICES - All notices hereunder and communications regarding the interpretation of the terms of this agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid to the addresses set forth in the agreement.

19. COMPLETE AGREEMENT- This agreement, the purchase order, and any attachments thereto or referenced therein, constitute the complete and exclusive statement of the term(s) and condition(s) of this agreement between SELLER and AUTHORITY and supersede all prior representations, understandings, and communications.

1. INSPECTION AND ACCEPTANCE - All items are subject to final inspection and acceptance by AUTHORITY at destination notwithstanding any payment, passage of title, or prior inspection or test at SELLERS facilities. Final inspection will be made within a reasonable time after receipt of items hereunder. SELLER shall notify AUTHORITY of any known nonconforming product that is expected to be delivered or has been delivered. AUTHORITY shall have authority to approve or refuse identified nonconforming product. Defective goods may be returned at SELLERs expense.

2. CHANGES - By written notice or order, AUTHORITY may, from time to time, order work suspension and/or make changes in quantities, drawings, designs, specifications, place of delivery or delivery schedules, methods of shipment and packaging, and property and services furnished by SELLER. If any such change causes an increase or decrease in the price of this agreement or in the time required for its performance, SELLER or AUTHORITY shall promptly notify the other party thereof and assert its claim for adjustment within thirty (30) days after the change is ordered, and an equitable adjustment shall be made. However, nothing herein shall excuse SELLER from proceeding immediately with the agreement as changed.

3. DEFAULT AND EXCESS REPROCUREMENT LIABILITY - AUTHORITY may terminate this agreement if a federal or state proceeding for the relief of debtors is undertaken by or against SELLER, or if SELLER makes an assignment for the benefit of creditors, or if SELLER fails after reasonable notice by AUTHORITY to cure a deficiency in performance or lack of progress thereto. AUTHORITY shall have such additional remedies as may be available whether or not it so terminates this agreement, including, but not limited to, payment by SELLER to AUTHORITY of expenses incurred by AUTHORITY in reprocuring elsewhere the same or similar items or services defaulted by SELLER hereunder, provided SELLERs reprocurement expenses obligation shall be limited to the excess costs above the price specified herein for such items or services.

4. INDEMNIFICATION - SELLER shall indemnify, defend, and hold harmless AUTHORITY from and against any and all claims (including attorneys fees and reasonable expenses for litigation or settlement) for any loss, damage, claim, or harm for bodily injuries, including death or damage to property caused by SELLER or its employees, subcontractors, or suppliers in connection with the performance of this agreement.

5. ASSIGNMENTS AND SUBCONTRACTS - Neither this agreement nor any interest herein nor claim hereunder may be assigned by SELLER, either voluntarily or by operation of law, nor may all or substantially all of the agreement be subcontracted by SELLER without AUTHORITYs prior written consent. AUTHORITYs withholding of consent shall not be deemed to relieve SELLER of its obligations to comply fully with the requirements hereof.

6. FEDERAL, STATE, AND LOCAL LAWS - SELLER warrants that, in the performance of this agreement, it shall comply with all applicable Federal, State and local laws and ordinances and all lawful orders, rules and regulations thereunder.

7. INFRINGEMENT INDEMNITY - In lieu of any other warranty by AUTHORITY or SELLER against infringement, statutory or otherwise, it is agreed that SELLER shall defend, at its expense, any claim or suit against AUTHORITY based on a claim that any item furnished under this agreement or the normal use or sale thereof infringes any United States Letters patent or copyright, and SELLER shall pay all costs and damages finally awarded in any such suit or claim, provided that SELLER is notified in writing of the suit or claim and given authority, information, assistance at SELLERs expense for the defense of same. If the use or sale of said item is enjoined as a result of such suit, SELLER, at no expense to AUTHORITY, shall obtain for AUTHORITY the right to use and sell said item, or shall substitute an equivalent item acceptable to AUTHORITY, and extend this patent indemnity hereto.

a. TITLE AND RISK OF LOSS - Unless otherwise provided in this agreement, SELLER shall have title to and bear the risk of any loss of or damage to the items purchased hereunder until they are delivered in conformity with this agreement at the F.O.B. point specified herein, and upon such delivery, title shall pass from SELLER, and SELLERs responsibility for loss or damage shall cease, except for loss or damage resulting from SELLERs negligence. Passing of title upon such delivery shall not constitute acceptance of the item by AUTHORITY.

