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HomeMy WebLinkAboutBack-Up DocumentsDocusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 = Verisk- _ MASTER AGREEMENT December 2022 Edition Agreement made this 15th of June, 2026 (the "Effective Date") between Insurance Services Office, Inc., a wholly - owned subsidiary of Verisk Analytics, Inc. ("ISO"®), with offices at 545 Washington Boulevard, Jersey City, New Jersey 07310- 1686 on behalf of itself, its subsidiaries and affiliates (collectively referenced herein as "Verisk"®) and the City of Miami, having offices at 444 Southwest 2nd Avenue, Miami, FL 33130 ("City" or "Licensee") the City and Insurance Services Office, Inc. hereinafter sometimes referred to individually as a "Party" or collectively as the "Parties". The Parties agree that this Agreement replaces and supersedes all prior or contemporaneous agreements, representations, understandings, or communications, oral or otherwise, between Verisk and City covering the same subject matter as this Agreement, and further agree any Supplement(s) existing and attached to any prior master agreement between ISO and City shall be added to this Agreement and remain in full force and effect unless terminated or expired. Any conflicts between the terms of this Agreement and a Supplement, shall be resolved in favor of such Supplement as most recently executed by the Parties. In consideration of the mutual covenants contained herein and for good and valuable consideration by both Parties, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. DEFINITIONS. a. "Affiliate" 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 more than 50% of the voting equity 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 that is authorized by Verisk and listed in Annex A. b. "Agreement" means this agreement and all Exhibits, Annexes, Addenda, and Supplements attached hereto or referenced herein. c. "Confidential Information" means and includes any non-public information disclosed by either Verisk or Licensee (in such capacity, the "Disclosing Party") or any of the Disclosing Party's Affiliates or any of their respective agents, employees, consultants, contractors, advisors or representatives to the other party (in such capacity, the "Receiving Party") or the Receiving Party's Affiliates or their respective agents, employees, consultants, advisors or representatives, either directly or indirectly, in writing, orally or by inspection, pursuant to or in connection with this Agreement or pursuant to the Parties' discussions and communications in connection with the potential license, test, pilot, demonstration or evaluation of any products or services of Verisk that would be or shall be licensed under this Agreement and shall include, but not be limited to, this Agreement and its terms, the Products and any non-public information relating thereto (in the case of Verisk), any non-public data or information relating to the Disclosing Party and its Affiliates, employees, consultants, contractors, suppliers and/or other third parties, including, but not limited to, pricing information and models, product and service information, planning information, marketing strategies, forecasts, strategic plans, financial or operational data, information with respect to customers or prospects, sales projections, business plans, internal performance results and other non-public documentation relating to past, present or future business activities and all reports, compilations, studies, designs, plans, formulae, ideas, computer software, computer programs, computer code, inventions (whether or not patentable), techniques, processes, data analytics processes, technologies, methodologies, schematics, algorithms, testing procedures, software design and architecture, technical information, prototypes, samples, plant and equipment, analyses, data, data compilations, databases, metadata, embedded data, know-how, show -how and trade secrets, and other non-public information, whether or not relating to the business relationship between the Parties hereunder. d. "Product" or "Products" means any and all data, products, information, Verisk supplied software and associated documentation which are subject to the terms and conditions of this Agreement, as may be further described in the particular Supplements. Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 e. "Services" means any and all services provided by Verisk which are subject to the terms and conditions of this Agreement, as may be further described in the particular Supplements. f. "Supplement(s)" means all Product Supplements attached to this Agreement and incorporated by reference herein, in each case as may be amended, varied or supplements from time to time. g. "Territory" means, unless otherwise identified in a particular Supplement, the states, commonwealths, jurisdictions and territories of the United States of America, including the District of Columbia, Guam, Puerto Rico, and the US Virgin Islands. 2. GRANT OF LICENSE. a. Subject to and conditioned upon Licensee's continued compliance with all the terms and conditions of this Agreement, Verisk grants to Licensee a non-exclusive, non -transferable, non -assignable, non-sublicensable, limited license to use, in the applicable Territory, the Products licensed and Services provided under this Agreement, which are obtained either directly from Verisk or from a third -party licensed by Verisk to distribute them to Licensee, for the term and upon the additional terms and conditions designated in the applicable Supplement, in each case, solely for the purposes of Licensee's property/casualty insurance or property and casualty reinsurance business for risks located in the Territory (the "Purpose"). Licensee is strictly prohibited from using any Product(s) or Service(s) in any mariner or for any purpose other than as expressly permitted by the Purpose in this Agreement. Licensee may copy or reproduce the Product(s) at its premises for internal distribution to Licensee's employees as permitted in Section 5 below, but may not use a third -party to copy or reproduce the Product(s) unless that third -party is licensed by Verisk to supply the Product(s) to Licensee and Licensee has confirmed with Verisk in writing that the third -party is, in fact, licensed to do so. Except as may be permitted under Section 5 below or in a particular Supplement, Licensee agrees to restrict access to all Products and Services, and any data or information therein, only to those employees of Licensee who have a need to use or access them solely for the Purpose ("Authorized Users"). Access to some Products or Services may be further limited to certain Authorized Users as identified on a Supplement. Except as may be permitted herein, including, without limitation in a particular Supplement, neither Licensee, nor its Authorized Users, nor any other users authorized in a Supplement shall sell, sub -license, transfer, distribute, publish, disclose, display or otherwise make any of the Products or Services or any of the information or data therein, available, in whole or in part, to any other person or entity, including but not limited to, agents, representatives, advisors, consultants, service providers, subcontractors, and anyone acting by or through Licensee (collectively, "Licensee Representatives"), without the express written consent of Verisk. The storage, transfer, processing, use of, or access to any of the Products or Services, or any of the information or data therein available, outside of the Territory without obtaining the prior written consent of Verisk is strictly prohibited and shall be a material breach by Licensee of this Agreement or applicable Supplement. Although some tangible objects may be delivered to Licensee pursuant to this Agreement, title to such objects shall not pass to Licensee. b. The Parties shall maintain adequate records pertaining to their business operations, data protection and security practices, and the Products and Services, including without limitation, records related to the use, process, payment, transfer, handling, storage, distribution thereof and access thereto, and other matters relevant to this Agreement. For the purpose of verifying the Parties' compliance with this Agreement, during the Term of this Agreement, the term of any Supplement, and for a period of three (3) years after the expiration or termination of this Agreement, the Parties agree to provide each other access to and the right to examine and copy, on at least ten (10) days prior written notice to the other Party, the Parties' books of account, information, operations, records, documents and other materials under the control of the other Party, and other related entities, which contain records of the Parties' access or use of the Products and Services, payment for the Products and Services, disclosure and distribution of Confidential Information of either Party and Products and Services, or the Parties' performance of its obligations under this Agreement. All such records shall be kept available by the Parties for at least three (3) years after the period to which they relate. The Parties may exercise this right during normal business hours, once in any twelve (12) month period, unless (i) requested by a regulator, (ii) a Party believes that the other Party has violated any term or condition of this Agreement or (iii) an audit establishes or reasonably suggests a Parties' non-compliance, which, in each such case in clauses (i), (ii) and (iii), the Party may exercise this right to audit at any time. Without limitation, failure of a Party to allow an audit as permitted herein or to reasonably cooperate with the other Party in any aspect thereof shall be a material breach of this Agreement. The audit will be conducted by the Party or its authorized representatives and at that Party's expense (excluding operational costs). In addition to the audit, the Parties agree that each Party may, from time -to -time, but not more than annually, present, and the Parties shall complete and return, reasonable questionnaires regarding the security practices and procedures of a Party in connection with the access and use of the Products and Services, and data 2 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 handling, retention, payments, and storage. In the event that Licensee has authorized a third -party to have access to any Product or Service on behalf of Licensee (which access is not permissible without the prior written consent of Verisk) , Licensee shall cause any such third -party to agree to and comply with the provisions of this Section as if such third -party was the Licensee. The results of and all records created pursuant to an audit conducted by either party shall be Confidential Information and shall be treated by the parties in accordance with Section 4. c. Licensee will be responsible for the failure of any of its Authorized Users or any third -parties used by Licensee in connection with the terms of this Agreement, and for any unauthorized disclosure, access or use by any of its Authorized Users or other third -parties of the Products or Services licensed or provided pursuant to this Agreement or the information contained therein or derived therefrom. Licensee will remain responsible for any omissions or acts, services and functions performed by any third -party to the same extent as if such omissions, acts, services, or functions were made by Licensee's Authorized Users. d. Licensee understands and acknowledges that various laws require Verisk to safeguard information which insurers, customers and other third -parties entrust into Verisk's care. Verisk maintains strict privacy and security polices to ensure that access to and use of said information is limited to users authorized by Verisk and permitted purposes. In accordance with these policies, Licensee agrees to comply with Verisk's onboarding and credentialing process for each Product or Service subject to the Agreement. e. Notwithstanding anything in the Agreement, in the event Licensee fails to satisfy any of the conditions specified above, Verisk may immediately cease providing Products and Services to Licensee and may terminate access to the Products and Services and thereafter notify Licensee of same without further obligation to Licensee. f. Notwithstanding anything in this Agreement to the contrary, Licensee acknowledges that Verisk has offices offshore and that employees of Verisk at such locations may access Confidential Information of Licensee provided to Verisk under this Agreement to support Verisk's Products, Services and business operations. Verisk agrees that such employees who are involved in the support of Verisk's Products, Services or business operations shall be subject to obligations of confidentiality to keep such information confidential. g. The Parties agree and acknowledge that Verisk may utilize a third -party cloud service provider for iikr the storage, access, transfer, and processing of Licensee's information and all information related to the Products and Services provided under the Agreement. 3. TERM AND TERMINATION. This Agreement is effective on the Effective Date specified above and shall remain in force for a period of three (3) years therefrom unless terminated earlier in accordance with this Agreement (the "Term"). Any Supplement(s) shall be effective as of the date set forth in such Supplement and shall remain in effect for the term set forth in such Supplement unless otherwise terminated. a. Verisk, or in the case of a Supplement, Verisk or the applicable Affiliate, may terminate this Agreement and/or any Supplement(s) (except with respect to such Supplement, as may be otherwise set forth therein) as follows: (1) if Licensee materially violates any term or condition of this Agreement and fails to cure said violation (that is curable) within thirty (30) days following receipt of written notice thereof from Verisk and in such event, Verisk may cease providing the Product(s) and Service(s) to Licensee unless and until Licensee cures said breach to Verisk's satisfaction; or (2) if Licensee defaults in the payment of any fee(s) due under this Agreement, or portion thereof, with ten (10) days' prior written notice; or (3) if Verisk or any of its Affiliates makes a business decision to discontinue any Service(s), Product(s) and/or the maintenance and support of any Product(s) or Service(s) licensed hereunder, provided, however, that Verisk or its applicable Affiliate shall provide Licensee with at least ninety (90) days' notice of any such discontinuance, subject to the provisions of Section 2.e. above; or (4) if, Verisk or its applicable Affiliate, makes a business decision to discontinue participation for any line of insurance, or subdivision thereof, territory, Product or Service, provided, however, that Verisk, or its applicable Affiliate, shall provide Licensee with at least one hundred eighty (180) days' notice of any such discontinuance; or 3 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 (5) upon the effective date of legislation, regulation or judicial ruling or decision requiring Verisk to discontinue participation for any line of insurance, or subdivision thereof, territory or participation Product and/or Service, or discontinue providing any other Product(s) or Service(s); or (6) immediately without prior notification if Licensee (i) terminates or suspends its business, or shall cause or institute any proceeding for the dissolution or termination of its business; (ii) becomes subject to any bankruptcy or insolvency proceeding under federal or state law; (iii) becomes insolvent or becomes subject to direct control by a trustee, receiver, custodian, liquidator or similar authority (or consents to the appointment of any of the foregoing); or (iv) shall admit in writing the inability to pay its debts generally as they become due; or (7) immediately, without prior notification, if Verisk or any of its Affiliates is no longer authorized by a third- party provider(s) to deliver the Service, Product, or the information contained therein, or if directed by a third -party provider, and in each such case Verisk or its Affiliate may immediately terminate Licensee's access to the Product or Service or the information contained in the Product or Service; or (8) immediately without prior notification if in providing any of the Products or Services (or portion thereof), (A) Verisk violates or would violate any rule, law, or regulation applicable to such Products or Services, (B) provision of the Products or Services (or any portion thereof) does or would result in a violation of any law or regulation applicable to any such Products or Services, this Agreement or Verisk, or does or would result in a violation of a court order, judicial action, or other regulatory action; or (9) immediately, upon written notice, if Verisk or its applicable Affiliate makes a decision that the continued license or provision of a Product or Service, or any data contained in, or delivered in whole or in part from the Product or Service, to Licensee would pose a security risk or intellectual property issue, or would, in the opinion of counsel, cause Verisk or any of its Affiliates to violate the rights of any entity or person. Where Verisk is not required to provide notice in advance of termination, it shall use commercially reasonable efforts to provide notice as soon as practicable after such termination, provided, however that in no event shall Verisk be liable to Licensee in any way for any failure or delay to provide such notice. b. Licensee may terminate this Agreement and/or any Supplement(s), or portion thereof (unless otherwise set forth in such Supplement): (1) immediately if Verisk terminates or suspends its business; or (2) (3) immediately if Verisk becomes subject to any bankruptcy or insolvency proceeding under federal or state law; immediately if Verisk becomes insolvent or becomes subject to direct control by a trustee, receiver, custodian, liquidator or similar authority (or consents to the appointment of any of the foregoing); (4) for convenience upon 180 days' prior written notice. c. On the effective date of termination, including the expiration of this Agreement or any Supplements, Verisk shall have the right to immediately cease providing applicable Products and Services to Licensee and immediately terminate Licensee's access to Product(s) and Service(s) and any data and information therein, without notice or demand, and all rights of Licensee to access and use the Product(s) (including all data and information therein) and Service(s) shall immediately terminate and Licensee shall immediately discontinue, and shall cause each of its Authorized Users, Licensee Representatives, and any other third -party to whom access has been granted (which access is not permitted without the prior written consent of Verisk) to immediately discontinue, use of the Products and Services (including all data and information therein), and at Verisk's option Licensee shall, and shall cause each of its Authorized Users, Licensee Representatives, and any third -party to whom access has been granted (which such access is not permitted without the prior written consent of Verisk) to: (1) immediately return to Verisk or (2) purge, delete, and destroy any and all applicable Products, documents, or other material of any kind, in whatever format provided, together with all manuals, associated documentation, copies, reproductions and samples of any of the foregoing (including media, electronic or computer files), and all electronic and systems copies. In each case Licensee shall furnish to Verisk a certified affidavit of return or destruction of the Products (including all information and data therein) sworn to by an officer of Licensee. To the extent any of the items enumerated in this Section 3.c.(2) are considered public records under Florida's Public Records Law, such items may be retained solely to the extent necessary for City to comply with Florida's Public Records Law (the "Record Retention Period") and shall, at the earliest time permitted under Florida's Public Records law purge, delete, and destroy such items and furnish to Verisk a certified affidavit of return or destruction of the Products (including all information 4 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 and data therein) sworn to by an officer of Licensee. All other terms and conditions of this Agreement shall remain in full force and effect with respect to any items retained during any Record Retention Period. d. In the event of termination as a result of Licensee's failure to comply with any of its obligations under this Agreement, Licensee shall continue to be obligated for any payments due up to the effective date of termination. e. In the event of termination as a result of Verisk's failure to comply with any of its obligations under this Agreement or Verisk's business decision to discontinue the Product or Services as outlined above, Verisk shall refund a pro-rata portion of any pre -paid fees. f. If the license to use any Product or Service provided to Licensee electronically is terminated by Verisk or its Affiliate, as applicable, under Section 3.a.(1) or (2) or is terminated by Licensee, Licensee will be liable and charged for payment of all applicable termination charges related thereto. g. Termination of this Agreement and/or any Supplement(s) shall be in addition to and not in lieu of any other remedies available to Verisk. 