R22-094 1 RESOLUTION NO. R22-094
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA,
4 APPROVING THE RANKING AS RECOMMENDED BY THE EVALUATION
5 COMMITTEE AND AUTHORIZING THE INTERIM CITY MANAGER TO
6 SIGN A PROFESSIONAL SERVICES AGREEMENT WITH ORIGAMI RISK
7 LLC, OF CHICAGO, IL AS RESULT OF RFP NO. RM22-007 IN THE
8 AMOUNT OF $195,495.00 FOR THE FIRST TWO (2) YEARS OF THE RISK
9 MANAGEMENT INFORMATION SYSTEM (RMIS); AND PROVIDING AN
10 EFFECTIVE DATE.
11
12 WHEREAS,on February 11,2022,the RFP for Risk Management Information System
13 (RMIS) was advertised to invite Proposers to provide pricing for risk management software
14 system to manage the City's insurance claims that meet the requirements of the City; and
15 WHEREAS, on March 14, 2022 - Procurement Services received and opened four (4)
16 proposals to the RFP, they were reviewed by Purchasing Services to ensure the proposals met
17 the RFP requirements; and
18 WHEREAS, the Committee's unanimous recommendation is to award the Agreement
19 to Origami Risk LLC, as the highest ranked qualified firm; and
20 WHEREAS, the City Commission of the City of Boynton Beach upon recommendation
21 of staff, deems it to be in the best interest of the citizens of the City of Boynton Beach to
22 approve the ranking as recommended by the Evaluation Committee and authorize the Interim
23 City Manager to sign a Professional Services Agreement with Origami Risk LLC, of Chicago, IL
24 as result of RFP No. RM22-007 in the amount of $195,495.00 for the first two (2) years of the
25 Risk Management Information System (RMIS).
26 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY
27 OF BOYNTON BEACH, FLORIDA, THAT:
28 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed
29 as being true and correct and are hereby made a specific part of this Resolution upon
30 adoption.
31 Section 2. The City Commission of the City of Boynton Beach, Florida, hereby
32 approves Approve the ranking as recommended by the Evaluation Committee and authorize
33 the Interim City Manager to sign a Professional Services Agreement with Origami Risk LLC, of
S:1CA\RESO\Agreements Approve ranking and Professional Services Agreement with Origami Risk LLC-Reso.docx
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34 Chicago, IL as result of RFP No. RM22-007 in the amount of $195,495.00 for the first two (2)
35 years of the Risk Management Information System (RMIS), a copy of the Professional Services
36 Agreement is attached hereto and incorporated herein as Exhibit "A".
37 Section 3. That this Resolution shall become effective immediately.
38 PASSED AND ADOPTED this) day of July, 2022.
39 CITY OF BOYNTON BEACH, FLORIDA
40 YES z- NO
41 Mayor—Ty Penserga
42 Vice Mayor—Angela Cruz
43 Commissioner—Woodrow L. Hay
44 Commissioner—Thomas Turkin
45 Commissioner—Aimee Kelley
46 VOTE S-0
47 A ST:
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PROFESSIONAL SERVICES AGREEMENT
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND ORIGAMI RISK LLC
THIS AGREEMENT ("Agreement"), is entered into between the City of Boynton Beach, a municipal
corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean
Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and Origami Risk LLC a Foreign
Limited Liability Company authorized to do business in the State of Florida, with a business
address of 222 North LaSalle Street, Suite 2100, Chicago IL 60601, hereinafter referred to as
"VENDOR". In consideration of the mutual benefits, terms, and conditions hereinafter specified the
Parties agree as set forth below.
1. PROJECT DESIGNATION.The VENDOR is retained by the City to provide labor, parts,and materials
related to the Risk Management Information System (RMIS) project.
2. SCOPE OF SERVICES. VENDOR agrees to perform the services required for the Risk Management
Information System (RMIS) project as more fully set forth in the Software Subscription Agreement(the
"Software Subscription Agreement") attached hereto as Attachment A and its related exhibits.
3. TIME FOR PERFORMANCE. Work under this Agreement shall commence upon the giving of written
notice by the CITY to the VENDOR to proceed which will be deemed given upon execution of this
Agreement or purchase order which shall not be unreasonably withheld, conditioned, or delayed.
VENDOR shall perform all services and provide all work product required pursuant to this Agreement
and all attachments hereto.
4. 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 three (3) one-year renewals subject to vendor acceptance and determination by the
CITY that renewal will be in the best interest of the CITY.
5. PAYMENT. The VENDOR shall be paid by the CITY as follows:
A. Payment for the work provided by VENDOR shall be made promptly on all invoices submitted to
the CITY, provided that the total amount of payment to VENDOR shall not exceed the total contract
price without express written modification of the Agreement signed by the CITY Manager or
designee. Invoices will be submitted to the CITY as set forth in the applicable Statement of Work.
B. The VENDOR's financials records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the CITY and State for a period of three (3) years
after the termination of the Agreement. Copies shall be made available upon request.
C. All payments shall be governed by the Local Government Prompt Payment Act,as set forth in Part
VII, Chapter 218, Florida Statutes.
D. Payments not made in accordance with the Local Government Prompt Payment Act, Section 218.
70, et.seq, Florida Statutes shall bear interest as provided therein. Except as provided in Sections
7(b)and 9(a)of the Software Subscription Agreement,all fees paid hereunder are non-refundable.
Without limiting VENDOR's other rights and remedies, if CITY does not pay a correct overdue
100517399.2 306-9001821}
1
invoice within 15 days after receiving notice from VENDOR of nonpayment unless CITY has
notified VENDOR of a good faith dispute prior to such time, then VENDOR may suspend CITY's
access to the Service and the Professional Services until VENDOR receives such payment, and
Fees shall continue to accrue during any such period; provided that this shall not be deemed to
limit CITY's right to the return of its Client Data pursuant to Section 3(b) of the Software
Subscription Agreement.
6. [RESERVED]
7. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this
Agreement,faithfully observe and comply with all federal,state of Florida and CITY of Boynton Beach,
ordinances and regulations that are applicable to the services to be rendered under this agreement.
8. INDEMNIFICATION.
A. [Reserved]
B. The parties understand and agree that the covenants and representations relating to this
indemnification provision shall survive the term of this Agreement and continue in full force and
effect as to the party's responsibility to indemnify.
C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities
under the common law or§768.28, Fla. Stat., as may be amended from time to time.