9. NOTICE OF LABOR DISPUTE - Whenever SELLER has knowledge that any actual or potential labor dispute may delay this agreement, SELLER shall immediately notify and submit all relevant information to AUTHORITY. SELLER shall insert the substance of this entire clause in any subcontract hereunder as to which a labor dispute may delay this agreement. However, any subcontractor need give notice and information only to its next higher-tier subcontractor.

1 o. EQUAL EMPLOYMENT OPPORTUNITY - In connection with the execution of this agreement, the SELLER shall not discriminate against any employee or applicant because of race, religion, color, sex or national origin. The SELLER shall take affirmative action to ensure that applicants are employed, and that employees are treated during their employment without regard to their race, religion, color, sex or national origin. Such actions shall include pay, or other forms of compensation and selection for training, including apprenticeship.

11. TERMINATION FOR CONVENIENCE - AUTHORITY may terminate this agreement for its convenience at any time, in whole or in part, by giving written notice to SELLER of such termination, effective on the date of such notice. Upon receipt of said notice, SELLER shall immediately take action not to incur any further obligations, costs, or expenses, except as may be reasonably necessary to terminate its activities. AUTHORITY shall pay SELLER its allowable costs incurred to date of termination and those costs determined by AUTHORITY to be reasonably necessary to effect such termination. All finished or unfinished documents and other materials procured or produced by SELLER hereunder shall, at the option of AUTHORITY, become AUTHORITY property upon the date of such termination.

12. AUDIT AND INSPECTION OF RECORDS - SELLER shall provide AUTHORITY such access to SELLERs books, records, and facilities as may be deemed necessary to examine, audit, and inspect all work data, documents, and activities related to the goods or services described herein.

SELLER shall maintain such books, records, data and documents on a generally accepted accounting basis and shall clearly identify and make such items readily accessible to such parties during SELLERs performance hereunder and for a period of four (4) years from the date of final payment by AUTHORITY hereunder.

13. TIME IS OF THE ESSENCE - Time is of the essence in the performance of this agreement. SELLERS delivery of the items and related data and/or documentation and/or performance of required services in accordance with the schedule are a material requirement of this agreement.

14. WARRANTY - SELLER warrants to AUTHORITY, its successors and customers that all items furnished to AUTHORITY will be free from defects in material and workmanship, will conform to applicable drawings, designs, specifications and samples, will meet all functional and performance requirements and, to the extent this order calls for services to be performed, that such services will be free from defects in workmanship, will meet all of the requirements of this agreement and will be performed to the highest standards of workmanship in the industry.

These warranties are in addition to all other warranties, express, implied or statutory. In addition, the warranties set forth in this section shall survive any inspection, delivery, acceptance or payment by AUTHORITY.

15. FORCE MAJEURE - Either party shall be excused from performing its obligations under this agreement during the time and to the extent that it is prevented from performing by an unforeseeable cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God; commandeering of material, products, plants or facilities by the federal, state or local government; national fuel shortage; or a material act or omission by the other party; when satisfactory evidence of such cause is presented to the other party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the party not performing.

16. GOVERNING LAW - The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this agreement.

17. SEVERABILITY - If any term, provision, covenant or condition of this agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this agreement shall not be affected thereby, and each term, provision, covenant or condition of this agreement shall be valid and enforceable to the fullest extent permitted by law.

18. NOTICES - All notices hereunder and communications regarding the interpretation of the terms of this agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid to the addresses set forth in the agreement.

19. COMPLETE AGREEMENT- This agreement, the purchase order, and any attachments thereto or referenced therein, constitute the complete and exclusive statement of the term(s) and condition(s) of this agreement between SELLER and AUTHORITY and supersede all prior representations, understandings, and communications.

Maroun Mourad

President

December 29, 2023

CONFIDENTIAL

Purchase Order No. A5��13 :r:.' 1.er· sk'"

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Supplement - CLAIM ESSENTIALS (Non-Insurer)

This is a Product Supplement ("Supplement"), effective as of the date of the second signature hereto (the "Effective Date") to the ISO Master Agreement, 03-14 edition, dated July 10, 2019 by and between Orange County Transportation Authority ("Licensee" or "Company") and Insurance Services Office, Inc. on behalf of itself and its subsidiaries and affiliates, including ISO Services, Inc. (collectively referred to herein as "ISO"). Each of ISO and Licensee are sometimes referred to herein as a "party" and collectively as the "parties." Items capitalized but not defined herein shall have the meaning ascribed such terms in the Master Agreement.