4. CONFIDENTIAL INFORMATION AND RESTRICTION AGAINST TRANSFER OF CONFIDENTIAL INFORMATION. a. Subject at all times to Florida Public Records Law (defined below), each of Verisk and Licensee acknowledge and agree that much, if not all, of the non-public information and data of the other Party or its Affiliates, agents, licensees or third -parties which has previously, is presently, or will subsequently come into its or its Affiliates' possession, either directly or indirectly, pursuant to this Agreement or pursuant to the Parties' discussions and communications in connection with the potential license, test, pilot, demonstration or evaluation of any products or services of Verisk that would be or shall be licensed under this Agreement, consists of Confidential Information of the Disclosing Party. Except as set forth in this Agreement or otherwise agreed to in writing by Verisk or any of its Affiliates on the one hand, and the City or its Affiliates, on the other hand, the Receiving Party agrees to hold the Disclosing Party's Confidential Information in strictest confidence, and agrees not to release or disclose such Confidential Information to any individual or entity, whether employee, contractor, consultant or otherwise, either during the Term of this Agreement or thereafter except that, subject to the limitations set forth in Section 2 above and any Supplement, the Receiving Party may disclose such information to such of the Receiving Party's directors, officers, and employees (for the purposes of this Section 4, each such director, officer and employee, a "Receiving Party Representative") who have a bonafide need to know and are necessarily involved in the performance of the Receiving Party's obligations hereunder, provided such Receiving Party Representatives are bound by confidentiality obligations to keep the Disclosing Party's information confidential that are at least as strict as those contained in this Section 4. Each Receiving Party agrees that during the Term of this Agreement and to the extent the Confidential Information is subject ongoing protection pursuant to Applicable Law (as defined in Exhibit A, Information Security and Privacy) after the Term, or in the case of Receiving Party being Licensee it agrees that during the Term and thereafter, it shall not and shall not permit any of its Receiving Party Representatives to (i) use the Confidential Information of the Disclosing Party except in connection with the Receiving Party's performance of its obligations under this Agreement or as otherwise permitted in this Agreement, or (ii) disclose or release any of the Confidential Information of the Disclosing Party except as permitted by this Agreement or as otherwise agreed to in writing by the Parties. b. Each Party hereto agrees that notwithstanding the restrictions noted in subsection (a) above, in the event that the Receiving Party or any of its Receiving Party Representatives or Receiving Party Professional Advisors (as defined below) or, if applicable, third -parties, is compelled by legal process or required by applicable law, rule, regulation or lawful order or ruling of any court, government, agency or regulatory commission to make any disclosure of any of the Confidential Information, including materials subject to mandatory disclosure requirements under Article I, Section 24 of the Florida Constitution, Chapter 119, Florida Statutes, or other applicable law requiring disclosure of public records ("Florida Public Record Law") of the Disclosing Party, unless prohibited by law, the Receiving Party shall first give prompt written notice of such requirement to the Disclosing Party, shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and shall provide commercially reasonable cooperation to the Disclosing Party in seeking to obtain such protection. The Receiving Party further agrees that if the Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, the Receiving Party, Receiving Party Representative, Receiving Party Professional Advisor, or third -party, as applicable, shall disclose only that portion of the Confidential Information which it is legally required to be disclosed and, at the request and expense of the Disclosing Party, will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information. c. The Receiving Party acknowledges and agrees that due to the nature of the Disclosing Party's Confidential Information, any breach or threat thereof of its obligations hereunder, or any unauthorized use or release or threatened use or 5 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 release of any Confidential Information of the Disclosing Party, may result in irreparable harm to the Disclosing Party and that, without limiting a Party's other rights and remedies in law or equity, the Disclosing Party shall be entitled to seek appropriate equitable relief, including an injunction (without the necessity of posting bond) or specific performance, against the Receiving Party for breaching or threatening to breach this Agreement in addition to whatever remedies it might have at law. Licensee shall be liable for any breach of the confidentiality provisions set forth in this Agreement or Supplement by any of its affiliates, or its or their directors, officers, employees, representatives, contractors, consultants, advisers, agents or other third parties if applicable. d. The Parties agree that the terms and conditions of this Agreement, including, without limitation, all Exhibits, attachments, Annexes, Addenda and Supplements, are confidential notwithstanding any failure to mark it so, and that neither Party shall disclose the contents of this Agreement except to such Verisk's and Licensee's legal, financial, and tax advisers (each such legal, financial, and tax advisor, a "Receiving Party Professional Advisor") who have a bonafide need to know the terms and conditions of this Agreement and who are under obligations of confidentiality by law or written agreement without the prior written consent of Verisk, provided however, that the general existence of this Agreement shall not be treated as Confidential Information. e. The Receiving Party shall be responsible for maintaining the security of the Confidential Information of the Disclosing Party and for complying with all Applicable Privacy Laws (as defined in Exhibit A, Information Security and Privacy). f. The foregoing obligations shall not apply to any information which: i) is or becomes known publicly through no violation by the Receiving Party of the provisions hereof or any other confidentiality obligation with respect thereto; or ii) is acquired or learned by the Receiving Party on a non -confidential basis from a third -party not under a duty of confidentiality with respect thereto; or iii) is already known to the Receiving Party on a non -confidential basis before receipt from the Disclosing Party as shown by the Receiving Party's written records; or iv) is independently developed by the Receiving Party, as shown by the Receiving Party's written records, without use of or reference to the Disclosing Party's Confidential Information, or v) in the case of Licensee's Confidential Information, has been aggregated to a level where it can no longer be identified as Confidential Information of the Licensee. g. Except with Verisk's prior written consent, Licensee shall not permit access to, or use of, any of the Products, or Services, or the information contained therein or derived therefrom, by any person or entity other than its Authorized Users. Further, except with Verisk's prior written consent, Licensee shall not, and shall not allow its Authorized Users, or any third - party (if any), to (i) access or use the Product(s), or Service(s), or any data or information therein, for any unauthorized purpose; (ii) store or otherwise input any Product(s), or Service(s), or any data or information therein, in any physical location or Internet or other electronic medium accessible to any third -party; or (iii) store, transfer, process, use or access any Product(s) or Service(s) outside of the Territory. h. The foregoing obligations of each Party shall survive the termination or expiration of this Agreement. The terms of this Section 4 shall expressly govern and control over any conflicting terms set forth in a prior confidentiality or non -disclosure agreement entered into by and between the Parties with respect to the subject matter of this Agreement or any of the Products or Service(s). i. In the event that any Confidential Information of Verisk is requested from the City pursuant to Chapter 119, Florida Statutes, or any other applicable public records law, the City shall provide Verisk with prompt written notice of such request and a reasonable opportunity to seek a protective order or other appropriate remedy in a court of competent jurisdiction.. 5. USE RESTRICTIONS ON THE PRODUCT(S) AND SERVICE(S). a. Except as otherwise provided in this Agreement, none of the Services provided, nor any of the Products licensed hereunder or any information or data contained therein, may be accessed, copied, reproduced, redistributed, sold, sublicensed, filed or otherwise used, transferred or disclosed, in any manner, without the prior written permission of Verisk or, if the Product or Service, or the portion thereof to be copied, distributed, accessed or used is proprietary to a third -party, the permission of that third -party. Licensee must receive Verisk's written permission prior to making a Product(s) or Service(s) available in electronic format, including but not limited to, via the Internet, extranet, local area network, wide area network, or similar technology and Licensee agrees to pay any associated fees. b. Except as allowed in any specific Supplement, Licensee shall not permit, direct, authorize or otherwise cause through any means, any third -party, whether individual, contractor, vendor, consultant, representative or organization, including but not limited to, Licensee Representatives, or any other person or entity, to access, interface with or use the Service(s) or Product(s) unless Verisk provides prior written consent, which Verisk may grant in its sole discretion. Verisk may require 6 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 Licensee and/or the third -party to comply with specific security requirements and/or pay additional fees and/or may require additional licensing or other requirements of such consent, including, without limitation, requiring that the third -party be licensed itself by Verisk to use the Product or Service solely to provide a product or service to Licensee. c. Licensee shall not and shall not attempt to, and shall not permit or authorize any third -party to or attempt to: (i) copy, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of any Products, Services, or any software, documentation or data related to the Products and Services, provided under this Agreement; or (ii) use the Products or Services other than in accordance with this Agreement, the applicable Supplement, and in compliance with all Applicable Laws (as defined Exhibit A, Information Security and Privacy) and intellectual property rights of Verisk and its third -party providers. d. Licensee shall not and shall not attempt to, and shall not permit or authorize any third party to or attempt to utilize robotic process automation, artificial intelligence, or any other similar automation tools, software, technology, or processes to access, interface with, or use the Products, Services, or any software documentation, or data in whole or in part (collectively the "Automation Tools") without Verisk's prior written consent. Verisk may require Licensee to comply with specific security requirements and pay additional fees as a condition to any permissions that Verisk may consent to under this paragraph and Verisk may revoke the authorization at any time upon its sole discretion. Licensee agrees that its use of the Automation Tools will not cause any disruptions to Verisk's Products, Services, data, or systems. Licensee shall be fully liable and responsible for the its use and deployment of Automation Tools and for the acts, services, functions, and effect on Verisk Products, Services, data, or systems performed by the Automation Tools to the same extent as if such acts, services, functions, and effect on Verisk Products, Services, data, or systems were performed by Licensee, including Licensee's Authorized Users. e. The Parties herein mutually agree that any breach of Section 5. shall constitute a non -curable breach of this entire Agreement for cause and, notwithstanding anything herein to the contrary, this Agreement shall automatically terminate, with or without notice. Such non -curable breach of Section 5. shall entitle Verisk to seek, in addition to its other rights and remedies hereunder or at law, injunctive or equitable relief (without the necessity of posting bond), and such further relief as may be proper from a court of competent jurisdiction. 6. FEES. a. Service and Product License Fees: Licensee agrees to pay Verisk all fees invoiced for Services and Products within forty-five (45) days of receipt of a proper invoice, which shall include sufficient detail to meet the definition for "proper invoice" within s. 218.72, Florida Statutes. Failure to submit a proper invoice may result in a delay of payment, and the Licensee shall not be held liable for any interest that may accrue as a result. The fee for the initial term for each Service or Product licensed is indicated on the applicable Supplement. Licensee shall have forty-five (45) days from the date of any renewal notice to advise Verisk in writing of its intent to make adjustments in its order for the Service(s) or Product(s). Licensee shall be responsible for payment of fees for all Services and all Products licensed, regardless of whether Licensee actually uses or accesses any or all such Services or Products, except in the case of early termination. b. Taxes. Except for taxes based on either Party's income and unless Licensee provides Verisk with a valid tax exemption certificate, Licensee shall be responsible for payment to Verisk of all federal, state and local sales, excise, use or similar taxes in connection with Licensee's licensing or use of the Service(s) and Product(s) licensed or provided hereunder. Licensee shall pay Verisk interest on all charges not paid within thirty (30) days at the rate of one percent (1%) per month or the maximum interest permitted by law, whichever is less. c. Non -Refundable. All fees are nonrefundable unless otherwise indicated in writing. Notwithstanding the foregoing, in the event of early termination, Verisk shall refund a pro-rata portion of the fees set forth in the applicable Supplement, calculated based on the effective date of termination, unless termination is pursuant to Section 3.a.(1), 3.a.(2) or 3.b.(4). d. Reinstatement Costs. If Verisk suspends access to Products or Services, in whole or in part, pursuant to Section 2.e., or terminates this Agreement, in whole or part, pursuant to Sections 3.a.(1) or (2) and agrees to reinstate distribution of or access to any Products or Services, Verisk will reinstate distribution of and/or access to Product(s) or Service(s) only after Licensee pays all outstanding charges, including any interest and administrative costs that Verisk may impose, and all charges incurred by Verisk in disconnecting and reconnecting Licensee's access to the Product(s) or Service(s), if applicable. e. Costs for Products and Services Provided Electronically. For any Service(s) or Product(s) which will be provided to Licensee electronically, Licensee, at Licensee's expense, must: (i) provide all necessary Licensee equipment and appropriate interfacing devices; and (ii) pay for all costs to connect to a Verisk-provided connect point or designated node. 7 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 7. REPRESENTATIONS AND WARRANTIES. a. Licensee represents and warrants that it is the proprietor, copyright owner or the authorized licensee of any data or information provided by License to Verisk in connection with the Products or Services licensed or provided under this Agreement and that Licensee has all necessary right, title and interest to provide such data and information to Verisk for the purposes intended under this Agreement. Licensee shall promptly notify Verisk of any change in Licensee's ownership or right to provide such data or information to Verisk and undertakes not to do anything to intentionally prejudice the rights granted to Verisk herein. Licensee shall notify Verisk in writing of any confidentiality, privacy or data protection issues pertaining to such data or information. Licensee represents and warrants to Verisk that such data and information does not infringe, misappropriate, or violate the intellectual property rights of any third- party. b. City represents and warrants that (i) it has the necessary control over any Affiliate that contracts under this Agreement to bind such Affiliate to this Agreement and applicable Supplement; and (ii) that City will be responsible for all acts or omissions related to such Affiliate's compliance with the terms and conditions in, and performance of, this Agreement and applicable Supplement. Verisk reserves the right to not contract with any affiliate of City in its sole discretion. c. Each Party represents and warrants that it is in compliance and during the Term of this Agreement shall comply with all federal, state and local statutes, regulations and rules (including those governing privacy and security of data) applicable to it and to its obligations under this Agreement. d. Each Party represents and warrants that it has not and will not violate any export control laws, codes, or regulations including, but not limited to, the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. Each Party warrants that it is (1) not located in Cuba, Iran, North Korea, Sudan, Syria, or Russia, and (2) not a denied party as specified in the regulations listed above. Each Party agrees to comply with all applicable export and reexport control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, each Party covenants that it shall not — directly or indirectly — sell, export, reexport, transfer, divert, or otherwise dispose of the Product(s) or Services, or any other products, software, or technology (including products derived from or based on such technology) received from or provided by Verisk under the Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. Furthermore, Licensee agrees to indemnify, to the fullest extent permitted by law and independent of any limitation of liability, Verisk from and against any fines or penalties that may arise as a result of Licensee's breach of this provision. This export control clause shall survive termination or expiration of this Agreement or any applicable Supplement. e. Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of it has been properly authorized and empowered to enter into this Agreement. Each Party represents and warrants that it is in valid existence and in good standing under the laws of a state or commonwealth of the United States; that it has the requisite power and authority to execute, deliver, and perform this Agreement; that it has duly authorized execution, delivery, and performance of this Agreement; that it has and shall maintain any governmental license, authorization, or qualification required for it to perform pursuant to this Agreement; that no approval, authorization, or consent of any governmental or regulatory authority is required to be obtained for it to execute, deliver and perform pursuant to this Agreement; and to its knowledge, there is no outstanding litigation, arbitrated matter, or other dispute to which it is a party which, if decided unfavorably to it, would reasonably be expected to have a material adverse effect on that Party's ability to fulfill its respective obligations under this Agreement. f. Each Party represents and warrants that during the Term of this Agreement, it has, will maintain, and adhere with, its own internal policies and procedures related to compliance with applicable U.S. anti -bribery and corruption laws and regulations and data export control laws. 8. SECURITY REQUIREMENTS. Each of Verisk and Licensee agree to the security and privacy requirements as applicable to it as set forth in Exhibit A, Information Security and Privacy attached hereto, and hereby incorporated into the Agreement by this reference. 9. ACKNOWLEDGEMENT OF INTELLECTUAL PROPERTY a. Licensee acknowledges that Verisk claims all right, title, interest, and ownership of, and a copyright in, the Products and Services, and any related technology and intellectual property rights, and Licensee shall not contest or dispute, and waives any defense concerning, any valid ownership or copyright claim made by Verisk in the Products and Services. Verisk is Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 the owner or authorized licensee of all proprietary information contained in the Products and Services and has the right to grant Licensee the license to use the Products in accordance with this Agreement. Licensee agrees not to take any action that would in any way impair, jeopardize, be inconsistent with, or violate Verisk's ownership of the Product(s) or Service(s) or any valid Verisk copyright. Verisk's claims of copyright relate to all Products and Services provided to Licensee pursuant to this Agreement, unless it is stated in the Supplement(s), or on the Product or Service itself, that a Product or Service is copyrighted by or proprietary to a third -party. All applicable rights to patents, copyrights, trademarks and trade secrets in the Products and Services, and any modifications made to the Products and Services, and in the information therein, shall remain in Verisk or the applicable third -party. Licensee agrees that such third -parties are third -party beneficiaries of this Agreement and are entitled to enforce their rights hereunder against Licensee. Nothing in this Agreement shall be construed as granting to Licensee any right, title, or interest in or to any patent, trademark, copyright or other right of Verisk or the applicable third -party. Licensee warrants and represents that it will take all reasonable steps necessary to protect and preserve the Product(s)and Service(s) and the interests and rights of Verisk and any applicable third -parties therein, including appropriate action by instruction or agreement with its employees or other authorized users permitted access to any of the Products or Services. b. Licensee shall not and shall not attempt to, and shall not permit or authorize any third -party to or attempt to: (i) perform automated data collection of information from Verisk's systems; (ii) de -compile, reverse -engineer, modify, alter, tamper with, translate, or otherwise create any derivative works, including competing products or services, based on any of the Products, Services, or any software, documentation or data related to the Products and Services; (iii) create or develop a database, warehouse, repository, or other source of information that could be used in lieu of any Product or Service or any of the information contained therein or derived therefrom. 