9. INSURANCE
A. During the performance of the services under this Agreement, VENDOR shall maintain the
following insurance policies. All polices shall be written by an insurance company authorized to
do business in Florida.VENDOR shall be required to obtain all applicable insurance coverage, as
indicated below:
Worker's Compensation Insurance: The VENDOR shall procure and maintain for the
life of this Agreement, Worker's Compensation Insurance covering all employees with
limits meeting all applicable state and federal laws. This coverage shall include
Employer's Liability with limits meeting all applicable state and federal laws. This
coverage must extend to any subcontractor that does not have their own Worker's
Compensation and Employer's Liability Insurance.
ii. Comprehensive General Liability: The VENDOR shall procure and maintain for the life
of this Agreement, Comprehensive General Liability Insurance. This coverage shall be
on an"Occurrence"basis. Coverage shall include Premises and Operations; Independent
consultants, Products-Completed Operations and Contractual Liability. This policy shall
provide coverage for death, personal injury, or property damage that could arise directly
or indirectly from the performance of this Agreement.VENDOR shall maintain a minimum
coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/
and $1,000.000 per occurrence/aggregate for property damage. The general liability
insurance shall include the CITY as an additional insured.
iii. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of
this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a
minimum amount of $1,000,000 combined single limit for bodily injury and property
damage liability to protect the VENDOR from claims for damage for bodily and personal
injury, including death, as well as from claims for property damage, which may arise from
the use of maintenance of non-owned automobile and rented automobiles, whether such
{00517399.2 306-90018211
2
operations be by the VENDOR or by anyone directly or indirectly employed by the
VENDOR.
iv. Professional Liability(Errors and Omissions) Insurance: The VENDOR shall procure
and maintain for the life of this Agreement in the minimum amount of $1,000,000 per
occurrence.
v. Umbrella/Excess Liability Insurance: in the amount of$1,000,000.00. Coverage must
be follow form of the General Liability. This coverage shall be maintained for a period of
no less than the later of one (1)year after the delivery of goods/services or final payment
pursuant to the Agreement.
B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior
to beginning performance under this Agreement and upon CITY's request no more than once in
any twelve-month period. Failure to maintain the required insurance will be considered a default
of the Agreement.
C. The CITY shall be named as an additional insured on the commercial general liability policy. A
current valid insurance policy meeting the requirements herein identified shall be maintained
during the duration of this Agreement. VENDOR agrees to provide the CITY within 30 days in the
event that insurance coverages as required under this Agreement would be suspended, voided,
cancelled, or reduced in coverage, in each case such that VENDOR would be in breach of the
requirements of this section
10. INDEPENDENT CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an
independent contractor with respect to the services provided pursuant to this Agreement. Nothing in
this Agreement shall be considered to create the relationship of employer and employee between the
parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits
accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall
not be responsible for withholding or otherwise deducting federal income tax or Social Security or for
contributing to the state industrial insurance program, otherwise assuming the duties of an employer
with respect to VENDOR, or any employee of VENDOR.
11. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or
retained any company or person, other than a bona fide employee working solely for the VENDOR,to
solicit or secure this contract,and that he has not paid or agreed to pay any company or person, other
than a bona fide employee working solely for the VENDOR any fee, commission, percentage,
brokerage fee,gifts, or any other consideration contingent upon or resulting from the award or making
of this contract. For breach or violation of this warranty, the CITY shall have the right to annul this
contract without liability or, in its discretion to deduct from the contract price or consideration, or
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or
contingent fee.
12. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this
agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex
or the presence of any physical or sensory handicap in the selection and retention of employees or
procurement of materials or supplies.
13. [RESERVED]
14. NON-WAIVER. Waiver by the CITY of any provision of this Agreement or any time limitation provided
for in this Agreement shall not constitute a waiver of any other provision.
15. [RESERVED]
{00517399.2 306-9001,21:
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16. DISPUTES. Any disputes that arise between the parties with respect to the performance of this
Agreement,which cannot be resolved through negotiations,shall be submitted to a court of competent
jurisdiction in Palm Beach County, Florida. This Agreement shall be construed under Florida Law.
17. NOTICES. Notices to the CITY shall be sent to the following address:
James Stables, Interim City Manager
City of Boynton Beach
100 East Ocean Avenue
Boynton Beach, FL 33435
Notices to VENDOR shall be sent to the following address:
Origami Risk LLC
Attn: Legal Department
222 North LaSalle Street
Suite 2100
Chicago, IL 60601
legal@origamirisk.com
18. INTEGRATED AGREEMENT. This agreement, together with attachments or addenda, represents
the entire and integrated agreement between the CITY and the VENDOR and supersedes all prior
negotiations, representations, or agreements written or oral. This agreement may be amended only
by written instrument signed by both CITY and VENDOR.
19. PUBLIC RECORDS. Sealed documents received by the CITY in response to an invitation are exempt
from public records disclosure until thirty (30) days after the opening of the Bid unless the CITY
announces intent to award sooner, in accordance with Florida Statutes 119.07. The CITY is public
agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public
Records Law. Specifically, the VENDOR shall:
A. Keep and maintain public records required by the CITY to perform the service;
B. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by
law;
C. Ensure that public records that are exempt or that are confidential and exempt from public record
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and, following completion of the contract, VENDOR shall destroy all copies of such
confidential and exempt records remaining in its possession once the VENDOR transfers the
records in its possession to the CITY; and
D. Upon completion of the contract, VENDOR shall transfer to the CITY, at no cost to the CITY, all
public records in VENDOR's possession. All records stored electronically by VENDOR must be
provided to the CITY, upon request from the CITY's custodian of public records, in a format that
is compatible with the information technology systems of the CITY.
IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUES, TO THE VENDOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS:
{00517399.2306-9001821y
4
CITY CLERK'S OFFICE
100 E. OCEAN AVE.
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CITYCLERK@BBFL.US
20.SCRUTINIZED COMPANIES. By execution of this Agreement,VENDOR certifies that VENDOR is not
participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized
Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and
not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has
VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in
state law,the CITY will not contract for the provision of goods or services with any scrutinized company
referred to above. Submitting a false certification shall be deemed a material breach of contract. The
CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false
certification. VENDOR shall have five (5) days from receipt of notice to refute the false certification
allegation. If such false certification is discovered during the active contract term,VENDOR shall have
ninety (90) days following receipt of the notice to respond in writing and demonstrate that the
determination of false certification was made in error. If VENDOR does not demonstrate that the
CITY's determination of false certification was made in error then the CITY shall have the right to
terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as
amended from time to time.
21. E-VERIFY. VENDOR certifies that it is aware of and complies with the requirements of Section
448.095, Florida Statues, as may be amended from time to time and briefly described herein below.
A. Definitions for this Section:
i. "Contractor" means a person or entity that has entered or is attempting to enter into a contract
with a public employer to provide labor, supplies, or services to such employer in exchange
for salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor
or consultant.
ii. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a
contractor or another subcontractor in exchange for salary, wages, or other remuneration.
iii. "E-Verify system"means an Internet-based system operated by the United States Department
of Homeland Security that allows participating employers to electronically verify the
employment eligibility of newly hired employees.
B. Registration Requirement; Termination. Pursuant to Section 448.095, Florida Statutes, effective
January 1, 2021, Contractors, shall register with and use the E-verify system in order to verify the
work authorization status of all newly hired employees. Contractor shall register for and utilize the
U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of:
i. All persons employed by a Contractor to perform employment duties within Florida during the
term of the contract;
ii. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor
to perform work pursuant to the contract with the CITY of Boynton Beach. The Contractor
acknowledges and agrees that registration and use of the U.S. Department of Homeland
Security's E-Verify System during the term of the contract is a condition of the contract with
the CITY of Boynton Beach; and
(00517399.2306-9001821)
5
iii. The Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment
Eligibility," as amended from time to time. This includes, but is not limited to registration and
utilization of the E-Verify System to verify the work authorization status of all newly hired
employees. Contractor shall also require all subcontractors to provide an affidavit attesting
that the subcontractor does not employ, contract with, or subcontract with, an unauthorized
alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract.
Failure to comply will lead to termination of this Contract, or if a subcontractor knowingly
violates the statute, the subcontract must be terminated immediately. Any challenge to
termination under this provision must be filed in the Circuit Court no later than twenty (20)
calendar days after the date of termination. Termination of this Contract under this Section is
not a breach of contract and may not be considered as such. If this contract is terminated for
a violation of the statute by the Contractor, the Contractor may not be awarded a public
contract for a period of one (1) year after the date of termination.