ISO and Licensee agree this Supplement replaces and supersedes all prior or contemporaneous agreements, representations, understandings, or communications between ISO and Licensee covering the same subject matter as this Supplement.

1. DEFINITIONS:

For purposes of this Supplement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Master Agreement.

A "Affiliates" means a legal entity that controls, is controlled by, or is under common control with, the specified party, where "control" (including the terms "controlled by" and "under common control with

) means having ownership of

50% or more of an entity or the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.

B. "Authorized Use" means use solely by the Licensee and exclusively for claims processing and investigation, fraud detection and prevention, or as such use may be further limited by the specific Products licensed herein, on behalf of itself if Licensee is an insurer or a self-insured entity managing its own claims ("Insurer") or if Licensee is a third party administrator, on behalf of an insurer to whom the Licensee is providing claims processing and investigation, fraud detection and prevention services, in each case subject to the Master Agreement and this Supplement.

C. "Authorized User(s)" means certain employees, officers and directors of Licensee granted access to and use of the Products or receipt and use of ISO ClaimSearch Information by the Licensee. Authorized Users shall be limited to those employees, officers and directors of Licensee, designated by Licensee, in each case who are directly involved in the Licensee's processing, investigation and payment of claims and who have a bona fide need to access the Product, or receive or use the information and data therein, in connection with Licensee's claims processing and investigation.

D. "ClaimSearch Information,, means any and all information received through, obtained from or derived from the Products, regardless of form, including but not necessarily limited to, loss history information concerning claims contained in the ISO ClaimSearch Databases, claims reports, match reports and digital media and any and all information maintained within the Products.

E. "Commencement Date" means the date when the Company has been granted access to the Products outlined in this Supplement, which will occur after the Effective Date.

F. "ISO ClaimSearch Database" or "ISO ClaimSearch Databases,, means the various databases identified in Section 2 of this Supplement.

G. "Databases" means the ISO ClaimSearch Databases and the ISO Coverage Verifier™, A-Plus™ and the Non-FCRA databases (as further described below in Section 2.C)

H. "Licensee Information" means any and all data and information submitted, reported or provided to ISO by Licensee or on behalf of Licensee as further described in this Supplement or in its use of ISO products, including, but not limited to, claims information, including claims loss history, Digital Media, Policy Files (defined below in Section 2.C) and the data identified in Exhibit B, attached hereto and incorporated herein by this reference, and information in historical feeds.

Ed: 08/2023 Page 1 of 26

Purchase Order No. A5��13 :r:.' 1.er· sk'"

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Supplement - CLAIM ESSENTIALS (Non-Insurer)

I. "Policies" means the ISO ClaimSearch Privacy and Security Policies (including all updates).

J. "Product" or "Products" consists of all the products, services and programs set forth below in Section 2, the ClaimSearch Information, and any and all data and information contained therein or derived therefrom, and ISO supplied software and associated documentation provided pursuant to this Supplement.

K. 'Territory" shall mean the states, commonwealths, jurisdictions or territories of the United States, including the District of Columbia, Guam, Puerto Rico and the US Virgin Islands.

2. PRODUCTS PROVIDED UNDER THIS SUPPLEMENT:

A. ISO ClaimSearch® Contributory Database Membership

Ed: 08/2023

Membership consists of access to the ISO ClaimSearch Databases set forth below in this Section 2.A.1 and the electronic provision to Licensee of loss claims history information from the ISO ClaimSearch Databases.

Membership also includes access to various services concerning the claim including (i) Claims Reporting and Search Function, (ii) Claims Inquiry (Investigations Query) Function, and (iii) Data Access and Compliance Programs on behalf of Licensee. System authentication and submission of Licensee Information, as further set forth in Section 4 below, is required for access to the Products and such services. Licensee shall be responsible for ensuring only Authorized Users access the ClaimSearch Databases and receive and use ClaimSearch Information and those Authorized Users receive or use the ClaimSearch Information solely for the Authorized Use and only for processing active claims and where an initial claim report has been filed in the ClaimSearch Databases.