10. REQUIRED COPYRIGHT NOTICE. AP I - a. If Product(s) or Services are reprinted, copied or otherwise used in full, copies must reflect the copyright notice actually shown on the Product(s). b. If Product(s) or Services are reprinted, copied or otherwise used in part, the following legend must appear at the bottom of each page so used unless otherwise stated in a Supplement for a particular product: "Includes copyrighted material of Insurance Services Office, Inc. with its permission." If the material to be reprinted, copied or otherwise used is copyrighted by a third -party, Licensee must obtain permission of the copyright owner to so use the material, and abide by any requirements set forth by the third -party. 11. LIMITATION ON WARRANTIES; NO LIABILITIES. a. THE INFORMATION INCLUDED IN EACH OF THE PRODUCTS OR SERVICES MAY BE STATISTICAL SAMPLES AND/OR ACTUARIAL CALCULATIONS, AND VERISK MAKES NO WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, THAT ANY OF THE PRODUCTS OR SERVICES WILL ACCURATELY REFLECT, PREDICT OR RESEMBLE EXPERIENCE FOR THE ENTIRE INSURANCE INDUSTRY OR ANY INSURER(S). ALL PRODUCTS, SERVICES, AND ANY DATA AND INFORMATION CONTAINED THEREIN OR DERVIED THEREFROM ARE WHOLELY ADVISORY IN NATURE AND ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS ONLY. VERISK DOES NOT WARRANT THE COMPLETENESS, ACCURACY, CURRENCY OR PREDICTIVE VALUE OF ANY OF THE PRODUCT(S), SERVICE(S), OR ANY OF THE DATA OR INFORMATION THEREIN. VERISK SHALL HAVE NO LIABILITY FOR CONCLUSIONS, JUDGMENTS, OR DECISIONS THAT MAY BE MADE OR REACHED BY THE LICENSEE WITH RESPECT TO OR USING THE PRODUCT(S), SERVICES(S), OR ANY OF THE INFORMATION OR DATA CONTAINED THEREIN OR DERIVED THEREFROM. OTHER THAN THOSE REPRESENTATIONS OR WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT, VERISK MAKES NO REPRESENTATIONS, COVENANTS, OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF CONDITION, QUALITY, DURABILITY, SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR IN RESPECT OF ANY WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING, OR USAGE OF TRADE. WITH RESPECT TO PRODUCT(S) OR SERVICE(S) PROVIDED TO LICENSEE ELECTRONICALLY, VERISK DOES NOT WARRANT THAT ACCESS WILL BE AVAILABLE DURING ALL SCHEDULED HOURS OF OPERATION. ORAL STATEMENTS DO NOT CONSTITUTE WARRANTIES, SHALL NOT BE RELIED UPON BY LICENSEE, AND ARE NOT PART OF THIS AGREEMENT. b. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER VERISK NOR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTICIPANTS, OR THIRD -PARTY PROVIDERS SHALL BE LIABLE TO LICENSEE, NOR TO ANYONE ELSE, FOR ANY LOSS OR DAMAGE OF ANY KIND OR HOWEVER CAUSED, OR WHETHER RESULTING FROM TORT 9 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 (INCLUDING NEGLIGENCE), INDEMNIFICATION, OR OTHER FORM OF ACTION OR THEORY OF LIABILITY, EVEN IF ANY OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY. IN NO EVENT SHALL VERISK OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTICIPANTS, OR THIRD -PARTY PROVIDERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, LOSSES OR EXPENSES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, FAILURE TO REALIZE EXPECTED SAVINGS, OR ANY OTHER SIMILAR COMMERCIAL OR ECONOMIC LOSS OF ANY KIND EVEN IF VERISK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 11, VERISK'S TOTAL AGGREGATE LIABILITY UNDER, ARISING FROM, OR RELATED TO THIS AGREEMENT OR ANY OF THE PRODUCTS OR SERVICES, INCLUDING BUT NOT LIMITED TO, IN THE EVENT THAT ANY OF THE LIMITATIONS ON OR DISCLAIMERS OF REPRESENTATIONS, WARRANTIES, OR COVENANTS SET FORTH IN THIS AGREEMENT ARE UNENFORCEABLE OR IN THE EVENT THAT A COURT OF COMPETENT JURISDICTION DETERMINES THAT VERISK IS LIABLE TO LICENSEE UNDER THIS AGREEMENT, SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT LICENSEE PAID TO VERISK TO ACCESS THE PRODUCT OR SERVICE WHICH IS THE SUBJECT OF THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE RESPECTIVE EVENT(S) GIVING RISE TO SUCH LIABILITY OR OBLIGATION EXCLUDING ANY FEES INVOICED UNDER A SUPPLEMENT FOR PARTICIPATION ("PARTICIPATION" IS DEFINED UNDER THE APPLICABLE SUPPLEMENT) SERVICES. FOR ALL PRODUCTS AND SERVICES WHERE LICENSEE PAYS FOR THE PRODUCTS AND SERVICES ON A TRANSACTION BASIS, VERISK'S TOTAL AGGREGATE LIABILITY, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, INCLUDING, BUT NOT LIMITED TO, INDEMNIFICATION, SHALL BE LIMITED TO THE GREATER OF (I) $1,000 (ONE THOUSAND DOLLARS) OR (II) THE AMOUNT PAID BY LICENSEE TO VERISK FOR THE SPECIFIC TRANSACTION GIVING RISE TO SUCH LIABILITY OR OBLIGATION EXCLUDING ANY PARTICIPATION FEES PAID TO VERISK. IN THE EVENT APPLICABLE LAW REQUIRES LIABILITY OBLIGATIONS DIFFERENT FROM THOSE STATED ABOVE, THE MINIMUM REQUIRED LIABILITY TERMS OF SUCH LAWS SHALL APPLY. LICENSEE ACKNOWLEDGES THAT VERISK HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT AND THAT THE SAME FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. c. Licensee understands and acknowledges that the Products and Services provided under this Agreement may be provided by Verisk and/or one of its Affiliates as may be further specified in a Supplement. The particular Verisk entity providing the Product or Service to Licensee shall be the sole Verisk entity satisfying any all of the representations, warranties and covenants under this Agreement as they relate to such Product or Service. Licensee acknowledges and agrees that it will seek fulfillment of all obligations for a particular Product or Service only from the Verisk entity listed in the Supplement. 12. INDEMNIFICATION BY LICENSEE. Licensee shall be liable and responsible for its improper use of the Product(s) or Service(s) or any of the data or information contained therein or derived therefrom by Licensee or any of its Authorized Users or any third -party accessing or using the Product or Service on Licensee's behalf or at Licensee's direction (which access is not permitted without the prior written consent of Verisk). 13. INDEMNIFICATION BY VERISK. Licensee shall notify Verisk promptly of any claim that any Product or Service, or Licensee's use of any Product or Service in accordance with the terms of this Agreement, is improper or illegal or violates the rights of any third party. Subject to the limitations set forth in this Agreement, including, without limitation, any Supplement, Verisk agrees to defend, indemnify and hold Licensee harmless from and against any loss, cost, expense, damage or liability resulting from any claim or suit brought against Licensee by a third -party based on an allegation that a Product or Service, when properly used as permitted in this Agreement, infringes that third -parry's United States copyright, trademark, patent or other intellectual property right, provided that Licensee, within fifteen (15) days of receipt of notice of any such alleged infringement, notifies Verisk of such allegation in writing. Verisk shall have the sole right to conduct the defense of any such claim or suit and all negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing by the Parties hereto. In the event that Licensee's proper use of any Product or Service is held to constitute an infringement and use of that Product or Service is permanently enjoined or if an injunction or order is issued restricting the use or provision of a Product or Services, or any part thereof, or if Verisk determines that any part of a Product or Service is likely to become subject to a claim of infringement or violation of any proprietary rights of a third -party, Verisk may, at its option, and in no particular order: (i) procure for Licensee the right to continue using such Product or Service; (ii) modify such Product or Service to become non -infringing; (iii) replace such Product or Service with a non -infringing alternative product or service; or (iv) terminate the obligation under the Agreement to provide the Product or Service alleged to be infringing and grant Licensee a pro-rata refund of any prepaid and unused fees for such Product or Service provided that prior to paying such refund Licensee returns such Product or deliverables provided pursuant to a Service, and all copies and partial copies thereof, to Verisk. 10 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 Verisk shall have no obligations or liability under this Section 13 arising from infringement by improper use of any Product or Service or any data or information contained therein or derived therefrom or by combinations of any of the Products or Services with any product, service, software, data, content or method, or use of any of the Products or Services in a modified condition if such modification was not authorized in writing by Verisk. Licensee acknowledges and agrees, that in addition, Verisk shall have no obligations or liability arising from Licensee's use of the Products or Services after Verisk has notified Licensee to discontinue such use. The remedies provided in this Section 13 are the sole and exclusive remedies for any claimed or actual infringement of any intellectual property rights by any of the Products, Services, or any data or information contained therein or derived therefrom and Verisk's entire liability with respect to any infringement claims or actions, unless the settlement of such claims impose any admission of liability, obligation to pay money (other than indemnified amounts), or non -monetary obligations on the City. Should Licensee learn of the infringement of any Product(s) licensed or Service(s) provided under this Agreement, Licensee shall promptly advise Verisk in writing, and provide Verisk with any available evidence of such infringement. In any infringement suit as Verisk may determine to institute to enforce its intellectual property rights, Licensee shall, at the request and expense of Verisk, cooperate with Verisk in all reasonable respects, including having its Authorized Users or Licensee Representatives with relevant information provide such information to Verisk and testify when requested by Verisk, and make available to Verisk any relevant records, papers, information and the like. 14. PROPER NOTICE. Unless otherwise provided in this Agreement, including, without limitation, any Supplement, all notices, directions, instructions, orders, requests, demands, acknowledgments and other communications required or permitted to be given hereunder shall be in writing, addressed to the parties at their respective addresses set forth at the beginning of this Agreement or to such other addresses as one Party may furnish in writing to the other, and shall be deemed properly given or made when: (i) delivered personally; by messenger or a recognized overnight delivery service having a delivery tracking and verification system (such as Federal Express, UPS, DHL ) charges prepaid; (ii) made or given by prepaid telex, telegraph, facsimile or telecopier; (iii) received by first class mail, postage prepaid, or upon the expiration of three (3) days after any such notice, direction, instruction, order, request, demand, acknowledgment or other communication is deposited in the United States mail for transmission by first class mail, postage prepaid, whichever shall occur first; or (iv) in the case of Verisk, sent by email to Verisk at LegalNotice@Verisk.com and, in the case of Licensee, sent by email to anoriega@miamigov com, with a copy to gwysong@miamigov com, aperez@miaimgov com and legalservices@miamigov.com, provided that the same notice is also sent the same day to the Party to whom notice is being sent by one of the other methods of delivery set forth in clauses (i), (ii) or (iii) above. In the case of any notice to be delivered to Verisk pursuant to this Agreement or any notice to be sent by Verisk pursuant to this Agreement, it shall be sufficient if notice is delivered to, or sent to Licensee by, Insurance Services Office, Inc. In the case of any notice to be delivered to Licensee pursuant to this Agreement or any notice to be sent by Licensee pursuant to this Agreement, it shall be sufficient if notice is delivered to, or sent to Verisk by, the City. 15. FORCE MAJEURE. Except for the obligation to pay money, each Party shall be excused from liability for the failure or delay in performance of any obligation under this Agreement by reason of any event beyond such Parry's reasonable control, including, but not limited to, Acts of God, governmentally declared state of emergency or other governmental acts, pandemic, epidemic, fire, flood, explosion, earthquake, or other natural forces, act of the public enemy, war, civil unrest, accident, any strike or labor or industrial disturbance, the unavailability of materials, labor, equipment, utilities (including Internet) or supplies or any other event, whether of a kind specifically enumerated above or otherwise, which is not reasonably within the control of the Party claiming to be affected by such event. Such excuse from liability shall be effective only to the extent and duration of the event(s) causing the failure or delay in performance. All delivery dates under this Agreement that have been affected by force majeure shall be tolled for the duration of such force majeure. In no event shall any Party be required to prevent or settle any labor disturbance or dispute. 16. SURVIVAL OF TERMS. The terms and conditions of Sections 2.b, 3, 4, 6, 8, 9, 10, 11, 12, 14 through 17, and 21 through 28 shall survive the termination of this Agreement. 17. CHOICE OF LAW AND EXCLUSIVE JURISDICTION AND VENUE FOR ADJUDICATING ANY DISPUTE. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida as an agreement made and wholly performed therein without reference to principles of conflicts of law. Any litigation, action, or proceeding arising out of any dispute concerning or otherwise attempting to enforce, interpret, or remedy any breach of this Agreement shall be brought only in a court of competent jurisdiction (whether federal or state) sitting within Miami -Dade County, Florida. The parties irrevocably and unconditionally (a) submit to personal jurisdiction in the State of Florida and consent to venue in the state and federal courts sitting within Miami -Dade County, Florida with respect to any such action, (b) waive any objection to the jurisdiction and venue in the state and federal courts sitting within Miami -Dade County, Florida, and (c) agree not to plead or claim in any such court that any such suit, action or proceeding has been brought in an inconvenient forum. 11 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 18. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed to be an original instrument, and all such counterparts shall together constitute the same document. Any executed counterpart transmitted by facsimile, electronic communication in portable document format (.pdf), or similar transmission by any Party to the other Party shall be deemed an original and shall be binding upon such Party and together constitute one and the same agreement. 19. GENERAL. This Agreement, including the Annexes, Exhibits, and Supplements attached hereto, contains the entire agreement of the parties, shall prevail over and supersedes all previous written and oral agreements or terms and conditions of any purchase order, acknowledgement form, or other instrument, or any promotional, marketing, or advertising materials (including without limitation any memorandums of understanding and written proposals) with respect to the subject matter hereof. The captions or headings used in this Agreement are for convenience and in no way define, limit or enlarge the scope of this Agreement or any of its Sections. This Agreement, and the Annexes, Exhibits, and Supplements, may be changed or modified only in writing signed by authorized representatives of both Verisk and Licensee unless otherwise provided in a particular Supplement with respect to such Supplement. Licensee acknowledges and agrees that from time to time Verisk may change any of the policies and/or standards referenced in this Agreement For purposes of this Agreement, including any Supplement, the consent of Insurance Services Office, Inc. shall be the consent of Verisk unless otherwise provided in this Agreement, including, without limitation, any Supplement. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is, to the extent invalid, deemed to be omitted and the remaining provisions of the Agreement shall continue in full force and effect. The failure or delay of either Party to insist upon the performance of any of the terms of this Agreement in any one or more instances will not be construed as a waiver or relinquishment of the future performance of any such term, and any waiver of a breach must be in writing, and the obligation of the parties with respect to any such future performance will continue in full force and effect. This Agreement inures to the benefit of and is binding upon the successors and assigns of Verisk. It likewise inures to the benefit of Licensee, but no interest, obligation or right herein shall be transferred, sublet, mortgaged, encumbered or assigned voluntarily or by operation of law in any manner by Licensee. Verisk shall not assign this Agreement or any of its obligations herein, in whole or in part, to any third party without the prior written consent of the City, which may not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, Verisk may transfer or assignment of this Agreement to an Affiliate. Any attempted assignment by either Party in contravention of this Section is invalid and void. This Agreement shall be construed fairly as to both parties and not in favor of or against either Party, regardless of which Party prepared the Agreement. 20. E-VERIFY. By entering into this Agreement, the Verisk and its subcontractors are jointly and severally obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." Verisk affirms that (a) it has registered and uses the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees of Verisk; (b) it has required all subcontractors to this Agreement to register and use the E-Verify system to verify the work authorization status of all new employees of the subcontractors; (c) it has an affidavit from all subcontractors to this Agreement attesting that the subconsultant does not employ, contract with, or subcontract with, unauthorized aliens; and (d) it shall maintain copies of any such affidavits for the duration of the Agreement. Registration information is available at: http://www.uscis.gov/e-verify. If City has a good faith belief that Verisk has knowingly violated Section 448.09(1), Florida Statutes, then City shall terminate this Agreement in accordance with Section 448.095(5)(c), Florida Statutes. In the event of such termination, Verisk agrees and acknowledges that it may not be awarded a public contract for at least one (1) year from the date of such termination and that Verisk shall be liable for any additional costs incurred by the City because of such termination. In addition, if City has a good faith belief that a subcontractor has knowingly violated any provisions of Sections 448.09(1) or 448.095, Florida Statutes, but Verisk has otherwise complied with its requirements under those statutes, then Verisk agrees that it shall terminate its contract with the subcontractor upon receipt of notice from the City of such violation by subcontractor in accordance with Section 448.095(5)(c), Florida Statutes. Any challenge to termination under this provision must be filed in the Circuit or County Court by the City, Verisk, or subcontractor no later than twenty (20) calendar days after the date of Agreement termination. 21. PUBLIC RECORDS. a. Verisk understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Verisk's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. b. Verisk shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) if required, provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all 12 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 electronically stored public records that must be provided to the City in a format compatible with the City's information technology systems. Notwithstanding the foregoing, Verisk shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. c. SHOULD VERISK DETERMINE TO DISPUTE ANY PUBLIC ACCESS PROVISION REQUIRED BY FLORIDA STATUTES, THEN VERISK SHALL DO SO AT ITS OWN EXPENSE AND AT NO COST TO THE CITY. IF VERISK HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO VERISK'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. VERISK MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 22. ANTI -HUMAN TRAFFICKING. Verisk confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. Verisk shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as "Anti -Human Trafficking Affidavit". If Verisk fails to comply with the terms of this Section, the City may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the City be liable to Verisk for any additional compensation or for any consequential or incidental damages. 23. SOVEREIGN IMMUNITY. Notwithstanding any provision to the contrary, nothing herein shall be construed as a waiver of the City's sovereign immunity beyond the limitations set forth in Section 768.28, Florida Statutes. 24. INSURANCE. a. Verisk shall, at all times during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are included below. The City's agreement and title number must appear on each certificate of insurance. Verisk shall include the City of Miami as an additional insured to its commercial general liability and auto liability policies, and as a named certificate holder on such policies. Verisk shall correct any insurance certificates as requested by the City Risk Management Director if there are any errors indicated on the certificate. Evidence of such coverage(s) and shall be furnished to the City Risk Management Director on Certificates of Insurance indicating such insurance to be in force and effect and any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that Verisk shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. b. If, in the judgment of the City, prevailing conditions warrant the provision by Verisk of additional liability insurance coverage or coverage that is different in kind, the City Risk Management Director may request Verisk of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. c. Verisk understands and agrees that any and all liabilities regarding the use of any of Verisk's employees or any of Verisk's subcontractors for the Product and Services related to this Agreement shall be borne solely by Verisk throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Verisk further understands and agrees that insurance for each employee of Verisk and each subcontractor providing services related to this Agreement shall be maintained in good standing. d. Verisk shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Verisk shall be responsible for submitting new or renewed insurance certificates to the City Risk Management Director as soon as coverages are bound with the insurers. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: (1) the City shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by the City Risk Management Director; or (2) the City may, at its sole discretion, terminate the Agreement. e. Compliance with the foregoing requirements shall not relieve Verisk of its liabilities and obligations under this Agreement. INSURANCE REQUIREMENTS-VERISK I. Commercial General Liability 13 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. City of Miami listed as an additional insured Contingent & Contractual Liability Primary Insurance Clause Endorsement IL Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida APPROVED Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Retro Date Included V. Network Security and Privacy Injury (Cyber Liability) Each Claim $1,000,000 Policy Aggregate $1,000,000 Retro Date Included Verisk agrees to maintain professional liability/Errors & Omissions coverage, along with Network Security and Privacy Injury (Cyber) coverage for a minimum of 1 year after termination of the contract period subject to continued availability of commercially reasonable terms and conditions of such coverage. 25. CONTINGENCY CLAUSE Funding for this Agreement is contingent upon the availability of funds and continued authorization for program activities. The City shall have the right to amend or terminate this Agreement, in whole or in part, upon thirty (30) days' written notice to Verisk, in the event of a lack of funding, reduction in funding, failure to allocate or appropriate funds, or a change in applicable laws or regulations. 26. NONDISCRIMINATION. Verisk represents to the City that Consultant does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Verisk's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Consultant further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, sexual orientation , religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement 27. USE OF NAME. Verisk understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Verisk is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. Verisk agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. Verisk may not use or reproduce the official logo of the City. 14 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 28. NO CONFLICT OF INTEREST. Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Verisk hereby certifies to the City that no individual member of Verisk, no employee, and no subcontractor under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Verisk hereby represents and warrants to the City that throughout the term of this Agreement, Verisk, its employees, and its subcontractors will abide by this prohibition of the City Code. This contract is not valid against Verisk unless and until executed by the appropriate Verisk officer or authorized representative of Verisk at the appropriate Verisk home office. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their authorized representatives as of the day and year first above written. ATTEST: By: FINAL// Title: trek (Corporate Seal) ATTEST: Cr% INSURANCE SERVICES OFFICE, INC. on behalf of itself, its subsidiaries and affiliates Signed by: Signed: [Signed vl a Cevvia, 4F502630ADF8453... Name: Helena Cornell Title: Date: Chief Business Officer, Claims Solutions April 17, 2026 "City" or "Licensee" City of Miami, a Florida municipal corporation By: Todd B. Hannon, City Clerk James Reyes, City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: George K. Wysong III David Ruiz, Interim Director City Attorney Risk Management Depailnient 15 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 EXHIBIT A INFORMATION SECURITY & PRIVACY 1. Definitions. The definitions set forth below apply to this Exhibit A. Capitalized terms used but not otherwise defined in this Exhibit have the meanings ascribed to them in the Master Agreement 12-22 edition dated June 15, 2026 by and between Insurance Services Office, Inc. on behalf of itself and its subsidiaries and affiliates ("Verisk") and the City of Miami ("Licensee"). 1.1. "Agreement" means the Master Agreement dated as of June 15, 2026 and all Exhibits, Annexes, Addenda, and Supplements attached thereto. 1.2. "Applicable Laws" means all federal, state, local statutes, regulations, ordinances, codes, executive orders, rules directives and directives applicable to the Products or Services provided by Verisk to Licensee under this Agreement. 1.3. "Applicable Privacy Laws" means all federal, state, local statutes, ordinances, codes, executive orders, rules and directives applicable to the personal information exchanged by the Parties under this Agreement, including but not limited to the Gramm -Leach Bliley Act of 1999, and the laws outlined in https://www.verisk.com/privacy-trademarks- use/data-privacy-protection-verisk-customers/which is hereby incorporated into the Agreement by this reference. 1.4. "Authorized User" means those employees of Licensee who have a need to use or access the Products and Services solely for the Purpose expressly permitted under the Agreement. 1.5. "Licensee Data" means all data and information, whether held by or for the Licensee or its Affiliates, whether in written or electronic form, submitted to Verisk by, or on behalf of, the Licensee or any of its Affiliates pursuant to the Agreement. 1.6. "Licensee Security Breach" means any confirmed unauthorized or improper access to, use or disclosure of the Confidential Information of Verisk while in the possession or control of Licensee. Any attempts or activities that are of a routine nature and, based on a good faith determination by Licensee, do not pose a material risk to the security, confidentiality, or integrity of the Confidential Information of Verisk including, but not limited to, pings and other broadcast attacks of firewalls or edge servers, port scans, unsuccessful log -on attempts, denial of service attacks, packet sniffing, or other unauthorized access to traffic data that does not result in access beyond headers shall not be deemed a Licensee Security Breach. 1.7. "Personal Information" means data that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual person and that is non-public information 1.8. "Verisk Security Breach" means any confirmed unauthorized or improper use of or access to Verisk Systems resulting in a confirmed unauthorized or improper access to or use, or disclosure of Licensee Data while in the possession or control of Verisk during the Term of the applicable Supplement. Any attempts or activities that are of a routine nature and, based on a good faith determination by Verisk, do not pose a material risk to the security, confidentiality, or integrity of Licensee Personal Information shall not be deemed a Verisk Security Breach. 1.9. "Verisk Systems" means Verisk's information systems, network and facilities hosting, accessing, receiving or using Licensee Data. 2. Verisk Information Security Safeguards. 2.1. Verisk agrees that it has implemented, established and shall maintain during the Term of this Agreement, and at all times thereafter in which Verisk has access to or is in possession of any Licensee Data, an information security program. ("Verisk Information Security Program"). The Verisk Information Security Program shall (i) detail administrative, technical, and physical safeguards that are designed to protect the security and confidentiality of the Licensee Data; protect against anticipated threats or hazards to the security and integrity of the Licensee Data; protect the Licensee Data in accordance with Applicable Privacy Laws; and provide for the proper disposal of the Licensee Data and (ii) shall align to information security best practices such as those identified by the International Organization for Standardization (ISO/IEC 27001:2013), the National Institute of Standards and Technology (NIST) "Framework for Improving Critical Infrastructure Cybersecurity", or any successor or equivalent standard. 16 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 3. Permissible Access and Storage. 3.1. As part of the Verisk s Information Security Safeguards, Verisk has defined and implemented a third -party service provider oversight program that identifies security risks and remediations for third -party service providers utilized by Verisk in the performance of its obligations under the Agreement. 3.2. Verisk has mandatory security awareness and training programs for all Verisk employees that address the confidentiality and protection of the data of customers of Verisk. 3.3. The Products and Services includes, to the extent possible and practical, logical controls, including encryption, to segregate each Licensee's Licensee Data from that of other customers of Verisk. Notwithstanding the foregoing, the requirements of this Section 3.3 of this Exhibit A may not apply to Services and Products delivered by Verisk to the Licensee or to which the Licensee contributes the Licensee Data that are considered contributory databases. 4. Verisk Security Breach and Notification. 4.1. Verisk shall promptly, but in no case later than seventy-two (72) hours from Verisk's confirmation of a Verisk Security Breach, notify Licensee of such Verisk Security Breach. The notification shall include, to the extent known at the time, a description of the nature of the Verisk Security Breach, the types of data affected, the known or suspected cause, the systems and individuals impacted, and the remedial actions taken or proposed. Verisk shall continue to provide timely updates to Licensee as additional information becomes available. 4.2. Verisk shall, at its sole cost and expense, take commercially reasonable action to remediate and mitigate the effects of any Verisk Security Breach. Verisk shall cooperate with reasonable requests for information from Licensee or its representatives regarding the Verisk Security Breach. Verisk shall bear all costs and expenses relating to notifications required by law as a result of the Verisk Security Breach. Nothing in this Section limits Verisk's obligations under other provisions of this Agreement, including those relating to confidentiality and indemnification. 5. Subcontracting. Any third -party subcontractors selected by Verisk that are used to fulfill Verisk's obligations to Licensee under the Agreement shall be subject to substantially similar contractual terms and conditions as Verisk with regard to the security and privacy of Licensee Data. 6. Licensee Responsibilities. 6.1. Licensee agrees to comply with the security requirements for any Product or Service licensed or provided pursuant to this Agreement, including without limitation, any Supplement and agrees that Verisk may change such security requirements from time to time in its sole discretion. Licensee agrees that it will not attempt to circumvent any security measures contained within or associated with any Product or Service licensed or provided under the Agreement. 6.2. To the extent a Product or Service licensed under the Agreement is accessed electronically, third -party software, sometimes called "spyware", can infect a user's computer and capture data without permission. Verisk is not responsible if any Confidential Information of Licensee or its agents is compromised in this manner. In order to protect its own data, Verisk reserves the right, without prior notice, to suspend access to any Verisk web application or Product or Service by any user or agent whose computer is infected in this manner until the infection is removed. Verisk will make reasonable efforts to notify the Licensee beforehand, but circumstances may require prompt action without notice. 6.3. For those Products and Services designated on the Supplement(s) as requiring a password, Verisk will (i) assign unique sign -on user IDs and passwords, and Licensee and its Authorized Users and any other third -party to whom Verisk consents in writing to have access at the request of Licensee shall only access the Product(s) and Service(spu) through use of the assigned sign -on user IDs and passwords, which must be kept confidential or (ii) with prior written consent of Verisk, permit Licensee to assign to its Authorized User's one authentic user ID and complex password in order to access the Product or Service. Each user ID will be for the personal use of a single authorized user only. Licensee shall not distribute or divulge a valid sign -on ID and/or password to anyone except to its Authorized User, unless otherwise permitted in the Supplement(s) or in a separate writing by Verisk. Licensee is responsible for all fees and other charges as described in the Supplement(s) as they relate to the use and activity charged to Licensee's sign -on user IDs. Verisk retains the right to change, or reset, any sign -on user ID and/or password at its discretion and, if possible, shall notify Licensee sufficiently in advance so as not to interfere with Licensee's authorized continuous use of the 17 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 Product(s) or Service(s). Access to Products or Services which require a password must be discontinued by Licensee simultaneously: (i) for any Authorized User, with the end of that Authorized User's employment with Licensee or once such Authorized User no longer has a legitimate need to have access to the Product or Service or the information contained therein or derived therefrom; and (ii) for any other user authorized by the Supplement(s), or otherwise authorized by Verisk in writing, with the end of that user's relationship with Licensee or once such user no longer has a legitimate need to have access to the Product or Service or the information contained therein or derived therefrom on behalf of Licensee. Licensee shall, on at least a quarterly basis, conduct a review of the searches completed by the foregoing personnel to ensure that such searches were performed for a legitimate business purposed on behalf of Licensee and in compliance with the terms and conditions of the Agreement and Applicable Laws. Licensee shall be liable, and indemnify Verisk, for all fees and all loss or damage caused by or resulting from the continued use of Licensee sign -on user ID(s) and password(s) by terminated employees or users that are no longer authorized to access or use the applicable Product or Service. 6.4. Licensee agrees to comply with any and all Applicable Privacy Laws as amended or replaced, pertaining to, related to or concerning the protection of confidential and Personal Information and all applicable industry standards related to or concerning the protection of confidential and Personal Information. 6.5. Licensee shall comply with all current and future Verisk privacy, security and data handling policies and procedures related to the Products, Services and data therein that are applicable to customers of Verisk as contained in the Products, Services, announced, amended, and/or updated by Verisk from time to time (which are and shall be incorporated herein by reference), provided Verisk gives written notice of such policies and procedures to Licensee. Customer acknowledges and agrees that Verisk may from time to time change any of its policies and procedures incorporated herein by reference. If Licensee is unable or unwilling to adhere to any Verisk privacy, security, or data handling policies after receiving notice thereof the parties agree to meet and discuss in good faith reasonable alternatives. If the parties are unable to agree on alternatives to adherence, the Licensee may terminate its access to Verisk Products and Services and receive a pro-rata refund. Additionally, Licensee agrees that it will not attempt to circumvent any such security measures or requirements. 6.6. Prior to allowing any Authorized User or Licensee Representative to process or use or access any Confidential Information of Verisk or Products or Services, Licensee shall (i) conduct or require an appropriate background investigation of the individual (and receive an acceptable response) and (ii) require the individual to execute or be bound by an enforceable confidentiality agreement including security and privacy terms sufficient to protect the confidentiality, security and privacy of the Verisk's Confidential Information and no less restrictive than the confidentiality, security and privacy obligations of Licensee set forth in the Agreement. 6.7. In addition to the other requirements set forth in the Agreement with respect to Licensee's desire to provide access to any of the Products or Services, or information therein of therefrom, to any third -party, Licensee shall not allow such third -party to use, access, process, or store Confidential Information of Verisk or any of the Products or Services unless Verisk has provided Licensee with prior written consent for a third party's use, access, process or storing of the Confidential Information provided to Licensee and such third -party adheres to Licensee's controls and information security requirements, which shall be no less stringent than those defined in this Agreement, and Licensee shall be jointly and severally liable for such third-party's failure to comply with Licensee's controls and information security requirements.. 6.8. Licensee agrees that it has implemented and established and shall maintain during the Term of this Agreement, and at all times thereafter in which Licensee has access to or is using any of the Products or Services, an information security program ("Licensee Information Security Program"). The Licensee information Security Program shall (i) detail administrative, technical, and physical safeguards that are designed to protect the security and confidentiality of the Confidential Information of Verisk; protect against anticipated threats or hazards to the security and integrity of the Confidential Information of Verisk; protect the Confidential Information of Verisk in accordance with Applicable Laws; and provide for the proper disposal of the Confidential Information of Verisk and (ii) shall align to information security best practices such as those identified by the Intemational Organization for Standardization (ISO/IEC 27001:2013), the National Institute of Standards and Technology (NIST) "Framework for Improving Critical Infrastructure Cybersecurity", or any successor or equivalent standard. 6.9. . Licensee will regularly, at least annually, test and monitor the effectiveness of its safeguards, controls, systems and procedures for all facilities used in complying with its obligations under this Agreement, including but not limited to, conducting a network -level vulnerability assessment based on recognized industry practice. Licensee will periodically perform reasonably foreseeable internal and extemal risk assessments related to the security, confidentiality, integrity, and availability of Confidential Information of Verisk, and ensure that any identified risks are promptly remediated 18 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 and reassessed. Verisk may, at its own expense, conduct independent onsite security assessments of Licensee, with prior notice, with respect to Licensee's compliance with this Agreement. 6.10. Licensee shall promptly, but in no case later than seventy-two (72) hours from Licensee's confirmation of a Licensee Security Breach notify Verisk of such Licensee Security Breach. License shall take commercially reasonable action to remediate and mitigate the effects of any Licensee Security Breach. Licensee shall cooperate with reasonable requests for information from Verisk or its representatives regarding the Licensee Security Breach. If Licensee determines that a Licensee Security Breach requires notification to any regulator, government agency or official, data protection agency, or law enforcement agency or official, Licensee shall, where reasonably practicable under the circumstances and not prohibited by Applicable Law, notify Verisk and provide an opportunity to review any such communications prior to distribution. Unless agreed to by the parties or otherwise required by Applicable Law, such communications shall not reference or identify by name Verisk, ISO, or any of its Affiliates or subsidiaries. FINAL / APPROVED 19 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 - Verisk" Supplement — CLAIM ESSENTIALS (Non -Insurer) This is a Supplement, effective this 15th of June, 2026 (the "Effective Date") to the ISO Master Agreement, 12-22 edition, dated June 15, 2026 by and between The City of Miami ("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 to 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" shall mean 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" shall mean use solely by the Licensee and use 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)" shall mean certain designated 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" shall mean 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. "ISO ClaimSearch Database" or "ISO ClaimSearch Databases" shall mean the various databases identified in Section 2 of this Supplement. F. "ISO Databases" shall mean the ISO ClaimSearch Databases and the ISO Coverage VerifierTM, A-PIusTM and the Non-FCRA databases (as further described below in Section 2.C) G. "Licensee Information" shall mean any and all 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 A, attached hereto and incorporated herein by this reference, and information in historical feeds. Ed: 02/2023 Page 1 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 - Verisk" Supplement — CLAIM ESSENTIALS (Non -Insurer) H. "Product" or "Products" shall consist of all the ISO ClaimSearch Databases, ISO Databases, products, services and programs set forth below in Section 2, the ClaimSearch Information, and any ISO -supplied documentation. I. "Supplement" shall mean this Supplement and all Annexes, Schedules and Exhibits attached hereto or referenced herein, in each case as may be amended, varied or supplemented from time to time in accordance with the Master Agreement. J. "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 714 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. 