{00517399.2 306-9001821)
6
IN WITNESS OF THE FOREGOING,the Parties have set their hands and seals the day and year written
below.
£- 4 ) 2022.
DATED this ) day of j(1
CITY OF BOYNTON BEACH ORIGAMI RISK LLC
,;"-
jafnes Stables, Interim City Manager (Signature),Authorized Official
Earnest Bentley
Printed Name of Authorized Official
Attest/Authenticated:
President, Risk Solutions
Title
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Approved (pm: AttesUAuthenticated:
Michael D. Cirullo,Jr.,City Attorney Witness
100517399.2 306-9001[1211
7
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ORIGAMI RISK
CONFIDENTIAL
Attachment A
SOFTWARE SUBSCRIPTION AGREEMENT
This SOFTWARE SUBSCRIPTION AGREEMENT(this "Agreement") is entered into as of j J ,
2022 (the "Effective Date") by and between ORIGAMI RISK LLC, a Delaware limited liability company (" rigami"),
and City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida ("Client"). Origami
and Client hereby agree as follows:
DEFINITIONS. site or IP address or mobile application, rendered to Client
"Affiliate"means,with respect to a party,its parent by Origami.
company and subsidiaries and/or controlled corporations or "Statement of Work" means any statement of
entities which are directly or indirectly controlled by, or work entered into and mutually approved in writing by the
under common control with,such party. parties pursuant to this Agreement from time to time. The
initial Statement of Work is attached hereto as Exhibit A,
"Client Data"means the data provided or inputted and the pricing detail with respect to such Statement of
by or on behalf of Client or any User or Affiliate of Client Work is attached hereto as Exhibit B.
for use with the Service.
"Client Party" means Client and each of its "User" means any employee, contractor, agent,
Affiliates and Users. customer,investor,consultant or service provider of Client
or any of Client's Affiliates who uses or accesses the
"Confidential Information" means all Service or any other person or entity that is provided user
confidential and proprietary information of a party, credentials to the Service by or on behalf of Client or any of
including, without limitation, business plans, strategies, Client's Affiliates.
products, software, source code, object code, clients, data
"Work Product" means Customizations and any
models, discoveries, inventions, developments,know-how, software, programming, tools, documentation, and
improvements, works of authorship, concepts, or materials that are used, created, developed, or delivered by
expressions thereof, whether or not subject to patents, Origami to Client in connection with Customizations, and
copyright, trademark, trade secret protection or other
intellectual property right protection. all Intellectual Property Rights subsumed therein.
"Customizations" means specifically modified SERVICE.
reports,dashboard panels, or other configurations, features Service. Subject to the terms and conditions of this
or modules of the Service customized for Client. Agreement, during the term of this Agreement, Origami
"Documentation" means all user guides, videos, hereby grants Client a non-exclusive right to permit its
embedded help text,and other reference materials generally Users to access the Service via the Internet. Client, its
furnished with respect to the Service, whether in printed or Affiliates and Users may use the Service solely for internal
electronic format. business of Client, its Affiliates and Users. Users shall use
the Service in accordance with this Agreement and the
"Fees" means the fees payable pursuant to this applicable Statement of Work and Documentation.
Agreement as set forth in any Statement of Work. Storage. Client may store Client Data through the
"Intellectual Property Rights" means worldwide Service up to the amount set forth in the applicable
intellectual and proprietary property owned or properly Statement of Work. If the amount of storage used exceeds
licensed by a party and all intellectual or proprietary this limit, Client will be charged, on a monthly basis, the
property rights subsumed therein, including copyright, excess storage fees pursuant to the Statement of Work.
patent, trademark (including goodwill), trade dress, trade Service Level Agreement. Origami's Service
secret and know-how rights. Level Agreement with respect to the Service is set forth as
"Professional Services" means professional Exhibit C (the "Service Level Agreement"). Any
services provided by Origami to Client as set forth in any Excluded Event (as defined in such Service Level
Statement of Work. Agreement) and any unavailability of the Service that does
"Service" means Origami's software-as-a-service not constitute a failure of the Availability Requirement set
identified in the Statement of Work and accessible by Client forth in such Service Level Agreement shall not constitute
via https://live.OrigamiRisk.com or another designated web a breach of this Agreement.
8
ORIGAMI RISK
CONFIDENTIAL
Restrictions. Nothing in this Agreement shall be of Client hereunder, to the extent applicable to Users.
construed as a grant to Client of any right to,and Client shall Except for Client's and its Affiliates' system administrators
not, and shall not permit any User or any other third party where reasonably necessary for administrative or security
to: (i) reproduce, license, sublicense, sell, resell, transfer, purposes,no User may use the username/user identification
assign, distribute or otherwise commercially exploit or or password of any other User. Client's failure to cause a
make available to any third party the Service or any portion User to comply with the terms of this Agreement or any
thereof; (ii) distribute, disclose or allow use of any of the uncured User noncompliance shall constitute a material
Service, or any portion thereof, in any format, through any breach of this Agreement by Client.
timesharing service,service bureau,network or by any other Third Party Access.Client shall also have the right
means, to or by any third party; (iii) decompile, for Client and its Affiliates to permit third party Users to
disassemble, or otherwise reverse engineer or attempt to access or use the Service in accordance with the terms and
reconstruct or discover any source code or underlying ideas conditions of this Agreement and the applicable Statement
or algorithms of the Service in any manner; (iv) create of Work, provided that each such third party User has
derivative works from,modify or alter any of the Service in agreed in writing to Origami's Third Party User Agreement
any manner whatsoever; (v) use or access the Service in a ("Third Party Terms")prior to or upon such User's initial
manner that would reasonably be expected to damage, login to the Service. Such Third Party Terms are available
disable, overburden, or impair any Origami servers or the from Origami upon request. Client may meet this
networks connected to any Origami server (and if any requirement with respect to any third party User by
access or use of the Service does damage, disable, requiring such third party User to accept the Third Party
overburden, or impair any Origami servers or the networks Terms as part of a click-through that can be enabled to
connected to any Origami server,then Client shall promptly appear upon such third party User's initial login to the
discontinue such access or use upon written notice of such Service. Any rights granted hereunder or under the Third
by Origami); (vi)take any action that would reasonably be Party Terms with respect to the Service to third party Users
expected to interfere with any third party's use and shall expire or terminate immediately upon the termination
enjoyment of the Service (and if any Client action does of this Agreement in accordance with its terms. Client shall
interfere with any third party's use and enjoyment of the be fully responsible for(i)ensuring the compliance of each
Service,then Client shall promptly discontinue such action Client Party with the terms and conditions of this
upon written notice of such by Origami); (vii) attempt to Agreement, the applicable Statement of Work and
gain unauthorized access to the Service,accounts,computer Documentation, and the applicable Third Party User
systems, or networks connected to any Origami server; Agreement,and(ii)all violations of the terms or conditions
(viii) use any robot, spider or other automatic device or of this Agreement, the applicable Statement of Work and
manual process to monitor or copy portions of the Service; Documentation, and the applicable Third Party Terms by
(ix)use the Service in a manner intended to abuse or violate each Client Party.
the privacy or property rights of others; (x) perform any
vulnerability scanning or penetration testing on the Service Professional Services. During the term of this
or Origami's systems or networks without Origami's Agreement, Origami will make available to Client certain
explicit prior written consent for each such scan or test; or Professional Services to the extent set forth in the Statement
(xi) access the Service in order to (A) build a competitive of Work.Client may also contract for expanded services for
product or service, or (B) build a product using similar additional days and hours in accordance with the rates set
unique and confidential ideas, features, functions or forth in the Statement of Work, or if no such rates are
graphics of the Service. specified, Origami's then-current policies and prices.