1.) ISO CLAIMSEARCH® DATABASE ACCESS - Auto, Property and Casualty Claims Information

Licensee is provided access to the ISO ClaimSearch Databases identified in this Section 2.A.1 as detailed below in this Section and the ability to submit Licensee Information in accordance with Section 4 of this Supplement to such databases. Licensee agrees that if its right to access such databases terminates Licensee's right to access the other Products provided under this Supplement shall also terminate. Submission of information related to other lines of business, including but not limited to, information related to Life, Disability, Pet, Long Term Care, Dental, Travel, Home or Auto Warranty, requires a separate agreement between Licensee and ISO or an amendment to this Supplement and additional fees.

The access provided under this Section 2.A.1 includes access to the following features to the extent selected below:

IE Claim Scoring: scores eligible claims to help facilitate the identification of meritorious and questionable claims

IE Dashboards:

IE Triage: ability to quickly view claims scores and determine action

□ Insights: help operationalize and manage the scores

□ Self-Administration - Customizer: help operationalize and manage the scores

□ Loss Scenario Builder: provides ability to create custom loss scenarios utilizing industry business rules a.) AUTOMOBILE CLAIMS INFORMATION

This ISO ClaimSearch Database includes access to automobile claims database files, including auto physical damage, auto property damage liability, vehicle theft (including insurance company recoveries), vehicle salvage, VINassist™ , and vehicle claims system (VCS) records.

Purchase Order No. A5��13 :r:.' 1.

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Supplement - CLAIM ESSENTIALS (Non-Insurer)

NOTE: Access to Law Enforcement and Manufacturers Data ("LEMD") must be authorized by the National Insurance Crime Bureau ("NICB") and may be arranged through the NICB for a fee. If Licensee is so authorized, ISO will include access to the vehicle-related, third-party data in this segment. The LEMD data includes: NCIC vehicle recoveries, law enforcement (vehicle thefts - theft indicator only) data: vehicle impounds; vehicle exports; and vehicle manufacturers (shipping and assembly, paperless MCO) files.

b.) PROPERTY CLAIMS INFORMATION

This ISO ClaimSearch Database includes access to: first party loss claims reported to ISO and includes property claims resulting from all perils.

c.) CASUAL TY CLAIMS INFORMATION

This ISO ClaimSearch Database includes access to: claims records reported to ISO under casualty lines including but not limited to: workers' compensation, general liability, auto bodily injury liability, medical payments, homeowners and farmowners' liability, E&O, D&O and marine.

2.) CLAIMS REPORTING AND SEARCH FUNCTION

This function consists of the electronic access to the loss history information concerning claims contained in the ISO ClaimSearch Databases identified above provided in response to the submission of claims. The following limitations apply to the use of this function:

a.) Licensee shall designate a limited number of its Authorized Users who are directly involved in the Licensee's Authorized Use to access and use the ISO ClaimSearch Databases and to be the only persons to receive or use ClaimSearch Information on behalf of Licensee. Licensee will notify ISO immediately of any change in such designations. Licensee represents and warrants it and its Authorized Users shall use the ISO ClaimSearch Databases and ClaimSearch Information solely for the Authorized Use and for no other purpose.

b.) Licensee shall be responsible for ensuring only Authorized Users access the ISO ClaimSearch Databases and receive and use ClaimSearch Information and that those Authorized Users receive or use the ClaimSearch Information solely for the Authorized Use and only for processing active claims and where an initial claim report has been filed in the ISO ClaimSearch Databases.

c.) No information received from or through the ISO ClaimSearch Databases (including any extracts, summaries and derivatives thereof) shall be provided, in whole or in part, to any employees, other than to an Authorized User, or to any other person or entity, without ISO's express prior written consent, other than the insurance company which has provided the initial claim information to ISO.

3.) CLAIMS INQUIRY (INVESTIGATIONS QUERY) FUNCTION

This function consists of electronic inquiry access to the loss history information for the investigation of claims. The following limitations apply to the use of Claims Inquiry:

a.) The purpose of this function and its ClaimSearch Databases is to provide information that will be used to evaluate active claims and to detect and deter insurance fraud. Searches for any other purpose are strictly prohibited.