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: F I Claim Scoring: scores eligible claims to help facilitate the identification of meritorious and questionable claims F I Triage: ability to quickly view claims scores and determine action F I Insights: help operationalize and manage the scores 0 Customizer: help operationalize and manage the rules and scores. F I Architect: provides ability to create custom loss scenarios utilizing industry business rules F I Predictive Analytics 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. Ed: 02/2023 Page 2 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 venskM 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.) CASUALTY 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. System authentication and submission of Licensee Information, as further set forth in Section 4 below, is required for access. 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. Any and all users designated by Licensee as Authorized Users are subject to approval by ISO. Licensee represents and warrants that 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 not authorized to access the information 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. System authentication and submission of Licensee Information, as further set forth in Section 4 below, is required for access. The following limitations apply to the use of Claims Inquiry: Ed: 02/2023 Page 3 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 venskM Supplement — CLAIM ESSENTIALS (Non -Insurer) a.) 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. b.) 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. c.) 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. d.) 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. The purpose of this function and its ISO 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. f.) No third party, including but not limited to, contract SIU organizations, care of offices, third party administrators, and business process offices, nor any other entity, person or employees other than the Licensee's Authorized Users shall access Claims Inquiry or conduct searches on behalf of Licensee without ISO's express prior written consent. 4.) DATA ACCESS AND COMPLIANCE PROGRAMS Licensee hereby requests, consents to and authorizes ISO to allow access to Licensee's relevant claims data and information and to report or share, as appropriate, Licensee's data and 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 and agrees to execute and deliver to ISO a Data Access Participation Modification Form, attached hereto in Exhibit C. a.) LAW ENFORCEMENT AND STATE AGENCY DATA ACCESS Ed: 02/2023 Page 4 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 - Verisk" Supplement — CLAIM ESSENTIALS (Non -Insurer) 41/4 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 claims data and information as follows: Law Enforcement Agency Access: Licensee consents to and authorizes ISO to allow access to Licensee's claims data and 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's claims data and information by 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 data and 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 Ed: 02/2023 Page 5 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 Ve• risk M Supplement — CLAIM ESSENTIALS (Non -Insurer) 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. Service: ® Premium ❑ Enterprise Includes Affiliates? ❑ Yes ® No (3.) ISO CLAIMSEARCH® MEDICAID REPORTING SERVICE 11 (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 10 claims in order to identify claimants as Medicaid recipients (as further set forth ace 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, Ed: 02/2023 Page 6 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 - Verisk" Supplement — CLAIM ESSENTIALS (Non -Insurer) liability bodily injury and death claims, filed by residents of Connecticut to the Connecticut Commissioner of Administrative Service. B. DECISION NET° 1.) PRODUCTS a.) PUBLIC RECORDS INFORMATION ACCESS 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. b.) POLICE REPORTS ACCESS 44 0 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. 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 that 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, it right to access MVRs under this Supplement shall also terminate. d.) DATA APPEND SERVICES: Social Security Number Append Service (APPEND-DS) 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 SECTION 2.A.4 and SECTION 2.B: a.) Licensee represents and warrants that (i) it has and shall maintain for the duration of the Term of this Supplement, its participation in the Casualty layer of the ISO 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 that data and information provided under Section 2.A.4 and Section 2.B includes data and information provided by various third party providers and that these third -party providers are third -party beneficiaries to this Supplement. Licensee acknowledges that the third - Ed: 02/2023 Page 7 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 Ve• risk M Supplement — CLAIM ESSENTIALS (Non -Insurer) 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 ISO 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 that it has executed the contracts and is in compliance with their terms and conditions. c.) Licensee agrees that Licensee shall not reproduce, retransmit, republish, or otherwise transfer for any commercial purpose any data or information that Licensee receives from the Products, other than as permitted under this Supplement. d.) Licensee accepts all information "AS IS." Licensee acknowledges and agrees that the data is obtained from third -party sources, which may or may not be completely thorough and accurate, and that Licensee shall not rely on the third -party data provider or ISO for the accuracy or completeness of information supplied. JUL _ 4.0 e.) Licensee represents and warrants to the third- party data providers and ISO that Licensee proceeds at its own risk in choosing to rely upon the data or information in whole or in part. Licensee agrees that the third -party data providers assume no responsibility for the accuracy of the information, errors that occur in the conversion of data or for Licensee's use. 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. g.) Licensee represents and warrants that it, its employees and Authorized Users of the Products shall 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 Itge 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. h.) Licensee hereby agrees that upon reasonable notice and at a mutually agreeable time, ISO may periodically audit Licensee's books and records relevant to the use of the Product, in order to ensure compliance with the GLB, DPPA and all other applicable laws and regulations. Such audit shall be narrowly tailored, conducted in a manner that does not unreasonably interfere with Licensee's operations, and subject to any confidentiality obligations and legal privileges applicable to the Licensee's records. 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. i.) Licensee acknowledges and agrees that the Products and information in the Products obtained from third -party providers and any third -party data provider to them (for purposes of Section 2.A.4 and Section 2.B, , 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 that Licensee shall not rely on the Service Ed: 02/2023 Page 8 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 - Verisk" Supplement — CLAIM ESSENTIALS (Non -Insurer) Providers for the accuracy or completeness of information supplied. Licensee agrees that the Services Providers assume no responsibility for the accuracy of the information, errors that occur in the conversion of data or for Licensee's use of the information. Licensee warrants to the Service Providers that Licensee proceeds at its own risk in choosing to rely upon the Product, in whole or in part, and that it accepts all information "AS IS". THE PRODUCTS AND ANY DATA AND INFORMATION CONTAINED THEREIN OR DERIVED THEREFROM ARE WHOLLY ADVISORY IN NATURE AND ARE PROVIDED ON AN AS IS BASIS ONLY. THE SERVICE PROVIDERS DO NOT WARRANT THE COMPLETENESS, ACCURACY, CURRENCY OR PREDICTIVE VALUE OF ANY OF THE PRODUCTS OR ANY OF THE DATA OR INFORMATION THEREIN. THE SERVICE PROVIDERS SHALL HAVE NO LIABILITY FOR CONCLUSIONS, JUDGMENTS OR DECISIONS THAT MAY BE REACHED BY THE LICENSEE. OTHER THAN THOSE REPRESENTATIONS, COVENANTS OR WARRANTIES SPECIFICALLY SET FORTH HEREIN, THE SERVICE PROVIDERS MAKE NO REPRESENTATIONS, COVENANTS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT, INCLUDING BUT NOT LIMITED TO WARRANTIES OF CONDITION, QUALITY, DURABILITY, SUITABILITY, CORRECTNESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR IN RESPECT OF ANY WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. The Service Providers shall not be liable to Licensee for any loss or injury arising out of or caused in whole or in part by ISO's or Service Providers' acts or omissions, whether negligent or otherwise, in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the Product. If, notwithstanding the foregoing, liability can be imposed on a third -party provider, then Licensee agrees that the aggregate liability for any and all losses or injuries arising out of any act or omission of a third -party provider or ISO in connection with any Product or deliverable furnished under this Supplement, regardless of the cause of the loss or injury shall never exceed $100.00, and Licensee agrees that it will not seek punitive damages in any suit against either a third -party provider or ISO. All Service Providers hereby disclaim any warranty, express or implied with respect to the Products provided hereunder. In no event shall any Service Provider be liable for any direct, incidental, or consequential damages, however arising, 11 incurred as a result of by Licensee's receipt or use of information delivered hereunder, or the ,, unavailability thereof. C. Intentionally left blank 3. SCOPE OF USE OF THE PRODUCTS PROVIDED UNDER THIS SUPPLEMENT: A. Subject to and conditioned upon Licensee's continued compliance with all of the terms and conditions of the Master Agreement between the parties and this Supplement, ISO grants to Licensee a non-exclusive, non -transferable, non -assignable, non-sublicensable, limited revocable license to access and use, solely within the Territory, the Products licensed hereunder, which are obtained either directly from ISO or from a third party licensed by ISO to distribute them to Licensee, for the Term and upon the additional terms and conditions designated in this Supplement for the applicable Product, in each case, solely for the Authorized Use as may be further limited by a specific Product, and for no other purpose. Licensee is strictly prohibited from using any Products in any manner or for any purpose other than as expressly permitted by the Authorized Use in this Supplement. Licensee shall not use or access or use the Products, or any of the information and data therein, or any part thereof, from outside of the Territory without ISO's express prior written consent. Except to the extent expressly authorized by ISO in writing, Licensee agrees to restrict access to all Products only to Authorized Users. Access to some Products may be further limited to certain Authorized Users as identified in the terms and conditions applicable to such Product(s). For any Product which Licensee fails to meet or is not in compliance with the terms and conditions applicable to such Product, ISO may not provide access until Licensee complies with all such terms and conditions. B. Neither Licensee, nor its employees or Authorized Users shall use the Products for purposes of insurance underwriting (including ratemaking, risk classification, actuarial calculations, and identification of Ed: 02/2023 Page 9 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 Verisk"• Supplement — CLAIM ESSENTIALS (Non -Insurer) prospective Licensees or reclassification of Licensees), policy cancellation or renewal, establishing or stabilizing claims payment levels, granting of credit or for employment purposes, tenant screening purposes or for any other purpose(s) governed by the Federal Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) and all amendments thereto. C. Licensee agrees to restrict access to all Products, including any data and information therein, to only Authorized Users involved in the processing, investigation, and payment of claims solely on behalf of the Licensee and use only those features in the Product(s) necessary to fulfill the business need performed by such Authorized User. Licensee shall be responsible for ensuring that only designated Authorized Users access and use the Products, including any data or information therein, and that those Authorized Users use the Products, including any data or information therein, exclusively for the Authorized Use and in accordance with this Supplement. No data or information received through the Products (including any extracts, summaries and derivatives thereof) shall be provided, in whole or in part, to any employees not authorized to access the information or to any third party, without the express prior written consent of ISO. Licensee represents, warrants and covenants that it, and its Authorized Users, shall access and use the Product exclusively for the Authorized Use, as further limited by the specific Product(s). D. Except to the extent expressly permitted in this Supplement, Licensee shall not permit or authorize any third party, whether vendor, consultant, representative or organization to access, interface with or use the Products, or any data or information therein, without ISO's express prior written consent. E. Neither Licensee, its Authorized Users, any other user of the Products, nor anyone acting by or through Licensee shall sell, sub -license, copy, reproduce, transmit, transfer, distribute, publish, disclose, share, display or otherwise make the Products available (including any outputs, score or alerts), in whole or in part, or any of the information or data (including any extracts, summaries and derivatives thereof) therein available, in whole or in part, to any other person or entity, including but not limited to, agents, representatives, advisors, consultants, service providers, subcontractors and anyone acting by or through Licensee ("Licensee Representatives") without the express prior written consent of ISO. Licensee shall be responsible for any unauthorized disclosure or use by any of its employees, Authorized Users or any other persons or entities who have access to or use of any Product or information or data therein on behalf of, through or at the direction of the Licensee. F. Access and use of the Products, and the information and data therein, are subject to the terms and conditions contained herein, in addition to the ISO ClaimSearch Privacy and Security Policies (including updates) (collectively referred to herein as "the Policies") and full compliance with same. Licensee acknowledges the Policies may be modified, from time -to -time, by ISO in its sole and exclusive discretion without prior notice and without amendment to this Supplement. Continued use of the Products by Licensee following any amendment to the Policies and notice of same to Licensee shall constitute acceptance of the changes. If Licensee is unable or unwilling to adhere to any Verisk privacy, security, or data handling policies after receiving notice thereof the parties agree to meet and discuss in good faith reasonable alternatives. If the parties are unable to agree on alternatives to adherence, the Customer may terminate its access to ISO Products and Services and receive a pro-rata refund. G. In accordance with the Policies, ISO requires entities and organizations accessing the Products to comply with credentialing procedures to access and maintain access to the Products. Therefore, ISO requires and Licensee agrees to (i) fully cooperate with ISO in connection with pre -access credentialing of Licensee prior to permitting Licensee to access the Products or access or obtain information from ISO under this Supplement; (ii) fully cooperate with ISO's continued monitoring of Licensee including the recertification of Licensee's credentials and usage patterns on a periodic basis to assure continued compliance with this Supplement and the Policies. Credentialing may include, but not be limited to, a verification of Licensee's type of business; conducting a physical inspection of Licensee's premises to validate the identity of the Ed: 02/2023 Page 10 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 - Verisk" Supplement — CLAIM ESSENTIALS (Non -Insurer) business and assure it is a legitimate business facility, including the confirmation that advertisements and posted signs are compatible with Licensee's purported business and purposes, as well as to validate the identity of the business and applicant associated with the business as well as appropriate security measures (e.g., password protected computer access, document shredder(s), restricted entry to physical location, cameras, etc.); verifying the financial status of Licensee; verifying Licensee's business references, business phone and address records and web pages through the use of recognized third parties. H. Licensee represents and warrants that it, its employees and Authorized User's, and any other person or entities who have access to or use of the Product or any information or data therein on behalf of, through or at the direction of the Licensee, use shall comply in all respects with the Policies, including all updates to the policies made during the term of this Supplement that are provided to Licensee and Licensee shall be responsible for ensuring its employees and Authorized Users' and any other person or entities who have access to or use of the Product or any information or data therein on behalf of, through or at the direction of the Licensee, use complies in all respects with such policies (including updates). Licensee acknowledges and agrees in the event Licensee or Licensee's employees or Authorized User's, or any other person or entities who have access to or use of the Product(s) or any information or data therein on behalf of, through or at the direction of the Licensee, fails to comply in any respect with the Policies, ISO may immediately suspend Licensee's, its employees and Authorized User's, and any other person or entities who have access to or use of the Product(s) or any information or data therein on behalf of, through or at the direction of the Licensee, access to the Product(s) and thereafter notify Licensee of same. ISO will give Licensee written notice of, and reasonable opportunity, determined in ISO's sole discretion, to cure, Licensee's alleged failure to satisfy said conditions prior to terminating access. J. Licensee acknowledges and agrees, except as expressly set authorized in this Supplement, Licensee shall not permit, direct, authorize or otherwise cause through any means, any third -party, whether individual, contractor, vendor, consultant, representative or organization, including but not limited to, Licensee Representatives, any other persons or employees other than the Licensee's Authorized Users, contract SIU organizations, care of offices, third party administrators, and business process offices, nor any other person or entity, to access, interface with or use the Product(s), or any data or information therein, or receive or use ClaimSearch Information, without ISO's express prior written consent, which ISO may grant in its sole discretion, ISO may require Licensee and/or the third -party to comply with specific security requirements, pay additional fees and/or may require additional licensing or other requirements of such consent, including, without limitation, requiring that the third -party be licensed itself by ISO to use the Product(s) solely to provide a product or service to Licensee. 