Users.Client may permit the number of authorized Notwithstanding the foregoing, Origami will not be
obligated to provide any support required as a result of, or
Users as set forth in the Statement of Work to use the with respect to, (i) Client's operating systems, networks,
Service. Each authorized User shall access and use the hardware, or other related equipment of Client, or (ii)
Service (i) in accordance with the terms of this Agreement Client's or any of its Users' use of the Service other than in
and the applicable Statement of Work and Documentation, accordance with the applicable Statement of Work and
and, (ii)when applicable,through a unique and reasonably Documentation and as permitted under this Agreement.
secure username and password as further described in the
applicable Statement of Work or Documentation. The Client Obligations. Client shall: (i) provide
Service allows Client to grant different levels of access to Origami with reasonable access to Client's premises to the
Client Data, to different Users, as described in more detail extent necessary to enable Origami to perform its
in the Statement of Work. It is Client's responsibility to obligations hereunder; (ii) provide adequate resources to
designate the applicable access to be granted to each User. participate in or facilitate the performance of the Service;
Client shall cause all Users to comply with all obligations (iii) timely participate in meetings relating to the Service;
{00517399.2306-9001821) 9
'4 ' ORIGAMI RISK
CONFIDENTIAL
(iv) assign personnel with relevant training and experience failure of any Client Party's equipment or software (other
to work in consultation with Origami; (v) meet the than the Service);or(3)Force Majeure Event.
requirements to use the Service as set forth at Mobile Service. The Service may include certain
http://www.origamirisk.com/product-requirements; (vi) services that are available via an application downloaded
safeguard the usernames,passwords and other security data, and installed on a mobile device. To the extent Client
methods and devices furnished to Client in connection with chooses to use such application, Client acknowledges and
the Service and prevent unauthorized access to or use of the agrees that Client Data may be stored locally on a mobile
Service and promptly notify Origami if it becomes aware of device as part of such service and that the physical security
any such unauthorized access or that the security of its of any mobile device used to access such services is Client's
usernames or passwords has been compromised; (vii) be responsibility. If Client or any User elects to store data on a
responsible for Client networks, equipment and system mobile device,Origami shall not be responsible for any loss
security required or appropriate in connection with the of Client Data or any other data on such device.
Service; (viii) have sole responsibility for the accuracy,
quality,legality,reliability and appropriateness of all Client INTELLECTUAL PROPERTY RIGHTS.
Data; (ix)transmit Client Data only in an encrypted format
as set forth in the Service Level Agreement or as otherwise Origami Intellectual Property Rights. As
mutually agreed by the parties; (x) obtain all consents and between Origami and Client, Origami owns all right, title
authorizations from any third parties that Client requires in and interest, including all related Intellectual Property
order for Origami to provide the Service and perform the Rights in and to,or related to the Service and Work Product,
Professional Services(and Origami shall not be required to including all software programs contained therein. To the
enter into agreements with any such third parties), and(xi) extent that any such Intellectual Property Rights do not
take such other actions as are required of Client pursuant to otherwise vest in Origami or its licensors, Client hereby
this Agreement,including any Statement of Work. agrees to promptly assign such Intellectual Property Rights
Client Warranty. The parties acknowledge and to Origami or its licensors, and to do all other acts
agree that during the term of this Agreement a Client Party reasonably necessary to perfect Origami's or its licensors'
ownership thereof,without additional consideration of any
or other third parties may disclose certain Client Data,
including personally identifiable data regarding employees kind.The Origami name,the Origami logos,and the product
names associated with the Service are trademarks of
or other individuals, to Origami for the benefit of a Client
Party. With respect to any Client Data so disclosed by, or Origami or third parties, and no right or license is granted
on behalf of, a Client Party to Origami, Client represents with respect to their use. The Service may contain
and warrants to Origami that:(i)each such Client Party,and intellectual property belonging to third parties. All such
intellectual property is and shall remain the property of its
such other third parties operating on Client's behalf are respective owners. Except for the limited rights expressly
authorized to collect, use and disclose the Client Data to granted herein, all right, title and interest in and to the
Origami for use and storage pursuant to this Agreement;(ii) Service and Work Product are reserved by Origami, and,
such disclosure,use or storage does not and shall not violate except as expressly granted herein,nothing contained in this
applicable law or, if applicable, such Client Party's Agreement shall be construed as conferring any right,title,
agreements with or privacy notices to individuals with interest or license with respect to the Service or Work
respect to whom the Client Data relates;and(iii)Client shall Product upon Client,by implication,estoppel or otherwise.
not request Origami to use, store, disclose or otherwise In addition, Client agrees and acknowledges that Origami
process Client Data in any manner that would not be shall have an unlimited right to incorporate into any
permissible under applicable law or, if applicable, such updates, upgrades, or modifications to the Service all
Client Party's agreements with or privacy notices to suggestions, ideas, enhancement requests, feedback,
individuals with respect to whom the Client Data relates, if recommendations or other information provided by Client
done by Client. or any User relating to the Service. Such Service, as
Non-Origami Events. Client acknowledges and updated,upgraded,or modified,shall be owned by Origami
agrees that Origami shall not be responsible or liable for any as provided in this Section. Client expressly acknowledges
delay or failure in its performance of any duties or and agrees that the Work Product shall not constitute work
obligations pursuant to this Agreement, including any made-for-hire under the United States Copyright Act, and
Statement of Work, to the extent such delays or failures that Origami shall have the exclusive right to protect the
result or arise from any (1) act or omission of any Client Work Product by patent, copyright, or any other means.
Party, including any delays in their performance or Work Product shall be made available to Client as part of
cooperation with respect to the obligations or warranties set the Service to the extent set forth in the Statement of Work,
forth in this Agreement or any Statement of Work; (2)
(00517399.2 306-9001821) 10
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and Client shall have no other right to use any Work from this Agreement.As at the execution of this Agreement,
Product. Client is tax exempt.
Client Data. Client Data shall be Confidential RESERVED.
Information of Client under this Agreement. As between
Origami and Client, Client shall own all right, title and CONFIDENTIALITY.
interest in and to the Client Data, which shall never be Confidential Information. Each party
deemed to be the Service or Work Product,even if delivered acknowledges and agrees that during the term of this
or incorporated therewith. Origami shall have no Agreement it may be furnished with or otherwise have
responsibility, whatsoever, for the accuracy, quality, access to Confidential Information of the other party. The
legality, reliability, appropriateness, and intellectual party that has received Confidential Information (the
property ownership of Client Data, and Origami shall not "Receiving Party"), in fulfilling its obligations under this
review, monitor or check the Client Data except as Section, shall exercise the same degree of care and
necessary to provide the Service to Client.Origami shall not protection with respect to the Confidential Information of
be responsible or liable for the deletion,destruction,damage the party that has disclosed Confidential Information to the
or loss of any Client Data through no fault of Origami or its Receiving Party (the "Disclosing Party") that it exercises
providers without limiting Origami's liability to maintain with respect to its own Confidential Information,but in no
backup data as set forth in the Service Level Agreement. event shall the Receiving Party exercise less than a
Upon Client's written request within 30 days following the reasonable standard of care.The Receiving Party shall only
termination of this Agreement, Origami will at its expense use, access and disclose Confidential Information as
provide electronic files to Client in delimited text format required by law or as necessary to fulfill its obligations
containing Client's Client Data. Subject to Origami's under this Agreement,including any Statement of Work,or
confidentiality obligations set forth in this Agreement, in exercise of its rights expressly granted hereunder.