Ed: 08/2023 Page 3 of 26

4.)

Ed: 08/2023

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CONFIDENTIAL

Supplement - CLAIM ESSENTIALS (Non-Insurer) b.) Use of this function is limited to Authorized Users of Licensee whose primary responsibility is the investigation and disposition of potentially fraudulent claims. Each Authorized User must be specifically designated to use Claims Inquiry by an authorized representative of Licensee.

Licensee will notify ISO immediately of any changes in its Authorized Users.

c.) Searches shall only be conducted in connection with the investigation of an existing claim and where an initial claim report has been filed in the ISO ClaimSearch Databases. Additionally, for searches involving doctors, attorneys or other parties to the loss, Licensee must have a reasonable basis to believe that such search may provide relevant information in connection with a claim under investigation.

d.) ClaimSearch Information obtained from the ISO ClaimSearch Databases on an individual may only be used in connection with the investigation of suspicious or fraudulent claims and such information may only be disclosed to (a) persons who are involved in the investigation or resolution of the claim, or {b) law enforcement officials, in the event that the matter has been turned over to the law enforcement authorities.

e.) No search of the ISO ClaimSearch Databases may be conducted on behalf or, or at the request of, any government official other than those specifically involved in a joint investigation.

f.) No third party, including but not limited to, individuals, contractors, contract SIU organizations, care of offices, third party administrators, and business process offices, nor any person or employee,, other than the Licensee's Authorized Users designated to use Claims Inquiry, shall access Claims Inquiry or conduct searches on behalf of Licensee without ISO's express prior written consent, which ISO may grant in its sole discretion.

DATA ACCESS AND COMPLIANCE PROGRAMS

Licensee hereby requests, consents to and authorizes ISO to allow access to Licensee's relevant Licensee Information and to report or share, as appropriate, Licensee's Information submitted by Licensee, on behalf of Licensee to state insurance fraud bureaus, state fire marshals, state child support enforcement agencies {which include Child Support Lien Network {CSLN) program and Office of Child Support Enforcement program), and other agencies, to the extent ISO reports and/or shares with such entities and agencies, to assist Licensee with compliance with Licensee's statutory or regulatory claims reporting requirements. Licensee is responsible for ensuring all applicable data and information is supplied to ISO in a complete, timely, appropriate and accurate manner to satisfy the statutory and regulatory requirements.

Licensee agrees to sign any authorization forms that may be required to affect such participation and reporting. If at any time Licensee desires to limit or prohibit access to law enforcement agencies or any state agencies or to opt out of any of the compliance programs or to participate on an individual or multi-state basis, rather than in all states participating in the applicable compliance programs, Licensee shall notify ISO in writing and agrees to execute and deliver to ISO a Data Access Participation Modification Form.

a.) LAW ENFORCEMENT AND STATE AGENCY DATA ACCESS

This service authorizes ISO to grant access to law enforcement, state fraud bureau and state fire marshals to Licensee's relevant claims data and information. Licensee hereby requests, consents to and authorizes ISO to grant access to Licensee's relevant Licensee Information as follows:

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Law Enforcement Agency Access: Licensee consents to and authorizes ISO to allow access to Licensee Information by law enforcement agency personnel that meet the requirements established in the Policies. Licensee acknowledges and agrees access is for the purpose of investigating or prosecuting insurance-related crime and developing background information onpersons of interest with regard to homeland security activity.

State Fraud Bureaus / State Fire Marshals: Licensee consents to and authorizes ISO to allow online access to Licensee Informationby state fraud bureaus and state fire marshals in all states.

The foregoing authorizations, and to the extent applicable, any Data Access Participation Modification Form, do not limit or prohibit ISO from reporting information or allowing access to information in a state where there are statutory reporting requirements or otherwise as required by law.

b.) COMPLIANCE PROGRAMS

Licensee hereby requests, consents to and agrees to participate in the compliance programs set forth in this Section 2.A.4.b and requests and consents to participate in all participating states, including all states that become available through the compliance programs following the Effective Date of this Supplement.

Licensee requests, consents to and authorizes ISO to report on behalf of Licensee relevant Licensee Information to all participating states that ISO reports to and agrees and authorizes ISO to automatically include Licensee in reporting to any new states that may enter the compliance programs set forth herein.

