R24-195 1 RESOLUTION NO. R24-195
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
4 BEACH, FLORIDA, APPROVING A FIRST AMENDMENT TO THE
5 PROFESSIONAL SERVICES AGREEMENT FOR RISK MANAGEMENT
6 INFORMATION SYSTEM SOFTWARE SERVICES WITH ORIGAMI RISK, LLC
7 FOR A THREE-YEAR RENEWAL PERIOD AND AN ANNUAL EXPENDITURE
8 NOT TO EXCEED $95,410.00 PER YEAR AND A TOTAL NOT TO EXCEED
9 AMOUNT OF $286,230;AND FOR ALL OTHER PURPOSES.
10
11 WHEREAS, On July 6, 2022, the Parties entered into a Professional Services Agreement as
12 a result of RFP No. RM22-007 (the "Agreement") for Risk Management Information System
13 Software Services; and
14 WHEREAS, Section 4 of the Agreement provides for a renewal option to renew the
15 agreement for three (3) one-year renewals subject to vendor acceptance and determination by
16 the City that renewal will be in the best interest of the City; and
17 WHEREAS,for efficiency purposes and obtain the lowest subscription rate for the City, the
18 City desires to renew the Agreement for one (1) three (3)-year period instead of three (3) one (1)
19 year periods; and
20 WHEREAS, the Parties desire to amend the Agreement to renew the Agreement for an
21 additional three (3) years and approve the related annual fees; and
22 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the
23 best interests of the city's citizens and residents to approve a First Amendment to the Professional
24 Services Agreement for Risk Management Information System Software Services with Origami
25 Risk, LLC for a three-year renewal period, and an annual expenditure not to exceed $95,410.00 per
26 year and a total not to exceed amount of $286,230.
27
28 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
29 BEACH, FLORIDA, THAT:
30 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
31 being true and correct and are hereby made a specific part of this Resolution upon adoption.
32 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
33 approve a First Amendment to the Professional Services Agreement for Risk Management
34 Information System Software Services with Origami Risk, LLC for a three-year renewal period and
35 an annual expenditure not to exceed $95,410.00 per year and a total not to exceed amount of
36 $286,230 (the "Amendment"), in form and substance similar to that attached as "Exhibit A. "
37 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby
38 authorizes the Mayor to execute the Amendment and such other related documents as may be
39 necessary to accomplish the purpose of this Amendment and Resolution.
40 SECTION 4. One fully-executed original of the Amendment shall be retained by the City
41 Clerk as a public record of the City. A copy of the fully-executed Amendment shall be provided
42 to Morgan Chaloupka to forward to the Vendor.
43 SECTION 5. This Resolution shall take effect in accordance with law.
44 PASSED AND ADOPTED this 3 day of ` r
be,- 2024.
45 CITY OF BOYNTON BEACH, FLORIDA
46 YEO
47 Mayor–Ty Penserga
48
49 Vice Mayor–Aimee Kelley
50 1------
51
/51 Commissioner–Angela Cruz
52 ✓
53 Commissioner–Woodrow L. Hay
54
55 Commissioner–Thomas Turkin ./
56 9t)57 VOTE
58 ATT• T:
59 _=
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60 ir. •
61 Maylee I ii us, MPA, MC T. j,, : ga t Y 14
62 City Clerk „r.—'' ��`�.� May,
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63 0,.. 0�. ORPOR,q'• 1�,
64 „�:' ° rF�.�-9 e APPROVED AS TO FORM:
65 (Corporate Seal) i SEAL ;=$
66 •• ' INCORPORATED; f
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68 " FLORIV =
` Shawna G. Lamb
69 •..........
City Attorney
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�(� AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE CITY OF BOYNTON
\; BEACH AND ORIGAMI RISK LLC FOR RISK MANAGEMENT INFORMATION
o h*ON 04. SYSTEM SOFTWARE SERVICES
This First Amendment("Amendment") is entered into by and between the City of Boynton
Beach, a Florida municipal corporation ("City"), and Origami Risk, LLC, a Delaware limited
liability company registered to transact business in the State of Florida ("Vendor") (collectively
referred to as the "Parties").
RECITALS
A. On July 6, 2022, the Parties entered into Professional Services Agreement as a
result of RFP No. RM22-007 (the "Agreement") for Risk Management Information System
Software Services.
B. The Parties desire to amend the Agreement to renew the agreement for an
additional three (3) years and approve the related annual fees.