Client agrees that Origami shall have the right to collect and Receiving Party shall not directly or indirectly disclose,sell,
use data or information resulting from a Client Party's use copy, distribute, republish, create derivative works from,
of the Service so long as such data and information is de- demonstrate or allow any third party to have access to any
identified and aggregated so that it cannot identify,be traced of Disclosing Party's Confidential Information; provided
back to or otherwise be associated in any manner with that the Receiving Party may disclose the Disclosing Party's
Client or any particular individual. Confidential Information to its directors, officers,
Notices of Infringement. In the event Client employees, subcontractors, agents, Affiliates or other
discovers or is notified of an actual or suspected representatives (collectively, the "Representatives") who
infringement of the rights of Origami or its licensors in or have a need to know and who are bound by confidentiality
to the Service or any unauthorized access to or use of the obligations with respect to such Confidential Information
Service (each, an "Infringement"), Client shall promptly that are substantially similar to those set forth in this Section
notify Origami of such known or suspected Infringement and as required by law. The Receiving Party shall be
and terminate such Infringement to the extent within responsible and liable for any breach of this Section by any
Client's control. Client agrees to reasonably cooperate with of its Representatives. This Agreement (including all
and assist Origami (at Origami's sole expense) in Statements of Work and pricing thereunder) and all
protecting,enforcing and defending Origami's rights in and Intellectual Property Rights with respect to the Service and
Work Product shall be deemed to be Confidential
to the Service. Information of Origami under this Agreement.
FINANCIAL TERMS. Exclusions.The following information shall not be
Fees. Client shall pay to Origami the Fees set forth considered Confidential Information subject to this Section:
in any Statement of Work or as otherwise agreed in writing (i) information that is publicly available or later becomes
by the parties. available other than through a breach of this Agreement;(ii)
Expenses. Client shall reimburse Origami for all information that is known to the Receiving Party or its
pre-authorized in writing, reasonable, documented out of Representatives prior to such disclosure or is independently
pocket travel, lodging,meal and other expenses reasonably developed by the Receiving Party or its Representatives
incurred by Origami in the course of performing the subsequent to such disclosure; or (iii) information that is
Service. subsequently lawfully obtained by the Receiving Party or
its Representatives from a third party without obligations of
Taxes. For so long as Client is tax exempt, Client confidentiality. If the Receiving Party is required by law to
shall not be responsible for any taxes under this or resulting disclose any portion of the Disclosing Party's Confidential
Information, Receiving Party shall give prior timely notice
(00517399.2 306-9001821} 11
9
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of such disclosure to Disclosing Party to permit Disclosing TERM AND TERMINATION.
Party to seek a protective or similar order, and, absent the Term. This Agreement shall commence on the
entry of such an order, Receiving Party shall disclose only Effective Date and remain in effect for two years with three,
such Confidential Information as is necessary be disclosed one year optional renewal periods,unless terminated sooner
in response to such subpoena, court order or other similar in accordance with this Section.
document.
Return of Confidential Information. Upon Termination for Breach. This Agreement may be
termination or expiration of this Agreement,the Receiving terminated by either party upon written notice to the other
Party will promptly return or destroy any Confidential party if the other party breaches any material term and fails
Information in the possession or control of the Receiving to cure such breach within 30 days after receipt of written
Party. Origami's obligation to return and destroy Client notice of such breach. If Client terminates the Agreement
Data is set forth in Section 3(b). for Origami's breach in accordance with this paragraph,
Origami shall refund to Client, within 45 days of the
DATA SECURITY. effective date of such termination,any prepaid but unearned
Fees paid to Origami in advance by Client. If Origami
Audit Report. Upon Client's written request to terminates the Agreement for Client's breach in accordance
Origami during the term of this Agreement (no more than with this paragraph,all remaining unpaid Fees shall become
once in any 12-month period),Origami shall provide a copy due and payable.
of its Service Organization Control(SOC)2 audit report(or
an equivalent audit report or pursuant to a successor Termination for Insolvency. Either party may
standard)("SOC 2 Report")to Client,and such report shall terminate this Agreement immediately upon notice to the
contain an unqualified opinion. Such audit report shall be other party if the other party(i)becomes insolvent or admits
deemed Confidential Information under the terms of this its inability to pay its debts generally as they become due,
Agreement. (ii) becomes subject, voluntarily or involuntarily, to any
proceeding under any bankruptcy or insolvency law,which
Safeguards. Origami shall maintain commercially is not fully stayed within seven business days or is not
reasonable administrative, technical and physical dismissed or vacated within 45 days after filing, (iii) is
safeguards designed to protect the security and privacy of dissolved or liquidated or takes any company action for
Client Data. Such safeguards are described in Origami's such purpose or ceases to exist as a going concern, (iv)
most recently completed SOC 2 Report. In no event during makes a general assignment for the benefit of creditors, or
the term of this Agreement will Origami materially diminish (v) has a receiver, trustee, custodian, or similar agent
the protections provided by the controls set forth in such appointed by order of any court of competent jurisdiction to
SOC 2 Report. Such safeguards shall comply with data take charge of or sell all or substantially all of its property
privacy laws that are applicable to Origami in its or business.
performance of this Agreement, including, without
limitation, any applicable data privacy laws addressing Events Upon Termination. Upon the termination
personally identifiable information that may be contained in of this Agreement: (i) Origami shall cease providing the
the Client Data. Origami shall also maintain an internal Service to Client,and Client and its Users shall cease use of
information security management program that addresses the Service; and (ii) Origami shall invoice Client for all
data security and the security controls employed by Origami accrued Fees and all reimbursable expenses. Client shall
in compliance with this Agreement. Origami shall encrypt pay the invoiced amounts,including from previously issued
Client Data as set forth in the Service Level Agreement. invoices,within 30 days of the date of such invoice.
Notification. Origami shall inform Client Survival. Except as otherwise set forth herein, in
promptly and without undue delay in the event that it learns the event of termination of this Agreement for any reason,
of any breach of Origami's systems resulting in the provisions of Sections 2(i),2(j),3,5,7(d),7(e),8(c),and
unauthorized disclosure of, or access to, any Client Data. 9 through 13, as well as all payment obligations, shall
Any such notice will provide a description about the Client survive.