Licensee acknowledges and agrees ISO does not report to all states and the compliance programs are not available in all states. Licensee authorizes ISO to perform searches on all claims reported to ISO against the compliance programs databases. The foregoing authorizations, and to the extent applicable, any Compliance Reporting Services Participation Modification Form, do not limit or prohibit ISO from reporting information unrelated to the Compliance Programs identified in states where it is required by law.

(1.) CHILD SUPPORT ENFORCEMENT AGENCY (CSEA) PROGRAM

This service consists of a search of the Child Support Lien Network (CSLN) Database of delinquent obligors, and the notification of the appropriate child support enforcement agency, upon the submission of a casualty claim to the ISO ClaimSearch Database. Participation in the ISO Child Support Enforcement Agency program will satisfy requirements under individual state and federal PRWORA legislation.

(a.) Licensee authorizes ISO to provide a search of the CSLN & OCSE databases to identify claims submitted by delinquent child support obligors, in compliance with requirements in several states.

(b.) The Child Support Enforcement Agency Program (CSEA) through ISO ClaimSearch is provided to participants to facilitate the notification of the appropriate agency of a claim filed by a delinquent obligor only. Any subsequent activity; notification of the participant, filing of liens, distribution of funds, or other assignment of settlement proceeds, etc., is the responsibility of the Child Support Enforcement Agency, and Licensee.

(2.) OFAC COMPLIANCE VERIFIER SERVICES

This service matches claim submissions by Licensee against data provided by various third parties which contains the names of specially designated persons or entities to which special monetary conditions and restrictions may apply.

B. DECISION NET®

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Service: 18] Premium D Enterprise

Includes Affiliates? D Yes 18] No

(3.) ISO CLAIMSEARCH® MEDICAID REPORTING SERVICE

(a.) This service consists of a search of the Rhode Island Executive Office of Health and Human Services ("EOHHS") Medicaid Assistance Intercept System (MAIS) Database of Medicaid recipients ("MAIS Database"), for those states that are enrolled in the MAIS program, upon the submission of a casualty claim to the ISO ClaimSearch® database. This service provides an automated search of the MAIS Database based on information provided by Licensee pertaining to bodily injury claims in order to identify claimants as Medicaid recipients (as further set forth above).

(b.) Access to MAIS Database through ISO ClaimSearch® is provided solely to facilitate the notification of the appropriate State Medicaid agency of a claim filed by a Medicaid Recipient and for no other purpose or function. Licensee represents and warrants that it and its Authorized Users shall use the service exclusively to facilitate the notification of the appropriate State Medicaid agency of a claim filed by a Medicaid Recipient and for no other purpose. Any subsequent activity, including notification of the participant, filing of liens, distribution of funds, or other assignment of settlement proceeds, etc., is the responsibility of the Medicaid Assistance Intercept System and Licensee.

(c.) ISO shall employ reasonable measures to conduct a search of the MAIS Database in accordance with the agreement between ISO and EOHHS affording access to the MAIS Database based on information reported to ISO by Licensee with respect to persons having filed bodily injury claims with Licensee under workers compensation and liability policies of Licensee, to match and report Medicaid Recipients to the EOHHS MAIS Database, which may report the claims to the appropriate, participating state agency.

(4.) LIABILITY BODILY INJURY AND DEATH CLAIMS REPORTING: Connecticut General Statues § 38a-318a (CT DAS)

This service assists insurers in satisfying the requirement in Connecticut for all insurers to notify the Department of Administrative Services (DAS) when a liability claim that may result in a monetary award is filed by a resident of the state. ISO provides the Connecticut personal injury and workers' compensation claims ISO receives from participants to the DAS on behalf of participants. Licensee authorizes ISO to report on behalf of the Licensee, liability bodily injury and death claims, filed by residents of Connecticut to the Connecticut Commissioner of Administrative Service.

1.) PRODUCTSa.) PUBLIC RECORDS INFORMATION ACCESS

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c.)

CONFIDENTIAL

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This Product provides access to public record information from third-party providers. Public record information includes but is not limited to names, addresses, telephone numbers, driver information, bankruptcy information, civil judgments and weather reports. Licensee warrants and represents that in accessing and using the public record data it is acting solely as a claims, subrogation or special investigation department and function of (i) the property-casualty insurance industry or (ii) the property-casualty loss management department of a third-party administrator or self-insured entity.