Now, therefore, in consideration of the mutual terms and conditions, promises,
covenants, and payments hereinafter set forth, the City and Vendor agree as follows:
1. The above Recitals are true and correct and are incorporated herein by reference. All
capitalized terms not expressly defined within this Amendment shall retain the meaning ascribed
to such terms in the Agreement.
2. Except as modified herein, all remaining terms and conditions of the Agreement shall
remain in full force and effect. Strike-through type indicates deletions and underlined/bold text
indicates additions.
3. Paragraph 4, entitled "Term," is hereby amended to read as follows:
TERM. The initial Agreement period shall be for an initial term of two (2) years,
commencing on July 6, 2022, and shall remain in effect through July 5, 2024. The City
reserves the right to renew the agreement for one(1)three (3)eye-year renewals subject
to vendor acceptance and determination by the City that renewal will be in the best
interest of the City.
4. Term Extension. The Parties hereby agree to exercise the three-year renewal option (the
"Renewal Term").The Agreement is therefore renewed to continue through and including July 5,
2027.
5. [Reserved]
First Amendment to Contract No. RM22-007 Page 1 of 5
6. Fee. The annual Fee for the renewal term is described in the Order Form attached hereto
as Exhibit A.
7. In the event of any conflict or ambiguity between this Amendment and the Agreement,
the Parties agree that this Amendment shall control. The Agreement, as amended herein by this
Amendment, incorporates and includes all prior negotiations, correspondence, conversations,
agreements, and understandings applicable to the matters contained herein, and the Parties
agree that there are no commitments, agreements, or understandings concerning the subject
matter hereof that are not contained in the Agreement as amended in this
Amendment. Accordingly, the Parties agree that no deviation from the terms hereof shall be
predicated upon any prior representations or agreements, whether oral or written.
8. Vendor acknowledges that through the date this Amendment is executed by Vendor,
Vendor has no claims or disputes against City with respect to any of the matters covered by the
Agreement.
9. The following new sections are added to the Agreement as follows:
22. Public Entity Crime Act. Vendor represents that it is familiar with the requirements
and prohibitions under the Public Entity Crime Act, Section 287.133, Florida Statutes, and
represents that its entry into this Agreement will not violate that Act. Vendor further
represents that there has been no determination that it committed a "public entity crime"
as defined by Section 287.133, Florida Statutes, and that it has not been formally charged
with committing an act defined as a "public entity crime" regardless of the amount of
money involved or whether Vendor has been placed on the convicted vendor list.
23. Entities of Foreign Concern. The provisions of this section apply only if Vendor or any
subcontractor will have access to an individual's personal identifying information under
this Agreement. Vendor represents and certifies: (i) Vendor is not owned by the
government of a foreign country of concern; (ii) the government of a foreign country of
concern does not have a controlling interest in Vendor; and (iii) Vendor is not organized
under the laws of and does not have its principal place of business in, a foreign country
of concern. On or before the effective date of this Amendment, Vendor and any
subcontractor that will have access to personal identifying information shall submit to
City executed affidavit(s) under penalty of perjury, in a form approved by City attesting
that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes.
Compliance with the requirements of this section is required for payment on a proper
invoice. Terms used in this section that are not otherwise defined in this Agreement shall
have the meanings ascribed to such terms in Section 287.138, Florida Statutes.
24. Sovereign Immunity. Except to the extent sovereign immunity may be deemed waived
by entering into this Agreement, nothing herein is intended to serve as a waiver of
First Amendment to Contract No. RM22-007 Page 2 of 5
sovereign immunity by City, nor shall anything included herein be construed as consent
by City to be sued by third parties in any matter arising out of this Agreement.
25. Anti-Human Trafficking. On or before the Effective Date of this Amendment, Vendor
shall provide City with an affidavit attesting that the Vendor does not use coercion for
labor or services, in accordance with Section 787.06(13), Florida Statutes.
10. The effective date of this Amendment shall retroactively be July 5, 2024, regardless of the
later date of complete execution by the Parties.
11. This Amendment may be executed in multiple originals, and may be executed in
counterparts, whether signed physically or electronically, each of which shall be deemed to be
an original, but all of which, taken together, shall constitute one and the same agreement.
(The remainder of this page is blank.)