Data that was accessed to the extent available at the time of Termination Assistance Services. Upon written
the notice.Origami will provide regular updates to Client as request by Client at least 30 days prior to the termination of
additional details about the nature of the affected Client this Agreement (for any reason other than by Origami
Data become available. Origami agrees to mitigate, to the pursuant to Section 7(b)), and provided that no amounts
extent practicable, any harmful effects from such breach invoiced to Client are past due, the designated
that are or become known to Origami. representatives of each party will meet to begin to design
{00517399.2 306-9001821) 12
ORIGAMI RISK
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such transition services plan as soon as reasonably Client's client service hours,or,if client service hours have
practicable following the date of the Notice of Termination been exhausted,charged to Client at Origami's then current
and in any event at least 30 days prior to the effective date hourly rate for such services.
of the termination of this Agreement. The purpose of the
Professional Services Warranty. Origami
transition service plan will be to enable Client to transition, represents and warrants that the Professional Services shall
before or after the effective date of termination,the Services be performed in a professional and commercially
to other third party providers or resources. Origami and reasonable manner consistent with the standard of care
Client further agree that any such transition services plan exercised by Origami in performing similar services for
shall, at a minimum, provide terms to facilitate Origami's other clients. Client's sole remedy for breach of this
performance of its obligations in the provision of services warranty shall be re-performance of the nonconforming
under this Agreement. In furtherance of such transition Professional Services, provided that Origami must have
services plan, Origami shall cooperate with Client in received written notice of the nonconformity from Client no
transitioning performance of the services to Client or to any later than 30 days after the original performance of the
third party service provider designated by Client;provided, applicable Professional Services by Origami.
however,that Client shall pay Origami a reasonable agreed
upon amount for any work Origami needs to perform to Disclaimers.
segregate data, delete it and/or integrate such data with EXCEPT AS OTHERWISE EXPRESSLY
Client and/or its third party vendor,in conjunction with such STATED IN THIS AGREEMENT, ORIGAMI MAKES
transition upon the written request of Client. The term of NO WARRANTY OR REPRESENTATION
this Agreement shall not be deemed to have expired or WHATSOEVER, EITHER EXPRESS, IMPLIED OR
terminated until the termination assistance services are STATUTORY, WITH RESPECT TO THE SERVICE,
completed. The fees for any termination assistance services WORK PRODUCT, PROFESSIONAL SERVICES OR
shall be at Origami's rates as set forth in the applicable ANY OTHER SERVICES PROVIDED HEREUNDER OR
Statement of Work or, if not set forth in the applicable THE USE THEREOF BY CLIENT AND ITS USERS,
Statement of Work, at Origami sthen-prevailing rates. INCLUDING QUALITY, PERFORMANCE,
Origami shall not retain any copies of Client data,materials MERCHANTABILITY,FITNESS FOR A PARTICULAR
or information except as required by law.Client shall return PURPOSE OR NON-INFRINGEMENT, AND ORIGAMI
all copies of all Origami data,materials,and information in HEREBY DISCLAIMS THE SAME. EXCEPT AS
the possession or control of Client to Origami in such form OTHERWISE SET FORTH IN THIS AGREEMENT,
or format as reasonably requested by Origami. Client shall ORIGAMI AND ITS LICENSORS DO NOT
not retain any copies of such Origami data, materials, or REPRESENT OR WARRANT THAT: (a) THE USE OF
information except as required by law. Origami shall THE SERVICE WILL BE UNINTERRUPTED OR
provide such termination assistance services to Client for a ERROR-FREE; OR (b) THE SERVICE WILL MEET
period which shall not exceed six (6) months in total. This CLIENT'S REQUIREMENTS OR EXPECTATIONS; OR
provision shall survive termination of this Agreement. (c) ALL ERRORS OR DEFECTS IN THE SERVICE
LIMITED WARRANTY. WILL BE CORRECTED.
Service Warranty. Origami warrants that the CLIENT ACKNOWLEDGES AND
Service will perform in all material respects in accordance AGREES THAT THE SERVICE IS A TOOL TO BE
with the Documentation when used in accordance with the USED BY CLIENT IN THE COURSE OF EXERCISING
terms of this Agreement on the hardware and with the third- ITS PROFESSIONAL JUDGMENT. THE SERVICE
party software specified by Origami from time to time. MAY BE SUBJECT TO LIMITATIONS,DELAYS,AND
Client's sole remedy for any breach by Origami of the OTHER PROBLEMS INHERENT IN THE USE OF THE
warranty provided in this Section shall be replacement of INTERNET AND ELECTRONIC COMMUNICATIONS.
the nonconforming Service, at Origami's sole expense, as ORIGAMI IS NOT RESPONSIBLE FOR ANY DELAYS,
described herein. Origami shall deliver to Client DELIVERY FAILURES, OR OTHER DAMAGE
replacement Service,a work-around and/or an error/bug fix RESULTING FROM SUCH PROBLEMS OUTSIDE OF
as may be necessary to correct the nonconformity. In the ITS REASONABLE CONTROL. NO ORIGAMI AGENT
event that Client gives Origami notice of an apparent OR EMPLOYEE IS AUTHORIZED TO MAKE ANY
nonconformity that Origami reasonably determines is not EXPANSION, MODIFICATION OR ADDITION TO
due to any fault or failure of the Service to conform to the THIS LIMITATION AND EXCLUSION OF
warranty provided herein, all time spent by Origami WARRANTIES IN THIS AGREEMENT.
resulting in such determination, including time spent Origami shall not be responsible for: (A)
attempting to correct the problem, shall be charged against any non-conformities of the Service with Documentation,
{00517399.2306-9001821) 13
ORIGAMI RISK CONFIDENTIAL
omissions, delays, inaccuracies or any other failure caused days of receipt or discovery, of any threat, warning, or
by a Client Party's computer systems,hardware or software notice of any such claim or action, with copies of any and
(other than the Service), including by interfaces with such all documents each Client Party may receive relating
third party software, or any inaccuracies that such systems thereto.
may cause within the Service; or(B)any data that Origami INDEMNIFICATION BY CLIENT. Client
receives from a Client Party or third party sources and agrees to indemnify,defend and hold harmless Origami,its
including the data's accuracy or completeness, or Client's Affiliates, and all their officers, directors, members,
claim handling or other decisions. Origami disclaims any managers,shareholders,employees and other agents for and
liability for interception of any such data or against any damage, cost, liability, expense, claim, suit,
communications,including of encrypted data.Client agrees action or other proceeding,to the extent based on or arising
that Origami shall have no responsibility or liability for any in connection with: (a) any breach of this Agreement by a
damages arising in connection with access to or use of the Client Party in connection with Client Data; (b) a Client
Service by any Client Party to the extent such access or use Party's violation of any Federal, state or local law, rule or
is not authorized by this Agreement. regulation relating to such Client Party's collection and use
INDEMNIFICATION BY ORIGAMI. of any Client Data; (c) a claim, which, if true, would
constitute a breach of Client's representations and
Indemnification. Origami agrees to indemnify, warranties under this Agreement.
defend,settle,or pay any third party claim or action against LIMITATION OF LIABILITY.