POLICE REPORTS ACCESS

This Product provides access to nationwide police Information including police, fire, coroners', and department of motor vehicles (DMV) Information from tens of thousands of agencies across the United States, provided ISO has access to the data and information of such agencies.

MOTOR VEHICLE INFORMATION (MVRs)

This Product provides access to the driving records (MVRs) of individuals licensed to operate motor vehicles in the jurisdictions of the United States. Licensee hereby represents and warrants it has executed the Insurance Claims Subscription Agreement with Insurance Information Exchange, a unit of ISO Claims Services, Inc. a wholly owned subsidiary of ISO ("iiX") and is in compliance with its terms and conditions. Licensee agrees if its agreement with iiX terminates, its right to access MVRs under this Supplement shall also terminate.

d.) DATA APPEND SERVICES: Social Security Number Append Service {APPEND-OS)

This service will append to claims Information missing or omitted data, specifically; social security numbers consistent with the manner of claims delivery to ISO ClaimSearch. The service provided under this Supplement is the standard service which appends data to all initial claims (property, casualty and auto). Additional or customized screening options will require additional fees and an amendment to this Supplement or a separate agreement with ISO.

2.) ADDITIONAL TERMS APPLICABLE TO THE PRODUCTS PROVIDED UNDER SECTIONS 2.A.4, 2.8 and 2.C:

a.) Licensee represents and warrants (i) it has and shall maintain for the duration of the Term of this Supplement, its participation in the Casualty layer of the ClaimSearch Databases and (ii) it and its Authorized Users shall use the programs set forth in Section 2.A.4 exclusively for the investigation of claims of Licensee.

b.) Licensee hereby acknowledges data and information provided under Sections 2.A.4, 2.8, 2.C and 2.D includes data and information provided by various third party providers and these third-party providers are third-party beneficiaries to this Supplement. Licensee acknowledges the third-party data providers shall retain all right, title, and interest in and to the data and information provided by the services under applicable contractual, copyright, and related laws, and Licensee shall use such materials consistent with the third-party data providers' interests and notify them of any threatened or actual infringement of their rights. With respect to the information supplied by third-party providers that require separate contracts Licensee hereby represents and warrants it has executed the contracts and is in compliance with their terms and conditions.

c.) Licensee agrees it shall not reproduce, retransmit, republish, or otherwise transfer for any commercial purpose any data or information Licensee receives from the Products, other than as permitted under this Supplement.

d.) Licensee shall not use or retain copies of the Products to build or to develop any electronically searchable information database in competition with ISO or third party-beneficiaries.

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Supplement - CLAIM ESSENTIALS (Non-Insurer) e.) Licensee represents and warrants it, its employees and Authorized Users of the Products shall access use the Products consistent with the privacy obligations and any other terms and provisions of the Gramm-Leach-Bliley Act (15 U.S.C. 6801 et seq.) ("GLB") or any similar state or local statute, rules and regulations, the Federal Drivers Privacy Protection Act (18 U.S.C. Section 2721 et seq.) ("DPPA") and similar state and local statutes, rules and regulations, and such legislation and rules and regulations as may be enacted or adopted after the date of this Supplement, by any federal, state or local government body. In addition, Licensee shall not use any data or information received from the Products for consumer credit purposes, consumer insurance underwriting, employment purposes, or for any other purpose covered by the federal Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) or similar state or local statute, rule, or regulation. Licensee shall abide by such legislation and rules and regulations as may be enacted or adopted after the date hereof.

f.) in addition to any ISO's audit rights, the third-party data providers shall also investigate all legitimate Information of abuse or misuse of their services. Violations discovered in any review will be subject to immediate action including, but not limited to, termination of Licensee's right to use the public records services, legal action, and/or referral to federal or state regulatory agencies.

g.) Licensee acknowledges and agrees the Products and information in the Products are obtained from third-party providers and any third-party data provider to them (for purposes of Sections 2.A.4, 2.C indemnification, warranties and limitations on liability the third-party data providers and their data providers are hereby collectively referred to as third-party providers and together with ISO, the "Service Providers"), may not be thorough or accurate, and Licensee shall not rely on the Service Providers for the accuracy or completeness of information supplied.