First Amendment to Contract No. RM22-007 Page 3 of 5
CITY
CITY OF BOYNTON BEACH
By
y rga, Mayor
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CITY ATTORNEY'S • ICE $I 1 • '
Approved as to form and legality %`..����FL0'=
By: A.w/?a J. 6
VENDOR
ORIrA RAI nice I I
By
Authorized Signer
Earnest Bentley, President, Risk Solutions
Print Name and Title
29 day of July , 2024
SRW
7.8.24
First Amendment to Contract No. RM22-007 Page 4 of 5
EXHIBIT A
ORDER FORM
First Amendment to Contract No. RM22-007 Page 5 of 5
R I G A M I RISK CONFIDENTIAL
ORIGAMI
ORDER FORM #20240705
CONTACT INFORMATION
Client: City of Boynton Beach Bill To Contact: Morgan Chaloupka
Address: 100 East Boynton Beach Blvd. Bill To Email: ChaloupkaM@bbfl.us
Boynton Beach,Florida 33435
Primary Contact: Morgan Chaloupka Is purchase order(PO)required? ❑
Primary Contact Email: ChaloupkaM@bbfl.us Upon entering into this Order Form,please send any Pos,
vendor registration links or tax exemption certificates to
finance@origamirisk.com
SUBSCRIPTION DETAILS
Subscription Term: 36 Months
Effective Date: 2024-07-05
RECURRING SUBSCRIPTIONS—LICENSES
Subscription Quantity/Functionality Purchased
RMIS Functionality Selected
Full User(s) 2 User(s)
Certificate of Insurance Tracking 5000 Insureds
Enterprise-Wide Record Entry Up to 1000 records added per year
IT System Admins only 1 Special License(s)*
OCR Scanning License Selected
Annual Total: $53,690.00
RECURRING SUBSCRIPTIONS—HOSTING
Subscription Quantity/Functionality Purchased
Hosting,Network&Storage Up to 10000 Claim(s),Incident(s),Policie(s),and Other Record(s)
Additional Non-Searchable File Attachment Storage 100 Additional GBs of Non-Searchable File Attachment Storage
Free Non-Searchable File Attachment Storage Includes 100 GBs of Non-Searchable file storage
Annual Total:$15,340.00
RECURRING SUBSCRIPTIONS—DATA PROCESSING
Subscription Quantity/Functionality Purchased
Claim Only Feed Daily Feed From Tristar
Claim Only Feed Weekly Feed From Commercial Risk Mgt
Annual Total:$18,880.00
RECURRING SUBSCRIPTIONS—Client Support
Subscription Quantity/Functionality Purchased
Client Support Tier Selected Client Support tier includes support resourcing based on
up to 2 hours of Client Support services per month beginning on
the Effective Date.
Annual Total:$7,500.00
j
` ORIGAMI RiSK CONFIDENTIAL
Total Annual Fees: $95,410.00
BILLING DETAILS AND ADDITIONAL TERMS
This Order Form is effective as of the Effective Date(as identified above) for the purchase of the subscription services
listed above from Origami Risk LLC("Origami").This Order Form is subject to all the terms and conditions of the
underlying agreement between Client and Origami(the"Agreement"). To the extent the Agreement does not
contemplate order forms,this Order Form will be deemed a Statement of Work for purposes of the Agreement. This
Order Form will be deemed a part of the Agreement. Origami and Client agree that the term of the Agreement shall be
extended through the duration of the term of this Order Form.
Fees for the first year of recurring subscription fees and all one-time fees under this Order Form will be invoiced and
due upon execution of this Order Form. Fees for ongoing contract years are due annually upfront on each anniversary
date thereafter.All fees are subject to applicable sales tax,which will appear separately on each invoice.All travel costs
and expenses will be pre-approved by Client in writing and billed to Client as incurred.
Service descriptions and service-specific terms and conditions are set forth at origamirisk.com/servicedescriptions,
which are hereby incorporated by reference in the form available at such link as of the Effective Date.Additional
professional services may be set forth in other Statements of Work as agreed between the parties.
IT System Admins only-are for usage by Client's Information Technology(IT)department to support
the system User from a System Administrator standpoint.
TERMINATION FOR CONVENIENCE
This Order Form may be terminated by Client,with or without cause, effective upon either the last day of Year 1 or the
last day of Year 2, by (1) providing written notice to Origami of such termination at least five days prior to such
termination date,and (2) paying to Origami 100%of already issued but unpaid invoices.
ORDER FORM APPROVAL
The undersigned agree to this Order Form.
ORIGAMI RISK LLC CITY OF BOYNTON BEACH
.41
By: `'' By: I�
Name: Earnest Bentley Name: r
(Print Name) (Pnnt Name)
NTO/V‘,�
Title: President, Risk Solutions Title: M cX' r 1 .•oFiPORAP;����t
7/29/2024 / SEAL
Date: Date: t/V/?OT/ c�
NCORp0RATED;
1920 ;
CITY ATTORNEY'S •, ICE
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Approv as to form a a 1'j�ty ��. FLORI�P_
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