4. LICENSEE'S DATA REPORTING OBLIGATIONS UNDER THIS SUPPLEMENT: A. Using submission formats and methods prescribed by ISO, Licensee agrees to provide Licensee Information, including claims information for the ISO ClaimSearch Databases referenced in Section 2.A, the information for the ISO Databases referenced in Section 2.C, and the data elements set forth in Exhibit A attached hereto and incorporated by reference herein. Licensee shall submit all Licensee Information in accordance with the timeframes required by ISO. To the extent Licensee separately reports or has previously reported the aforementioned information and data to ISO, Licensee authorizes ISO to access, retrieve and use such information and data from such sources for the purposes of this Supplement. For purposes of this Supplement, such separately or previously reported information and data shall be deemed Licensee Information. B. Licensee is required to provide Licensee Information containing claims data for the ISO ClaimSearch Databases referenced in Section 2.A and Section 2.D to access and use the Products provided under this Supplement. Licensee is required and agrees to submit Licensee Information to ISO for all claims reported Ed: 02/2023 Page 11 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 Ve• risk M Supplement — CLAIM ESSENTIALS (Non -Insurer) during the term of this Supplement on a transaction basis in mutually agreed -upon formats. In addition, if Licensee is an insurer, Licensee shall submit an initial report which includes a three to five-year master loss history file, the specific format of which will be agreed to by ISO and Licensee, within ninety days of the Effective Date of this Supplement. Licensee shall not access or use the Products unless it submits the Licensee Information required hereunder. C. Licensee shall retain adequate documentation of all Licensee Information submitted to ISO. Licensee agrees to conduct periodic audits of its input procedures to assure maximum accuracy of all Licensee Information. D. Licensee represents and warrants that all Licensee Information submitted to ISO pursuant to this Supplement shall be true and accurate to the best of its knowledge, information and belief and that reasonable commercial attempts have been made to ensure data quality. Licensee shall require its appropriate personnel to certify that any Licensee Information provided by them is true and accurate to the best of their knowledge, information and belief. E. In the event that ISO reasonably determines, based on a good faith belief supported by specific and articulable facts, that Licensee Information may contain a material inaccuracy or omission, ISO may initiate an audit or review of such Licensee Information. Any such audit shall be conducted in accordance with written auditing procedures provided in advance to the Licensee. The Licensee shall make reasonable efforts to cooperate with such audit, provided that such cooperation does not materially disrupt the Licensee's operations or conflict with applicable laws or City of Miami policies. Cooperation may include providing clarifications or documentation and facilitating communications with relevant personnel, to the extent reasonably necessary to address the concern identified by ISO. Licensee represents and warrants that (i) Licensee has legally obtained the Licensee Information and has complied with all applicable laws regarding the Licensee Information it submits to ISO and in providing to ' ISO the Licensee Information for the purposes permitted in this Supplement; (ii) Licensee has the right to collect and provide the Licensee Information to ISO for the purposes set forth in this Supplement, (iii) + Licensee has the authority and or license to provide the Licensee Information to ISO and authorization or license to provide the Licensee Information to ISO for the purposes permitted in this Supplement; and (iv) the provision of the Licensee Information to ISO for the use provided in this Supplement does not violate any law, contract or rights or interests of any third party and does not infringe on any intellectual property rights or proprietary rights of any third party, including but not limited to patent, copyright, trademark or trade secret. G. Intentionally left blank 5. RIGHTS TO USE THE LICENSEE INFORMATION: A. Licensee hereby authorizes and consents to the use by ISO, ISO Affiliates, its authorized third parties and each of the other ISO licensees of ISO's products, of all Licensee Information reported or provided to ISO and authorizes and consents to ISO's and authorized third parties copying, use and sharing of Licensee Information for the purposes set forth in this Section 5. Licensee retains all ownership rights in the Licensee Information and grants to ISO a non-exclusive license to use the Licensee Information to: (i) provide the Products and services under this Supplement; (ii) incorporate the Licensee's Information into ISO's databases and products; (iii) share with third parties in support of ISO's databases, products and services (iv) disseminate the Licensee Information to other ISO licensees; (v) use the Licensee Information for new and enhanced features and improvements to ISO's databases, products and services; (vi) use Licensee Information to provide new services, products, features, improvements and enhanced solution offerings for underwriting, claims, subrogation, insurance and financial transaction related uses and Ed: 02/2023 Page 12 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 - Verisk" Supplement — CLAIM ESSENTIALS (Non -Insurer) decision support solutions to benefit ISO's licensees, its policyholders and consumers; (vii) aggregate the Licensee Information with other data and information received and maintained by ISO and create and deliver industry benchmarks to ISO's licensees; (viii) use the Licensee Information for internal research and development purposes; and (vi) use and share Licensee Information with ISO's Affiliates and authorized third parties that have been vetted by ISO and are under written obligations of confidentiality, solely to support ISO for the purposes stated herein. The foregoing license and Licensee's data use authorization shall survive termination of this Supplement and the Master Agreement. ISO shall have no obligation to delete or return any Licensee Information. B. ISO and its authorized third parties shall consider such Licensee Information to be confidential and shall treat such information with the same degree of care that it uses to protect its own confidential information of a similar nature. 6. ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO THE PRODUCTS PROVIDED UNDER THIS SUPPLEMENT: A. Licensee hereby requests the Products described herein and represents that this request is made by its authorized representative. Licensee represents and warrants it is in compliance with all terms of the Master Agreement between the parties. Licensee certifies, represents and warrants that it will comply with all federal, state, and local laws, statutes, regulations and rules applicable to it and its obligations under this Supplement. B. " ISO hereby grants consent to Licensee to deliver this Products only to Licensee's Authorized Users who are necessary for the Authorized Use via local or wide area networks or intranets or extranets or similar electronic means, pursuant to all other terms, conditions and limitations of this Supplement. If ISO has a good faith basis, supported by specific and articulable facts, to believe that (1) the role, responsibilty, employment classification, employment status, or location of any individual accessing the Product mai through Licensee's account does not meet the definition of an Authorized User, or (2) any Authorized User's use of the Product may violate this Supplement, the Policies, Applicable Law, or Applicable Privacy '-} Law, ISO may, upon reasonable written notice and at a mutually agreed -upon time, request access to limited Licensee records solely for the purpose of verifying such belief. Any such review shall be ' conducted in a manner that does not unreasonably disrupt Licensee's operations and shall be subject to Licensee's confidentiality obligations, policies, and any applicable legal privileges. C. The Fees set forth in this Supplement are based on access to the Products by Company as of the Effective Date of this Supplement. If, at any time during the Term of this Supplement, Company forms or acquires an affiliated or subsidiary company, merges with a third party or acquires a book of business of Licensee otherwise wishes to add a new Affiliate, Licensee shall provide ISO with a written request for such Affiliate to become an authorized user under this Supplement, and in the event ISO agrees, in its sole discretion , to grant such request, such modification will be recognized by the parties in writing in an amendment to this Agreement. For avoidance of doubt, this Supplement does not license nor authorize access to or use of the Products, or any portion thereof, by any Affiliate of Company and the Fees do not include a license for any Affiliate to access or use the Products provided under this Supplement. In no event shall any Affiliate of Company access or use any Products provided under this Supplement without ISO's prior, express written consent and an amendment to this Agreement. Increased and/or additional fees related to the addition of a new Affiliate of Licensee as an authorized user under this Supplement will be recognized by the parties via an amendment to this Supplement and Licensee shall be invoiced the newly calculated amount on a monthly basis in accordance with ISO's standard invoicing and billing procedures. Licensee shall make payment to ISO on the additional and/or increase fees in accordance with the terms of the Master Agreement and this Supplement. Licensee is obligated to pay the fees in the Fees section of the Supplement, which shall be considered the minimum fees even in the event of divestiture of a Licensee business or Affiliate or otherwise a decrease in claim volume. Ed: 02/2023 Page 13 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 - Verisk" Supplement — CLAIM ESSENTIALS (Non -Insurer) D. ISO may periodically audit Licensee's books and records to verify compliance with this Supplement and the Policies, Applicable Law and Applicable Privacy Laws Licensee agrees to comply with the audit process contained in the Policies, including any and all updates to such policies during the Term of this Supplement. E. The intellectual property, systems and processes used in the Products remain the proprietary and/or copyrighted property of ISO. Licensee shall not have any title, interest, or rights of ownership of the Products. All applicable rights now existing or hereafter created, including but not limited to patents, copyrights, trademark and trade secrets in the Products and any modifications made to the Products shall remain in ISO. F. Licensee acknowledges and agrees neither Licensee, its employees, any Authorized User or other user of the products, nor anyone or anything acting by or through Licensee shall use or retain copies of the Products or any ClaimSearch Information to: 1) create a database; 2) create any derivative work product in a manner that does not directly and solely support the evaluation or investigation of an active claim; 3) create a database or product that competes with or can be used as an alternative to the Products, the ISO ClaimSearch Databases or in competition with ISO; or 4) populate, enhance or improve any Licensee database, software or system; 5) use any third party to create a database or create derivative work product in a manner that is prohibited in sections 1, 2, and 3 herein. G. AL.41" Neither Licensee, its employees, nor its Authorized Users, nor any third party, nor anyone or anything acting by or through Licensee, shall warehouse ClaimSearch Information, or any Product data or information, in whole or part, received from ISO. "Warehouse" shall mean the electronic accumulation and storage of any amounts of or any Product data or information, in whole or part, received from ISO for general decision support or business intelligence purposes or any other purposes other than processing mai an individual and active claim subject to the terms in this Supplement, and to comply with its obligations under to the Florida Public Records law. Except as permitted hereunder, neither Licensee nor its '-} employees or any Authorized User nor any third party, nor anyone or anything acting by or through Licensee, shall (i) disassemble, decompile, manipulate, aggregate or reverse engineer the Products or ' data or information obtained from the Products or any other proprietary or confidential information and shall not permit any third party to disassemble, decompile, manipulate, aggregate, or reverse engineer the Products or data or information obtained from the Products or any other proprietary or confidential information and shall take all necessary steps, including briefing its own employees and Authorized Users, to prevent such or (ii) sell, license, publish, publish, display, copy, distribute, transfer, or otherwise make available the information obtained from the Products in any form or by any means. H. The Products licensed hereunder are copyrighted by ISO and other third -party providers. ISO shall not be responsible for any claim that may arise out of the third -party providers' information included in the Products. Licensee agrees that if ISO is no longer authorized by a third party provider (s) to deliver the Products or the information contained therein, or if directed by a third party provider, ISO may immediately, without prior notification, terminate Licensee's access to the Products or the data or information contained in the Products, or any portion thereof, subject to the termination terms contained herein and the Master Agreement. Any ideas, concepts, know-how, data processing techniques, algorithms, models, software or documentation developed by ISO (alone or jointly with Licensee) in connection with the Products are the exclusive property of ISO. J. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SUPPLEMENT, NEITHER ISO NOR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AGENTS, PARTICIPANTS OR THIRD - Ed: 02/2023 Page 14 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 Verisk M Supplement — CLAIM ESSENTIALS (Non -Insurer) PARTY PROVIDERS SHALL BE LIABLE TO LICENSEE, NOR TO ANYONE ELSE, FOR ANY LOSS OR DAMAGE OF ANY KIND OR HOWEVER CAUSED, OR WHETHER RESULTING FROM TORT (INCLUDING NEGLIGENCE), INDEMNIFICATION OR OTHER FORM OF ACTION OR THEORY OF LIABILITY, EVEN IF ANY OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY. IN NO EVENT SHALL ISO OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTICIPANTS, OR THIRD -PARTY PROVIDERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, LOSSES OR EXPENSES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER SIMILAR COMMERCIAL OR ECONOMIC LOSS OF ANY KIND EVEN IF ISO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 6.J., ISO'S TOTAL AGGREGATE LIABILITY UNDER, ARISING FROM, OR RELATED TO THIS SUPPLEMENT OR ANY OF THE PRODUCTS OR SERVICES, INCLUDING BUT NOT LIMITED TO, IN THE EVENT THAT ANY OF THE LIMITATIONS ON OR DISCLAIMERS OF REPRESENTATIONS, WARRANTIES OR COVENANTS SET FORTH IN THIS SUPPLEMENT ARE UNENFORCEABLE OR IN THE EVENT THAT A COURT OF COMPETENT JURISDICTION DETERMINES THAT ISO IS LIABLE TO LICENSEE UNDER THIS AGREEMENT, SHALL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF (I) $1,000.00 (ONE THOUSAND DOLLARS) OR (II) THE AMOUNT LICENSEE PAID TO ISO TO ACCESS THE PRODUCT OR SERVICE PROVIDED UNDER THIS SUPPLEMENT WHICH IS THE SUBJECT OF THE LIABILITY DURING THE TWELVE MONTH PERIOD PRECEDING THE RESPECTIVE EVENT(S) GIVING RISE TO SUCH LIABILITY OR OBLIGATION EXCLUDING ANY PARTICIPATION FEES PAID TO ISO. FOR ALL PRODUCTS AND SERVICES WHERE LICENSEE PAYS FOR THE PRODUCTS AND SERVICES ON A TRANSACTION BASIS, ISO'S TOTAL AGGREGATE LIABILITY, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, INCLUDING, BUT NOT LIMITED TO, INDEMNIFICATION, SHALL BE LIMITED TO THE GREATER OF (I) $1,000 (ONE THOUSAND DOLLARS) OR (II) THE AMOUNT PAID BY LICENSEE TO ISO FOR THE SPECIFIC TRANSACTION UNDER THIS SUPPLEMENT GIVING RISE TO SUCH LIABILITY OR OBLIGATION EXCLUDING ANY • PARTICIPATION FEES PAID TO ISO. ISO'S TOTAL AGGREGATE LIABILITY UNDER, ARISING FROM, OR RELATED TO THIS SUPPLEMENT OR ANY OF THE PRODUCTS OR SERVICES FOR A VERISK SECURITY BREACH OF LICENSEE DATA THAT IS PERSONAL INFORMATION SHALL NOT EXCEED, IN THE AGGREGATE ' FIVE HUNDRED THOUSAND DOLLARS ($500,000). IN THE EVENT APPLICABLE LAW REQUIRES LIABILITY OBLIGATIONS DIFFERENT FROM THOSE STATED ABOVE, THE MINIMUM REQUIRED LIABILITY TERMS OF '. SUCH LAWS SHALL APPLY. LICENSEE ACKNOWLEDGES THAT ISO HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT AND THAT THE SAME FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. K. The parties acknowledge and agree that ISO may utilize a third party cloud service provider ("Cloud Services") for the storage, access, transfer, processing of Licensee Information and all information related to the products and services provided under this Supplement. ISO shall use at a minimum, commercially reasonable industry standards available in connection with the performance of its obligations under this Supplement. ISO shall employ commercially reasonable standard security practices for the storage of any Licensee Information and provide and implement at a minimum, industry standard security procedures for the transfer, transmission, storage, or accessing of Licensee Information provided to ISO under this Supplement. L. Licensee acknowledges and agrees that neither Licensee, nor any of its Authorized Users, employees, analysts, agents, consultants or representative may utilize Robotic Process Automation ("RPA"), Artificial Intelligence ("Al") or any other similar automation tools, software, technology or processes (hereinafter collectively referred to as "Automation Processes") to access, interface with, or use the Products, ISO ClaimSearch Databases, or any ClaimSearch Information, without ISO's express prior written consent. ISO reserves the right to revoke the authorization to utilize any Automation Processes. Licensee shall be fully responsible for acts, services and functions performed by such Automation Tools to the same extent Ed: 02/2023 Page 15 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 - Verisk" Supplement — CLAIM ESSENTIALS (Non -Insurer) as if such acts, services and functions were performed by Licensee employees, and for purposes of this Supplement such acts, services and functions will be deemed work performed by Licensee. Licensee will remain fully liable for any and all use of such Automation Processes and shall indemnify and hold ISO harmless from and against any and all claims, suits, actions, proceedings (formal and informal), investigations, judgments, deficiencies, damages, settlements, and liabilities, arising out of, based upon or in connection with any use of the Automation Processes. M. To the extent ISO agrees to permit Licensee to utilize Automation Tools, Licensee shall: (i) employ industry best practices encryption techniques for information stored on, accessed on or transmitted to or from the Automation Tool (at a minimum Licensee's encryption processes for "data at rest" and "data in transit" shall comply with the NIST Special Publication 800-111 standards); (ii) provide for and implement at a minimum, industry standard, security procedures, which will be subject to ISO's audit and review, for all facilities (including equipment, software and network) used to transfer, transmit or access the Products, ISO ClaimSearch Databases or ClaimSearch Information; (iii) ensure Automation Tools operate strictly in accordance with the terms and conditions set forth in this Supplement, including but not limited to ensuring each and every Automation Tool is assigned a unique ID only to be used or known by that automation tool; and (iv) upon the earlier to occur, expiration or termination of this Supplement or ISO revoking its consent to use of the Automation Tools, immediately terminate the ability of the Automation Tools to access the Products, ISO ClaimSearch Databases and ClaimSearch Information. ISO's revocation of its consent to use the Automation Tools is effective immediately upon delivery of notice to Licensee. If Licensee believes a security breach occurs or if Licensee suspects that a security breach may have occurred Licensee shall immediately notify ISO. The parties herein agree that any breach of sections 3 (Scope of Use), 4 (Licensee's Reporting Obligations), 6 (Additional Terms and Conditions) or 7 (Access of the Products) shall constitute a material +wF breach of this Supplement. In the event of a breach, ISO may, in its sole discretion, immediately suspend Licensee and its Authorized Users' access to the Products or any ClaimSearch Information upon notice. Licensee shall have (30) days from date of the notice to cure the breach prior to termination. The parties l. will work together in good faith to give Licensee an opportunity to cure the breach. If ISO is not satisfied II with the cure within thirty (30) days from the date of the initial notice of breach, ISO may terminate this Supplement upon delivery of written notice without any further obligation to Licensee. 0. Notice shall be effectuated in accordance with the Master Agreement. P. ISO and Licensee will comply with applicable privacy laws as outlined at https://www.verisk.com/privacy- trademarks-use/data-privacy-protection-verisk-customers/, which is hereby incorporated by this reference, and may be amended from time and time. Q. ISO may issue one or more joint press releases upon the execution of this Supplement. Any such press releases shall be subject to the agreement of the parties as to timing, forum, audience and content. Notwithstanding the above, ISO may use Licensee's name and logo solely to indicate that Licensee is a participant and subscriber of the Products with prior written consent of each use. R. Notwithstanding anything in the Master Agreement to the contrary, Licensee acknowledges that ISO has offices offshore and that employees of ISO at such locations may access Confidential Information of Licensee provided to ISO under this Agreement to support ISO's Products, services and business operations. ISO agrees that such employees who are involved in the support of ISO's Products, services or business operations shall be subject to obligations of confidentiality to keep such information confidential. 7. ACCESS OF THE PRODUCTS PROVIDED UNDER THIS SUPPLEMENT: Ed: 02/2023 Page 16 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 Ve• risk M Supplement — CLAIM ESSENTIALS (Non -Insurer) A. ACCESS: ISO hereby agrees to grant for the Term access and Licensee hereby accepts access to ISO's Single Sign -On authentication process for Licensee's access to the Products solely for the purposes set forth in the Supplement. As used herein, Single Sign On shall mean a session, user authentication process that permits a user to enter one authentic ID and complex password in order to access the Licensee's network and the Product simultaneously. B. Licensee agrees that effective with access through the Single Sign -On authentication process Licensee's existing access protocol to the Products, if any, will cease. Licensee's Authorized Users shall only access the Products through use of the Single Sign -On solution. C. Licensee warrants and represents that it shall implement and maintain a written policy (a copy of such policy shall be provided to ISO upon request) which provides that: 1.) 2.) 