a Client Party for (i) any claims arising from Origami's
gross negligence or willful misconduct or(ii)infringement Disclaimer of Damages. WITH THE SPECIFIC
of any U.S.patent or copyright arising from Client's use of EXCEPTION OF ITS INDEMNITY OBLIGATIONS
the Service in accordance with this Agreement. If the CONTAINED IN THIS AGREEMENT, IN NO EVENT
Service or any part of the Service is held to infringe and the WILL ORIGAMI BE LIABLE FOR ANY INDIRECT,
use thereof is enjoined or restrained or, if as a result of a SPECIAL, PUNITIVE, INCIDENTAL OR
settlement or compromise, such use is materially adversely CONSEQUENTIAL DAMAGES ARISING UNDER OR
restricted,Origami shall,at its own expense and as Client's IN CONNECTION WITH THIS AGREEMENT, THE
sole remedy therefor (other than the indemnification SERVICE OR THE PROFESSIONAL SERVICES,
obligation set forth above),either: (i)procure for Client the WHETHER BASED IN CONTRACT,TORT,INTENDED
right to continue to use the Service; or (ii) modify the CONDUCT OR OTHERWISE, INCLUDING WITHOUT
Service to make it non-infringing, provided that such LIMITATION, DAMAGES RELATING TO THE LOSS
modification does not materially adversely affect Client's OF PROFITS, INCOME, GOODWILL OR REVENUE,
authorized use of the Service; or (iii) replace the Service COSTS INCURRED AS A RESULT OF DECISIONS
with a functionally equivalent non-infringing program at no MADE IN RELIANCE ON THE SERVICE, LOSS OF
additional charge to Client; or(iv)if none of the foregoing USE OF THE SERVICE OR ANY OTHER SOFTWARE
alternatives is reasonably available to Origami, terminate OR OTHER PROPERTY, LOSS OF DATA,THE COSTS
this Agreement and refund to Client any prepaid but OF RECOVERING OR RECONSTRUCTING SUCH
unearned Fees paid to Origami in advance by Client prior to DATA OR THE COST OF SUBSTITUTE SOFTWARE,
the effective date of the termination. SERVICES OR DATA, OR FOR CLAIMS BY THIRD
Exclusions. Origami's indemnification obligations PARTIES, EVEN IF ADVISED OF THE POSSIBILITY
under Section 9(a)shall not apply to the extent the claim is OF SUCH DAMAGES.
based on:(i)modifications to the Service or any component Limitation of Liability. WITH THE SPECIFIC
thereof made by anyone other than Origami or on behalf of EXCEPTION OF ITS INDEMNITY OBLIGATIONS
Origami; (ii) use of any Service in combination with a CONTAINED IN THIS AGREEMENT, UNDER NO
product not supplied by Origami; or(iii)use of any Service CIRCUMSTANCES SHALL ORIGAMI'S AGGREGATE
other than in accordance with this Agreement and the MAXIMUM LIABILITY ARISING UNDER OR IN
Documentation. CONNECTION WITH THIS AGREEMENT, THE
Conduct. Origami shall have the sole right to SERVICE OR THE PROFESSIONAL SERVICES
conduct the defense of any such infringement claim or EXCEED THE PAYMENTS ACTUALLY MADE TO
action and all negotiations for its settlement or compromise, ORIGAMI HEREUNDER DURING THE 12 MONTHS
and to settle or compromise any such claim. Client agrees PRECEDING THE DATE ON WHICH ANY CLAIM IS
to cooperate and ensure that each Client Party cooperates MADE AGAINST ORIGAMI.
with Origami in doing so. Client agrees to give Origami EXPORT CONTROL.
prompt written notice, in no case longer than within seven
(00517399.2 306-9001821} 14
,r ORIGAMI RISK
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Export. Client shall not export the Service or any Entire Agreement; Amendments. This
Work Product in violation of applicable United States laws Agreement (including all exhibits, appendices, schedules
and regulations.Client also agrees that it will not knowingly and attachments hereto) constitutes the final agreement
export, directly or indirectly, the Service or any Work between the parties.All prior and contemporaneous oral and
Product (i) that it knows will directly assist in the design, written communications, negotiations and agreements
development, production, stockpiling or use of missiles, between the parties on the matters contained in this
nuclear weapons or chemical/biological weapons;(ii)to any Agreement, including, without limitation, any
entity on the Department of Commerce Entity List or any nondisclosure or confidentiality agreements entered into
person or entity on the Department of Commerce Denied between the parties prior to the date of this Agreement, are
Persons List, each currently available at expressly merged into and superseded by this Agreement.
http://www.bis.doc.gov; or (iii) to any country subject to No terms or conditions contained in any purchase order
sanctions administered by the Department of the Treasury's shall amend this Agreement or shall otherwise constitute an
Office of Foreign Assets Control or to any person or entity agreement between the parties.The parties may amend this
on the lists of prohibited entities and persons maintained by Agreement only by a written agreement of the parties that
such office, currently available at identifies itself as an amendment to this Agreement.
http://www.ustreas.gov/ofac.
Disclaimer. Origami makes no representation that Waivers. The parties may waive any provision in
the Service is appropriate or available for use in other this Agreement only by a writing executed by the party
locations. If Client uses the Service from outside the United against whom the waiver is sought to be enforced. No
States of America, Canada,the United Kingdom and/or the failure or delay in exercising any right or remedy, or in
European Union,Client is solely responsible for compliance requiring the satisfaction of any condition, under this
with all applicable laws, including export and import Agreement, and no act, omission or course of dealing
regulations of other countries.Any diversion of the Service between the parties,operates as a waiver or estoppel of any
contrary to applicable law is prohibited. right,remedy or condition.A waiver once given is not to be
construed as a waiver on any future occasion or against any
GENERAL. other person.
[Reserved]. Severability. In the event that any provision of this
Assignment. Neither party shall have the right to Agreement shall be determined to be illegal or
assign, transfer, or sublicense any obligations or benefit unenforceable,such provision shall be limited or eliminated
under this Agreement without the prior written consent of to the minimum extent necessary so that this Agreement
the other party; provided,however,that no written consent shall otherwise remain in full force and effect and
shall be required to assign or transfer this Agreement to any enforceable.
parent or wholly owned subsidiary of a party, and further [Reserved]
provided that Origami may assign or transfer this [Reserved]
Agreement without Client's prior written consent to a
successor by way of a merger, acquisition, sale, transfer or [Reserved]
other disposition of all or substantially all of its assets.
Except as otherwise provided herein, this Agreement shall Force Majeure. Neither party shall have any
be binding on and inure to the benefit of the respective liability for any failure or delay in performance of its
successors and permitted assigns of the parties. obligations under this Agreement (except for payment)
Third Party Beneficiaries. This Agreement does because of circumstances beyond its reasonable control,
including without limitation, acts of God, fires, floods,
not and is not intended to confer any rights or remedies upon earthquakes, wars, civil disturbances, terrorism, sabotage,
any party other than the parties to this Agreement. accidents, unusually severe weather, labor disputes,
Publicity. Without prior written approval of the governmental actions, power failures, viruses that are not
other party or as otherwise set forth in a SOW,neither party preventable through generally available retail products,
shall,directly or indirectly,make any public announcement inability to obtain labor,material or equipment,catastrophic
related to this Agreement or the Service. Notwithstanding hardware failures, usage spikes, attacks on servers, or any
the foregoing,Origami may disclose the fact that Client has inability to transmit or receive information over the Internet
procured a license for the Service; provided that Origami (each, a "Force Majeure Event"), nor shall any such
will not state or imply that Client endorses or recommends failure or delay give any party the right to terminate this
the Service without the written permission of Client. Agreement.
100517399.2 306-9001821) 1 5
ORIGAMI RISK
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Certain Remedies. Each party acknowledges and
agrees that (i) it would be extremely difficult, if not
impossible, to calculate the actual damages in the event of
Origami's breach of Section 3(b)or 5 of this Agreement or
Client's breach of Section 2, 3 or 5 of this Agreement; and
(ii) breach of any such provision of this Agreement would
result in ongoing damages to the non-breaching party that
could not be adequately compensated by monetary
damages. Accordingly, each party agrees that in the event
of any actual or threatened breach of any such provision of
this Agreement,the non-breaching party shall be entitled,in
addition to all other rights and remedies existing in its favor
at law, in equity or otherwise, to seek injunctive or other
equitable relief(including without limitation a temporary
restraining order, a preliminary injunction and a final
injunction) against the other party to prevent any actual or
threatened breach of any such provision and to enforce this
Agreement specifically, without the necessity of posting a
bond or other security or of proving actual damages.