3.) Nr 5.) Each Authorized User's work station shall effectively "time out" on the work station if there is a period of inactivity (which period of inactivity counter shall not exceed thirty (30) minutes) and each work station should require the user to re -authenticate user's work station identification (ID) and password issued by Licensee to re -obtain access. Each Authorized User's password shall be comprised of a minimum of eight characters and must include a combination of a letter and a number. Each Authorized User's password shall be reset every ninety (90) days. Each Authorized User's ID issued by Licensee shall be unique and assigned to a single, authorized user. Each Authorized User shall not be permitted to share passwords to access the Licensee's network and the Products. D. Licensee's assigned Authorized User's IDs and passwords to access the Licensee's network and the Products must be kept confidential and shall not be distributed or divulged to anyone except the individual Authorized User to whom the ID and password has been assigned (provided that the ID and password may be accessible by Licensee's Information Technology Department solely to remediate any operating issues. E. Licensee is responsible for all charges as described in the Supplement as they relate to the use and activity charged to Licensee's Authorized Users. Licensee's Authorized User's access to the Products must be discontinued simultaneously: (i) for any Authorized Users, with the end of that Authorized User's employment with Licensee and/or change in job responsibilities for which access to the Products is no longer appropriate; and (ii) for any other user authorized by the Supplement, or otherwise authorized by ISO in writing, with the end of that user's relationship with Licensee. F. Licensee shall be liable to ISO for all fees and all loss or damage caused by or resulting from the unauthorized use of the Products or continued use of the Products by terminated or unauthorized users via the identification and password assigned to access the licensee's network and the Products. Licensee agrees to immediately notify ISO if Licensee has knowledge of an unauthorized access to or use of the Products (a "Security Breach") or if the Licensee suspects that a Security Breach may have occurred. ISO may in its discretion with notice to Licensee revise or modify the Single -Sign -On method of access to the Products. G. In the event Licensee fails to satisfy any of the conditions specified in this Supplement, ISO may immediately temporarily suspend Licensee's Single Sign -On access to the Products and thereafter notify Licensee of same. ISO will give Licensee written notice of, and reasonable opportunity, determined in ISO's sole discretion, to cure, Licensee's alleged failure to satisfy said conditions prior to terminating access. The parties herein agree that any breach of sections 3 (Scope of Use), 4 Ed: 02/2023 Page 17 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 - Verisk" Supplement — CLAIM ESSENTIALS (Non -Insurer) (Licensee's Reporting Obligations), 6 (Additional Terms and Conditions) or 7 (Access of the Products) shall constitute a material breach of this Supplement. In the event of a breach, ISO may, in its sole discretion, immediately suspend Licensee and its Authorized Users' access to the Products or any ClaimSearch Information upon notice. Licensee shall have (30) days from date of the notice to cure the breach prior to termination. The parties will work together in good faith to give Licensee an opportunity to cure the breach. If ISO is not satisfied with the cure within thirty (30) days from the date of the initial notice of breach, ISO may terminate this Supplement upon delivery of written notice without any further obligation to Licensee. 8. FEES DUE UNDER THIS SUPPLEMENT: Fee: The Fee for the initial term of this Supplement is indicated on Exhibit B, attached hereto and incorporated herein by this reference. Licensee shall pay to ISO within forty-five (45) days of receipt of a proper invoice, as that term is defined in Section 218.72, Florida Statutes, the Fee and Licensee shall be responsible for payment of Fees for all Products licensed, regardless of whether Licensee actually uses or accesses any or all such Products. A proper invoice shall include sufficient detail such that it enables the City to audit expenses. Failure to submit a proper invoice meeting the requirements of Section 218.70 — 218.80, Florida Statutes, will result in a delay of payment, for which ISO shall not be entitled to additional payment, including interest. No credits and/or refunds will be given, except in the case of early termination as provided in the Master Agreement. The Fees shall remain fixed and firm throughout the term of this Supplement, unless there is a written modification signed by both Parties. During the Term of this Supplement, additional Products or services or enhanced or additional features to the Products licensed hereunder may be added upon mutual agreement of the parties. Any such addition would be subject to an amendment to this Supplement and increased or additional fees. 9. TERM OF THIS SUPPLEMENT: Supplement Term: June 15, 2026 to June 14, 2029 A. This Supplement shall commence on June 15, 2026 and continue until June 14, 2029 unless earlier terminated by ISO as provided herein or by the Master Agreement or Licensee as provided herein. B. Notwithstanding anything to the contrary in the Master Agreement, except for a material breach by ISO to this Supplement, Licensee may not terminate this Supplement or any portion thereof. Except as provided herein or modified hereby, all terms, covenants and conditions of the Master Agreement remain unchanged. To the extent any provision in this Supplement conflicts with any similar provision in the Master Agreement, the terms set forth on this Supplement shall control. This Supplement may be executed in separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. Each party represents that it has full power and authority to enter into and perform this Supplement, and the person signing this Supplement on behalf of it has been properly authorized and empowered to enter into this Supplement. This Supplement is not valid against ISO unless and until executed by the appropriate ISO officer or authorized representative at the appropriate ISO home office. Ed: 02/2023 Page 18 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 - Verisk" Supplement — CLAIM ESSENTIALS (Non -Insurer) IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed by its authorized signatory on behalf of the company named below on the date indicated below. Licensee: City of Miami ISO: INSURANCE SERVICES OFFICE, INC. On behalf of itself, its subsidiaries and affiliates Signature: Print Name: Title: Signature: ,--Signed by: . Y tiut.l i. `-4F502630ADF8453... Print Name: Helena Cornell Title: Chief Business Officer, Claims Solutions April 17, 2026 Date: I., Date: 1110 1 AGREEMENT AND ACKNOWLEDGEMENT OF RECEIPT OF THE ISO CLAIMSEARCH PRIVACY AND SECURITY POLICIES: Licensee represents, warrants, and agrees that (i) it has received from ISO the ISO ClaimSearch Privacy and Security Policies (the "Policies"); (ii) it has read such Policies and understands the contents; and (iii) it, its employees and Authorized Users, and any other persons or entities who have access to or use of the Products or any information or data therein on behalf of, through, or at the direction of Licensee, shall comply in all respects with the Policies (including any amendments or updates). Licensee shall be responsible for ensuring such use complies in all respects with the Policies (including any amendments or updates). Licensee acknowledges and agrees that any failure to comply with the Policies may result in restriction or termination of Licensee's ISO ClaimSearch participation and/or access to the Products provided under this Supplement. Signature: Print Name: Ed: 02/2023 Page 19 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 - Verisk" Supplement — CLAIM ESSENTIALS (Non -Insurer) IN WITNESS WHEREOF, the provider hereto has caused this instrument to be executed by their respective officials thereunto duly authorized, as of the day and year first above written. Licensee represents, warrants, and agrees that (i) it has received from ISO the ISO ClaimSearch Privacy and Security Policies (the "Policies"); (ii) it has read such Policies and understands the contents; and (iii) it, its employees and Authorized Users, and any other persons or entities who have access to or use of the Products or any information or data therein on behalf of, through, or at the direction of Licensee, shall comply in all respects with the Policies (including any amendments or updates). Licensee shall be responsible for ensuring such use complies in all respects with the Policies (including any amendments or updates). Licensee acknowledges and agrees that any failure to comply with the Policies may result in restriction or termination of Licensee's ISO ClaimSearch participation and/or access to the Products provided under this Supplement. ATTEST: By: Print Name: Title: (Corporate Seal) ATTEST: 5 ISO: INSURANCE SERVICES OFFICE, INC. on behalf of itself, its subsidiaries and affiliates T Signed by: ttlt,lA,a. Cbvvutli, By: ‘s4F507630ADF8453 Print Name: Helena Cornell Title: Chief Business Officer, Claims Solutions "City" or "Licensee" City of Miami, a Florida municipal corporation By: Todd B Hannon, City Clerk James Reyes, City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: George K. Wysong III David Ruiz, Interim Director City Attorney Risk Management Department Ed: 02/2023 Page 20 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 Verisk M Supplement — CLAIM ESSENTIALS (Non -Insurer) EXHIBIT A DATA ELEMENTS REQUIRED TO BE CONTRIBUTED TO ISO CLAIMSEARCH DATABASES Note: All other fields (if available/applicable) — must be reported throughout the life of the claim using the Replacement process, and/or reported at the time the claim is closed. The list below does not represent all fields available to be reported; there may be additional fields required for specialized lines of business or to satisfy mandatory compliance reporting. Additional resources are available on the ISO ClaimSearch website in My Learning Center. Field Name Line of Business Claim Reporting Requirement Claim Level Information: Office Code X X X Within 48 hours of claim being filed with Licensee Company Received Date X X X Within 48 hours of claim being filed with Licensee Claim Number X X X Within 48 hours of claim being filed with Licensee Date of Loss X X X Within 48 hours of claim being filed with Licensee Time of Loss X X X Within 48 hours of claim being filed with Licensee Policy Number X X X Within 48 hours of claim being filed with Licensee Policy Type X X X Within 48 hours of claim being filed with Licensee Location of Loss: Address, City, State, Zip Code X X X Within 48 hours of claim being filed with Licensee Loss Description X X X Within 48 hours of claim being filed with Licensee Policy Inception Date X X X Within 48 hours of claim being filed with Licensee Policy Expiration Date X X X Within 48 hours of claim being filed with Licensee Policy Renewal Indicator (Y/N) X X X Police Report X X X Police/Fire Case Number X X X Single Vehicle Accident X Phantom Vehicle Accident X Was the Accident Witnessed? X Hit and Run Accident X CAT Indicator X X SIU Information: Company Name, Investigator's Name, Business Phone, Cell Phone X X X Claim Associated with Insurer Fraud Ring Investigation Indicator X X X Involved Party Information: Role X X X Within 48 hours of claim being filed with Licensee Business Name or Last Name/First Name/Middle Name X X X Within 48 hours of claim being filed with Licensee Involved Party: Address, City, State, Zip Code X X X Within 48 hours of claim being filed with Licensee Date of Birth (DOB) X X X Social Security Number (SSN) X X X Ed: 02/2023 Page 21 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 - erisk" Supplement — CLAIM ESSENTIALS (Non -Insurer) Field Name Line of Business Claim Reporting Requirement Auto Tax ID Number (TIN) X X X Home/ Cell / Business Phone Numbers X X X Personal E-Mail Address X X X Drivers' License Number / State X X X AKA names / previous or alternate addresses/ mailing address X X X Gender X X X Date of Death X X X VIN in which this person was an occupant X X Date Party Reported the Loss X X X Party Subject to SIU Investigation X X X Claim or part of claim for this party not paid after investigation X X X Party was subject to an enforcement action (criminal indictment, professional disciplinary action) X X X Claim for this party meets criteria for fraud bureau reporting X X X Identity Theft/Synthetic Identity Indicator X X X Coverage Information: Coverage Type X X X Within 48 hours of claim being filed with Licensee Loss Type X X X Within 48 hours of claim being filed with Licensee Claim Status (update to Closed or Closed without payment) X X X Minimal additional fields to be reported at the time claim is closed using the Replacement process Date Claim Closed X X X Minimal additional fields to be reported at the time claim is closed using the Replacement process Adjuster Name X X X Minimal additional fields to be reported at the time claim is closed using the Replacement process Adjuster Phone X X X Minimal additional fields to be reported at the time claim is closed using the Replacement process Adjuster E-Mail Address X X X Minimal additional fields to be reported at the time claim is closed using the Replacement process Service Provider Role X X X Service Provider: Business or Individual Name, Address, City, State, Zip Code X X X Service Provider: Business/Cell Phone X X X Service Provider: SSN / TIN X X X Paid/Settlement Amount X X X Minimal additional fields to be reported at the time claim is closed using the Replacement process Casualty Information: Alleged Injuries/Property Damage X Within 48 hours of claim being filed with Licensee Body Part X Employee Date of Hire (for WC claims) X Termination/Lay-Off Date (for WC claims) X Ed: 02/2023 Page 22 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 - erisk" Supplement — CLAIM ESSENTIALS (Non -Insurer) Field Name Line of Business Claim Reporting Requirement Auto Casualty Boat / Mobile Off -Road Equipment Information: PIN/HIN/VIN X Within 48 hours of claim being filed with Licensee Make X Within 48 hours of claim being filed with Licensee Model X Within 48 hours of claim being filed with Licensee Year X Within 48 hours of claim being filed with Licensee Theft Type (must be "Total Theft" for recovery process) X Owner Retained Salvage indicator X Date of Salvage X Salvage Buyer's Name (if owner did not retain possession) X Date of Recovery X Recovering Agency X Condition of Recovered Vehicle X Vehicle Information: Vehicle Identification Number (VIN) X Within 48 hours of claim being filed with Licensee Make X Within 48 hours of claim being filed with Licensee Model X Year X Within 48 hours of claim being filed with Licensee License Plate Number / State X Vehicle Disposition (must be "Total Loss" for NMVTIS reporting) X Theft Type (must be "Total Theft" for recovery process) X Odometer X Owner Retained Salvage indicator X Date of Salvage X Salvage Buyer's Name (if owner did not retain possession) X Date of Recovery X State of Recovery X Recovering Police Agency X Condition of Recovered Vehicle X Property Information: Type of Property X Type of Property Lost/Stolen X Property Lost/Stolen: Scheduled Property Description X Property Theft Type X Theft Location X Ed: 02/2023 Page 23 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 taVerisk.M Supplement — CLAIM ESSENTIALS (Non -Insurer) EXHIBIT B FEE Claim Essentials Year 1 June 15, 2026 — June 14, 2027 Year 2 June 15, 2027 — June 14, 2028 Year 3 June 15, 2028 — June 14, 2029 Overages are invoiced monthly as applicable Up to 1,000 claim submissions Overage: $38.30/claim Up to 1,000 claim submissions Overage: $40.60/claim Up to 1,000 claim submissions Overage: $43.03/claim Decision Net Credit Decision Net Credit is applicable only during the then current Term. No credit and/or refunds will be given if the Llcsensee's Decision Net usage is below the credit. If Licensee's Decision Net usage exceeds the credit during the Term all excess usage will be billed in the first month it occurs and then monthly thereafter. Licensee shall be invoiced monthly for each transaction recorded during the preceding month, in addition to any applicable service charges. The invoice will be based on the prices in effect for each search and report type at the time of billing and as may be modified from time to time upon ninety (90) day notice to Licensee. These amounts will be billed in addition to the Annual Subscription. $5,500.00 $5,500.00 $5,500.00 Annual Subscription Invoiced annually $33,300.00 $35,298.00 $37,416.00 Ed: 02/2023 Page 24 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 - erisk" Supplement — CLAIM ESSENTIALS (Non -Insurer) EXHIBIT C COMPLIANCE AND DATA USE AUTHORIZATIONS COMPLIANCE REPORTING SERVICES PARTICIPATION MODIFICATION FORM SUBSCRIBER HEREBY AUTHORIZES ISO TO PERFORM THE FOLLOWING COMPLIANCE REPORTING SERVICES FOR THE PURPOSES DESCRIBED IN THE AGREEMENT. Programs: • Child Support Lien Network (CSLN) Reporting Service • Federal Office of Child Support Enforcement Program (OCSE) Reporting Service • Medicaid Assistance Intercept System (MAIS) Reporting Service • OFAC Compliance Verifier Services Select ONE option below: ❑ The organization named below agrees to Opt -In to the compliance reporting programs set forth above and agrees to Opt -In to all participating states, including all participating states that become available through the programs following the date of this authorization, and authorizes ISO to automatically include it in reporting to any new states that may adopt the programs identified above. ❑ The organization named below does /or does not agree to Opt -Into participate in Texas Property. The organization agrees by selecting participation in Texas Property, it requests ISO to perform searches on property damage claims against the CSLN database as well as casualty claims for the state ofTexas. ❑ The organization named below does not wish to participate in the following compliance reporting programs: Specify: ❑ The organization named below does not wish to participate in the following states for the programs identified: This Authorization is not intended to limit or prohibit ISO ClaimSearch® from reporting information unrelated to these services in states where it is required by law. Compliance Services Contact Information: Contact Name: Title: Company/Group: Address: City/State/Zip: Email: Telephone: E-Signature: Date: Ed: 02/2023 Page 25 of 26 Docusign Envelope ID: 7456BBE8-04C8-404F-B19D-F6B15D5D2E88 taVerisk.M Supplement — CLAIM ESSENTIALS (Non -Insurer) DATA ACCESS AUTHORIZATION FORM Description: In the interest of complete data for law enforcement, state fraud bureau, and state fire marshal investigations, ISO encourages companies to allow Law Enforcement and state Fire Marshals access to your data. Each company, however, must make its own decision. Law Enforcement Agency Access: 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. The organization named below authorizes ISO to: Select ONE option below: ❑ Allow access to my claims data by law enforcement agency personnel that meet the requirements established in the ISO Privacy and Security Policies. Access is limited to purposes established in the policies. ❑ Prohibit access to my claims data by law enforcement agency personnel. Online Access by State Fraud Bureaus: The organization named below authorizes ISO to: Select ONE option below: ❑ Allow access for all states ❑ Deny access to fraud bureaus in the following states: _and allow access in all other states. Online Access by State Fire Marshals: The organization named below authorizes ISO to: Select ONE option below: ❑ Allow access for all states ❑ Deny access to state fire marshals in the following states: and allow access in all other states. This Authorization is subject to the terms and conditions of the agreement between ISO and the below-namedSubscriber Organization and is not intended to limit or prohibit ISO from reporting information in states where there arestatutory reporting requirements or as otherwise required by law. This form may be executed and transmitted by fax, electronic signature or email (.pdf) or similar electronic transmission by the Subscriber. In witness whereof, the Subscriber has executed this form on the date indicated below. E-Signature: Date: Name, Title: Email: Subscriber Company Name and Address: Ed: 02/2023 Page 26 of 26 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Annie Perez, CPPO DATE: April 17, 2026 Director/Chief Procurement Officer SUBJECT: Finding of Sole Source FROM: David Ruiz Z)av-ed Az/ REFERENCES: ClaimSearch Interim Director o The Risk Management Department ("Risk") is requesting a sole source finding for the purchase of a license to use ClaimSearch over a three (3) year period, summarized in the table below: Claim Essentials Year 1 Year 2 Year 3 2026 — 2027 — 2028 — 2027 2028 2029 Overages are invoiced monthly as applicable Up to 1000 claim submissions Overage: $38.30/claim Up to 1000 claim submissions Overage: $40.60/claim Up to 1000 claim submissions Overage: $43.03/claim Decision Net Credit Decision Net Credit is applicable only during the then current Term. No credit and/or refunds will be given if the Licensee's Decision Net usage is below the credit. If Licensee's Decision Net usage exceeds the credit during the Term all excess usage will be billed in the first month it occurs and then monthly thereafter. Licensee shall be invoiced monthly for each transaction recorded during the preceding month, in addition to any applicable service charges. The invoice will be based on the prices in effect for each search and report type at the time of billing and as may be modified from time to time upon ninety (90) day notice to Licensee. These amounts will be billed in addition to the Annual Subscription. $5,500.00 $5,500.00 $5,500.00 Annual Subscription Invoiced annually $33,300.00 $35,298.00 $37,416.00 ClaimSearch is a software tool used in the insurance industry to investigate an individual's claim history during proceedings for workers' compensation benefits or bodily injury claims. Risk is reorganizing and intends to bring liability claims administration services "in-house." Accordingly, Risk requires a license for access to ClaimSearch. The purchase from Verisk Analytics, Inc. ("Verisk") in the amount of $106,014.00 allocating funds from Account Code No. 50001.301001.545013.0000.00000, will allow Risk to secure this vital service that is essential for its day-to-day operations. Based upon the attached, please take the necessary steps to verify that Verisk, located at 545 Washington Blvd., Jersey City, NJ 07310 is the sole provider of this purchase. Should you require any additional clarification regarding this purchase, please contact Yesenia Aviles at 305- 416- 1723 or email her at YAviles@miamigov.com. Verisk affirms that they are the sole provider of ClaimSearch, and no resellers or third -party distributors offer or can replicate the integrated services described. FINDING OF SOLE SOURCE APPROVED: Annie Perez, CPPO Director/Chief Procurement Officer 1. Explain why the product/service requested is the only product/ service that can satisfy your requirements, and explain why alternatives are unacceptable. Be specific with regard to specifications, features, characteristics, requirements; capabilities, and compatibility. Describe what steps have been undertaken to make this determination. ISO ClaimSearch is the only nationwide, industry -standard claims database that aggregates multi -carrier claim histories across workers' compensation, bodily injury, and liability claims. It provides real-time access to prior claim activity, associated parties (claimants, attorneys, providers), and fraud indicators that are critical to proper claims investigation and settlement evaluation. There are no acceptable alternatives because: • No other system provides the same depth and standardization of national claims data across insurers and public entities. • Competing tools are either limited to internal data, regional datasets, or lack cross - carrier visibility, making them insufficient for identifying repeat claimants or patterns of potential fraud. • ISO ClaimSearch is widely used by insurers, TPAs, and governmental entities, making it the industry benchmark for claims validation. • It supports compatibility with Risk's claims handling processes, including integration into claim workflows and documentation systems. To make this determination, Risk Management: • Evaluated available claims investigation tools and data sources. • Reviewed industry standards and best practices for claims administration. • Consulted with peers, vendors, and internal stakeholders regarding functionality and data access requirements. • Determined that no other product provides equivalent data coverage, investigative capability, and industry adoption. 2. Explain why this services provider, supplier or manufacturer is the only practicably available source from which to obtain this product or service, and describe the efforts that were made to verify and confirm whether, or not, this is so. (Obtain and include a letter from the manufacturer confirming claims made by distributors or exclusive distributorships regarding the product or service, if that is cited as a reason for this Sole Source.) ISO ClaimSearch is a proprietary product owned and exclusively provided by Verisk Analytics, Inc. There are no authorized resellers, distributors, or third -party providers that can offer access to this system or replicate its integrated database. Risk Management has confirmed that: • Verisk is the sole owner and operator of ISO ClaimSearch. • Access to the system can only be obtained directly through Verisk. • No third -party vendors have the ability to license, distribute, or replicate the dataset. As part of the verification process: • Received documentation from Verisk confirming sole source status. • Market research confirmed that no alternative providers offer comparable services. • Industry validation supports that ISO ClaimSearch is exclusively maintained by Verisk. 3. Will this product obligate us to a particular vendor for future purchases (either in terms of maintenance that only this vendor will be able to perform and/ or if we purchase this item, will we need more " like" items in the future to match this one)? This purchase will require an ongoing subscription with Verisk in order to maintain access to ISO ClaimSearch, including updates and continued data availability. However, this does not create an unreasonable dependency, as: • The service is a standard industry utility, not a customized or proprietary system built specifically for the City. • Continued use is optional and evaluated annually based on operational needs and budget. • There is no requirement to purchase additional "like" products, only to maintain access if the service continues to provide value. 4. Explain why the price for this product or service is considered to be fair and reasonable. The pricing is considered fair and reasonable because: • ISO ClaimSearch pricing is standardized across the industry and based on access level and usage. • The cost reflects the value of access to a national claims database that significantly enhances claims investigations and risk mitigation. • Use of the system is expected to result in cost avoidance and savings by: o Identifying fraudulent or exaggerated claims o Reducing unnecessary claim payments o Supporting stronger negotiation positions during settlements The anticipated return on investment outweighs the cost, particularly in reducing liability exposure and improving claims outcomes. 5. Describe the negotiation efforts, if any, that have been made with the supplier to obtain the best possible price. Risk Management engaged with Verisk to: • Review pricing structure and available service options. • Ensure the City is receiving appropriate access levels aligned with operational needs. • Confirm that pricing reflects public sector usage and expected volume. While ISO ClaimSearch pricing is standardized due to its proprietary nature, efforts were made to validate pricing competitiveness and ensure no unnecessary add-ons or services were included. 6. Explain the consequences( s) to the City, including the dollar estimate of the financial impact, if this Sole Source is not approved. If this Sole Source is not approved, the City will face significant operational and financial risks, including: • Increased claim costs due to inability to identify prior claims history or fraud indicators. • Higher settlement values due to reduced negotiating leverage without comprehensive claimant data. • Greater exposure to fraudulent or repeat claims, which could result in avoidable financial losses. • Inefficiencies in claims handling, leading to longer resolution times and increased administrative costs. From a financial standpoint: • Even a small number of undetected fraudulent or inflated claims could exceed the annual cost of this service. • Potential impact could range from thousands to several hundred thousand dollars annually, depending on claim volume and severity. Without ISO ClaimSearch, Risk Management would be operating without a critical industry tool, resulting in increased liability exposure and reduced ability to effectively protect the City's financial interests. MARKET RESEARCH Sole Source # 25-26-025 Current Term: N/A Expiration Date: N/A Title: ClaimSearch Recommendation: Sole Source Contract Procurement Contracting Officer: James Justin Griffin ❑ Solicit Competition ❑ Access Contract ❑ Other Background: The City of Miami's ("City") Department of Procurement ("Procurement") has been tasked with researching whether Verisk Analytics, Inc. ("Verisk") through its wholly owned subsidiary, Insurance Services Office, Inc. ("ISO"), located at 545 Washington Blvd., Jersey City, NJ 07310, is the sole source provider of the ISO ClaimSearch contributory database ("ClaimSearch"). ClaimSearch is a software tool used in the insurance industry to investigate an individual's claim history during proceedings for workers' compensation benefits or bodily injury claims. The City's Risk Management Department ("Risk") is reorganizing and intends to bring claims administration services "in-house." Accordingly, Risk requires a license for access to ClaimSearch to secure vital services essential for its day-to-day operations. ISO was formed in 1971 as an advisory and rating organization for the property and casualty insurance industry to provide statistical and actuarial services, develop insurance programs, and assist insurance companies in meeting state regulatory requirements. Following a corporate restructuring and initial public offering in 2009, ISO became a wholly owned subsidiary of Verisk. ISO continues to provide data, analytics, and risk assessment services for the property and casualty insurance industry. ISO's databases contain more than nineteen (19) billion detailed records relating to insurance and risk management, which form the basis for its information services, with two billion records collected each year. Research Conducted: ClaimSearch is identified as a "contributory" industry database meaning all members of ClaimSearch must own or administer their claims in order to be eligible for a membership subscription. Accordingly, only insurance carriers, self -insureds, risk pools, third party administrators, etc., are eligible for membership in ClaimSearch. In contrast, a private investigator cannot use ClaimSearch because it does not have any actual claims to contribute. The intent of the contributory database is such that all members of the insurance industry, including competitor organizations, agree to contribute their claims data for the greater good of preventing insurance fraud. Participating organizations electronically submit hundreds of thousands of claims per day in all lines of business, including property, casualty, and automobile insurance. ClaimSearch automatically loads these claims into its database and the system performs searches to find other claims filed by the same individual or business, either as a claimant or as an insured. As a result, Risk is able to determine if a claimant has filed a prior claim against the City, has prior and/or current accidents nationwide, or is a professional claimant. There are many differences between other industry -specific databases and ClaimSearch: 1. ClaimSearch is the only contributory comprehensive all -claim and all -insurer database and system for claims processing and fraud detection; 2. Only insurance carriers, self -insureds, risk pools, third party administrators, etc., are eligible for membership; 3. ClaimSearch is a proprietary solution aimed at fraud detection, where clients submit claim data, leading to a comprehensive "match report" showcasing claimants' complete history across casualty, property, and auto physical damage ("APD") claims. 4. ClaimSearch is considered part of best practices in claims management and is crucial for compliance with Florida's legislative requirements; 5. There are no direct competitors to ClaimSearch; and 6. According to Verisk, 95% to 98% of the insurance industry subscribes to ClaimSearch with over 1.8 billion claim records in the ClaimSearch database. Comparable Contracts and Pricing: ClaimSearch uses a proprietary algorithm for pricing that emphasizes total annual initial claim volume as a key factor. Therefore, the annual subscription cost increases based on the number of claims filed. Nevertheless, there are also additional rates and variables built into the algorithm to determine the final subscription cost and ensure fair pricing. The City averages approximately one thousand (1,000) claims annually. Procurement found four (4) contracts for the purchase of ClaimSearch, all using the sole source method. ClaimSearch's method of algorithmic pricing produced a higher price for Miami -Dade County, FL (>2,500 claims) and similar pricing for Jacksonville, FL (>1,000 claims). The terms of an individual entity's contract usually run from one (1) to three (3) years, with better rates available for three (3) year commitments. The following contracts for ClaimSearch were discovered in research: City/County Type Purchase Price Miami -Dade County, FL Sole Source contract, 2024 $63,460.00 annually Jacksonville, FL Sole Source contract, 2023 $32,000.00 annually Broward County Transit, FL Sole Source contract, 2024 $8,500.00 annually Los Angeles Department of Water & Power, CA Sole Source contract, 2025 $8,162.00 annually Contracting Issues: Accessing ClaimSearch requires strict adherence to Verisk's Supplemental and Master Agreements ("Contract"). The City engaged in comprehensive negotiations with Verisk to ensure the Contract adheres to applicable City and State laws and regulations. Moreover, Verisk and the City have agreed to implement special precautions to restrict access and promote security for database users. As a result, Verisk has signed the agreed -upon Contract for execution, subject to City approval. The total cost of a three-year subscription is $106,014.00 (Year One: $33,300.00; Year Two: $35,928.00; Year Three: $37,416.00, and; Average: $35.338.00). In addition, Verisk provided the City with a $5,500.00 annual credits ($15,500.00 total for three (3) years) for optional research reports that ClaimSearch can create. A list of the reports and pricing is attached hereto as Exhibit "A." Recommendation: Market research validates that Verisk and ISO are the sole distributors of ClaimSearch, which is the only contributory comprehensive all -claim and all -insurer database and system for claims processing and fraud detection. Furthermore, Verisk's pricing is consistent with current pricing for other municipalities having a similar number of claims to Miami. Accordingly, pursuant to Sections 18-92 (a) (3) of the Code of the City of Miami, it is recommended that the requirements for competitive bidding be waived, and the above mentioned findings be approved; that Verisk, a non -local vendor located at 545 Washington Blvd., Jersey City, NJ 07310, is the sole manufacturer & distributor of ClaimSearch, and approving the Agreement with Verisk for the purchase of a ClaimSearch subscription for Risk, in the amount of One Hundred Six Thousand Fourteen and 00/100 Dollars ($106,014.00), allocating funds from the various sources of funds of Risk, subject to the availability of funds and budgetary approval at the time of need, is in the City's best interest. Procurement Contracting Officer: James Justin Griffin Date: April 28, 2026 Procurement Contracting Manager: Date: Director/Asst. Director: AzinzP Date: April 28, 2026 Sole Source # 25-26-025 - Market Research EXHIBIT A Research Hub — Price List "VeriskM Product Category and Description Standard Price Append-DS Automatically locates missing information in claims submitted to Cla imSearch Append-DS* $0.38 Batch Append-DS See Append-DS Batch Processing details on page 7 DOB Retrieval (Batch) SSN Append (Batch) Coverage Information Claims Coverage Identifier (CCI)* $0.25 $0.35 $14.20 Criminal and Civil Record Information Additional court fees may apply (not listed). State -specific fees are controlled by each jurisdiction and are subject to change without notice. Alaska Criminal Comprehensive Search Background Check Report California Criminal Index Search -CA Combined Crim and Sex Offender -OK, UT, or WI Combined Crim Index and Inmate -AL or ND Conviction Records Search -AZ, CT, GA, ID, IL, IN, MI, MN, MO, MT, OK, OR, or WI Conviction Records Search -FL Criminal (Green Screen) -NC Criminal Comprehensive Search -AR, AZ, CT, FL, HI, IA, MD, NC, OH, OK, OR, or RI Criminal Comprehensive Search -DE or WI Criminal Comprehensive Search -NJ or WA Criminal Comprehensive Search -PA or TX Criminal Search -CO Criminal Search -FL Criminal Search -IA * No charge if no records found $15.00 $28.60 $15.00 $15.00 $10.00 $8.00 $10.00 $8.80 $15.00 $22.00 $18.00 $20.00 $16.00 $33.00 $28.00 Proprietary and Confidential. Information contained herein is not to be shared or disclosed without explicit written permission from ClaimSearch/Verisk Analytics. ©2025 Verisk Analytics Inc. All rights reserved. 1 Sole Source # 25-26-025 - Market Research EXHIBIT A Research Hub - Price List Criminal Search -ID Criminal Search -IL, KS, MI, or MO Criminal Search -KY or MT Criminal Search -ME Criminal Search -MS Criminal Search -MN or VA Criminal Search -ND Criminal Search -NE Criminal Search -NY Criminal Search -SC Criminal Search -SD Criminal Search -TX Criminal Search -VT Criminal Super Search Criminal Super Search -Former Last Name Criminal Super Search plus Wants and Warrants DOC & Sex Offender Search -GA DOC & Sex Offender Search -IA DOC Search -RI Evictions Search Federal Civil Search Federal Criminal Search Fraud Crime Search Incarceration Search Inmate Plus Search -SC Inmate Plus Search -TN Inmate Search -AL, AR, CO, HI, IA, IL, KS, MD, MI, MS, NC, NM, NV, or VT Inmate Search -KS, NJ, NY, PA, SC, TN or WV Medical Fraud and Abuse Search Multi -State Arrest and Booking Records National Sex Offender Search * No charge if no records found "VeriskM $10.00 $25.00 $27.00 $29.00 $8.80 $15.00 $45.00 $38.00 $75.00 $40.00 $42.00 $8.80 $30.00 $29.95 $29.95 $29.95 $8.80 $9.00 $15.00 $12.10 $24.20 $24.20 $8.80 $8.80 $15.00 $9.00 $15.00 $8.80 $15.00 $11.00 $8.80 Proprietary and Confidential. Information contained herein is not to be shared or disclosed without explicit written permission from ClaimSearch/Verisk Analytics. ©2025 Verisk Analytics Inc. All rights reserved. 2 Sole Source # 25-26-025 - Market Research EXHIBIT A Research Hub — Price List Nationwide Inmate Search Oca Multi -County Criminal Search -NY Single County Civil Lower or Upper Court Search - Any State (except WY Upper) Single County Civil Upper Court Search -WY Single County Criminal Search - Any State Single County Felony Search -ME Single County Misdemeanor Search SSN Verification Terrorist Search Wants & Warrants "VeriskM $8.80 $15.00 $27.00 $25.00 $24.20 $24.20 $24.20 $3.00 $2.00 $2.20 Police Reports Additional agency fees may apply (not listed). Accident Grid Report Auto Accident Report Auto Accident Report - Photos Auto Fire Report Auto Fire Report - Photos Auto Theft Report Burglary Report Coroner Report Death Certificate DUI Report EMS/Rescue Squad Report Fire Report - Photos Fire Report -General Incident Report MV104(NY) - Drivers Statement OSHA Report Police Report Photos Theft Recovery Report * No charge if no records found $6.50 $6.50 $6.50 $6.50 $6.50 $6.50 $6.50 $6.50 $6.50 $6.50 $6.50 $6.50 $6.50 $6.50 $6.50 $6.50 $6.50 $6.50 Proprietary and Confidential. Information contained herein is not to be shared or disclosed without explicit written permission from ClaimSearch/Verisk Analytics. ©2025 Verisk Analytics Inc. All rights reserved. 3 Sole Source # 25-26-025 - Market Research EXHIBIT A Research Hub — Price List Vandalism Report Vehicle Insurance Report Vehicle Registration Report Vehicle Title History Report Workers Compensation Report Public Records Data Advanced Basic Search* Bankruptcy Search* Bankruptcy Search (Business)* Basic Search* Basic Search as part of Basic Search Plus* Basic Search Plus* Basic Search -Locate Report* Business Directory Assistance* Business Search* Bus -Prop Tax Assessor Search* Bus -Property Deed Report* Bus -Property Deed Search* Comprehensive Address Report* Comprehensive Business Report* COMPREHENSIVE BUSINESS REPORT — CS* Comprehensive Person Report* CORPORATE SEARCH (BUSINESS)* Deceased Search* Driver's License Search* Email Address Search* Financial Stress Report* Foreclosure Search* Foreclosure Search (Business)* * No charge if no records found "VeriskM $6.50 $6.50 $6.50 $6.50 $6.50 $1.10 $1.10 $1.10 $0.55 $0.50 $10.00 $0.50 $1.00 $1.00 $1.50 $1.00 $1.00 $5.00 $6.50 $7.50 $10.00 $1.00 $0.25 $1.00 $1.00 $4.25 $1.05 $1.05 Proprietary and Confidential. Information contained herein is not to be shared or disclosed without explicit written permission from ClaimSearch/Verisk Analytics. ©2025 Verisk Analytics Inc. All rights reserved. 4 Sole Source # 25-26-025 - Market Research EXHIBIT A Research Hub — Price List Global Watch List Search* Global Watch List Search (Business)* Judgments Search* Judgments Search (Business)* Liens Search* Liens Search (Business)* Locate Report* Mail Drop Search/Report* Person Report* Phones Plus Lookup* Phones Plus Reverse Lookup* Professional Licenses Search* Property Deed Report* Property Deed Search* Property Profile Search* Property Tax Assessor Report* Property Tax Assessor Search* UCC Search* Vehicle Search* Voter Registrations* Social Media and Internet Activity Data Claims Verify Report Web Presence Search* Web Presence Search (EM)* Web Presence Search (RPT)* Use -Case Bundles Workers Compensation Toolkit* "VeriskM $0.50 $0.50 $1.00 $1.00 $1.00 $1.00 $2.00 $0.50 $0.75 $1.50 $1.50 $1.00 $1.00 $1.00 $5.00 $1.00 $1.00 $1.00 $1.00 $1.00 $139.00 $6.95 $6.95 $6.95 $29.00 Vehicle and Driver Information CARFAX Vehicle History Report* LPR Address Analysis* LPR Picture Proof Batch Plate* * No charge if no records found $18.50 $16.50 $16.50 Proprietary and Confidential. Information contained herein is not to be shared or disclosed without explicit written permission from ClaimSearch/Verisk Analytics. ©2025 Verisk Analytics Inc. All rights reserved. 5 Sole Source # 25-26-025 - Market Research EXHIBIT A Research Hub — Price List LPR Picture Proof Batch VIN* LPR Picture Proof by Plate* LPR Picture Proof by VIN* LPR Vehicle Search by Plate* LPR Vehicle Search by VIN* LPR Vehicle Search Batch Plate* LPR Vehicle Search Batch VIN* Enhanced Vehicle Search by License Plate Enhanced Vehicle Search by Name and Address Enhanced Vehicle Search by VIN Vehicle Search by License Plate Vehicle Search by Name and Address Vehicle Search by VIN License Plate Lookup Motor Vehicle Report (MVR) Equipment Valuation Report Weather Data Benchmark Hail Date of Loss Report Benchmark Hail History Report Benchmark Wind Date of Loss Report Benchmark Wind History Report Benchmark Lightning Date of Loss Report Benchmark Lightning History Report Benchmark Hurricane Wind Report* Weather Consultation Services Weather Related Claims Report * No charge if no records found "Verisk. $16.50 $16.50 $16.50 $16.50 $16.50 $16.50 $16.50 $3.75 $3.75 $3.75 $2.75 $2.75 $2.75 $0.50 $2.75 $75.00 $18.60 $31.00 $18.60 $31.00 $45.50 $45.50 $31.00 Quotation -based $5.00 Proprietary and Confidential. Information contained herein is not to be shared or disclosed without explicit written permission from ClaimSearch/Verisk Analytics. ©2025 Verisk Analytics Inc. All rights reserved. 6 Sole Source # 25-26-025 - Market Research EXHIBIT A Research Hub — Price List "Verisk. Append-DS Batch Processing Fees for this service are based upon the number of names included in the submitted batch file and invoiced separately from Transactional activity. Social Security Number Only Search: - Minimum fee of $350 includes up to 1,000 name searches. - Additional name searches at $0.35 each Date of Birth Only Search: - Minimum fee of $350 includes up to 1,000 name searches. - Additional name searches at $0.25 each Social Security Number and Date of Birth Search: - Minimum fee of $600 includes up to 1,000 name searches - Additional name searches at $0.60 each NOTE: For transactionally-based charges, the Licensee shall be invoiced monthly for each transaction recorded during the preceding month, in addition to any applicable service charges. The invoice will be based on the prices in effect for each search and report type at the time of billing and as may be modified from time to time. * No charge if no records found Proprietary and Confidential. Information contained herein is not to be shared or disclosed without explicit written permission from ClaimSearch/Verisk Analytics. ©2025 Verisk Analytics Inc. All rights reserved. 7