Counterparts. This Agreement and each
Statement of Work may be executed in counterparts, each
of which will be deemed an original but all of which
together shall constitute one and the same Agreement.
Delivery of an executed counterpart of a signature page to
this Agreement or any Statement of Work by PDF or other
electronic means shall be as effective as delivery of a
manually executed counterpart of this Agreement or such
Statement of Work.
(00517399.2 306-9001821( 1 6
IN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective Date.
ORIGAMI RISK LLC CITY OF BOYNTON BEACH
If ,c,,, f7, _
By: By:
Name: Earnest Bentley Name: ...Zing(s —5 614,We5
(Print Name) (Print Name)
Title: President, Risk Solutions Title: In+ rtm. 85 ra tpa r
r
Address: 222 N.LaSalle St. Address: IOD t' (Cion tY.e t u .
Suite 21003acA,FL Chicago,IL 60601 j j n 33u3c
Email:legal@origamirisk.com Email: ,JS esj {ri, US
100517399.2 306-9001821} 17
EXHIBIT A
STATEMENT OF WORK
This Statement of Work("SOW")describes services to be performed by Origami Risk LLC("Origami")for City of
Boynton Beach,FL("Client").This SOW is subject to all the terms and conditions of the Software Subscription
Agreement between Client and Origami,into which it will now be integrated as Exhibit A.
PROJECT SCOPE
Provide and implement Origami's Risk Management Information System(RMIS)(the"Service")to help ensure accurate
and consistent tracking and reporting of Client's claims, incidents,policies,locations and exposures.
Client utilizes the services of TriStar for Third Party-Administrator(TPA)services for all Workers' Compensation claims.
Commercial Risk Management handles TPA services for Liability and Property claims.There will be an import from
TriStar of Claim Only feed type on a daily basis and a Claim Only feed type from Commercial Risk Management on a
weekly import basis to keep data refreshed in the Origami system.
Property/Liability claims not involving bodily injury and that can be settled(typically under$5,000)may be handled
internally by the City's risk management staff.Additionally,damage to/loss of City property that is not otherwise covered
under the City's insurance plan would be entered into the system for internal tracking purposes. For each of these above
two scenarios,Client will not be using Origami's full claims administration functionality but will be using the standard
aspects of Claim notes,tasks/diaries, file attachments,emails and standard claim tracking fields.There is no check
generation or interface to support in-house claims management/administration.
This SOW does not include Enterprise Risk Management(ERM)and Client does not have an active ERM program,
although Client has identified a desire and future exploration of possibly electing the ERM license in the future.
CLIENT ROLES AND RESPONSIBILITIES
Client will identify a System Administrator("Client SA")who will be responsible for working with Origami to implement
the Service and to provide ongoing production support to Client's Users. The Client SA and,from time to time,other
Client employees will be available to provide timely direction and feedback as needed by Origami to complete the
Origami tasks in this SOW. The Client SA will also be responsible for setting up,assigning security rights,and
maintaining user IDs for all Users.
Client will have final responsibility for decisions regarding the configurations or customizations(such as forms,
dashboards,interfaces,reports,workflows and data flows)created by or for Client or Client's users in the Service. For all
such configurations and customizations, Client shall be responsible for quality assurance to ensure that such
configurations and customizations operate as intended(including functionality,usability and data access rights),and
Origami shall not be responsible for any damages caused by any such configurations or customizations.
(00517399.2306.9001821} 18
LICENSES
Base Functionality
Functionality Selected Description
RMIS Yes Includes functionality related to risk management,including incidents,claims,insurance
policy management,locations,certificates of insurance,safety,and risk management portal.
Enterprise Risk Management No Includes ERM functionality.
(ERM)
Governance,Risk&Compliance No Includes GRC functionality.
(GRC)
*Origami offers other base functionality(e.g.,Claims Adjudication and Policy Underwriting and Issuance)not included under this SOW.
User Licenses
License Quantity Description
Full User 2 These licenses have access to all the capabilities and features of the Service under the base functionality
selected above,except those features utilized for adjusting claims such as check writing,setting reserves and
calculating indemnity benefits. These licenses have access to Extended Functionality features to the extent
selected below.
Light User 0 These licenses have access to the dashboard,reports pre-configured for them,and read-only access to other
areas of the Service under the selected base functionality. Light Users do not have access to Administration
features or Extended Functionality features.
Claims Adjusting 0 These licenses have access to all the features and capabilities of the Service under the base functionality
User selected above,including those features utilized for adjusting claims such as check writing,setting reserves
and calculating indemnity benefits. These licenses have access to Extended Functionality features to the
extent selected below.
IT System Admin 2 These licenses are for usage by Client's Information Technology(IT)department only to support the system
User from a System Administrator standpoint
Non-Named-User Access Licenses
License Selected Quantity Description
Enterprise Wide Yes Up to 1.000 These licenses are not named licenses and have access only to enter records either by
Record Entry records added per (1)an anonymous collection portal,by clicking an anonymous collection link
year generated via Origami's administration features("Portal Data Entry")or(2)granting
access to a URL sent from Origami Risk as a Data Entry Event email notification,
giving time limited access to a single record("Grant Access").
Enterprise Values No 0 Users These licenses allow representatives in the field to enter data through the Service's
Collection online platform pertaining to information necessary for renewal submissions,such as
TIV,Square Footage,COPE information,or other such asset and exposure data.
Extended Functionality Licenses
License Selected Quantity Description
API Access No N/A This license provides access to Origami's web service REST APIs using calls.
Includes access for up to 5,000 calls per day. API calls may be made concurrently,
subject to reasonable limitation when needed to preserve system performance.
Requires a minimum of five(5)Full Users and/or Claims Adjusting Users.
Secure Email No Up to 0 Secure This license provides secure email functionality,which provides password protected
Emails sent per hosting for email communications from and to the Service.
month
OCR Scanning Yes Included This license provides optical character recognition(OCR)functionality for mapping
specified data from scanned documents to data fields within the Service.
Certificate of Yes 5.000 Insureds This license provides certificate of insurance tracking for third party insureds,such as
Insurance Tracking tenants,vendors,contractors or customers.
SMS Messaging No 0 SMS Messages This license provides the ability to send SMS messages as workflow actions within
(over initial 500) the Service's administration features.
Two Factor No 0 2FA Messages This license provides the ability to send SMS and/or email messages to users to
Authentication (over initial 500) validate their identity before logging in from a new device and/or once every 30 days
from the same device.
Mobile Forms App No Not Included Origami's Mobile Forms App may be used by any named user for no additional
license fee,but service hours are required for configuration.
(00517399.2 306-9001821) 19
Mobile Claimant No Not Included Origami's Mobile Claimant App may be used by any named user for no additional
App license fee,but service hours are required for configuration. Requires a minimum of
three(3)Claims Adjusting Users.
Workers' No Jurisdictions:None This license includes the following Origami Compliance solutions(this functionality
Compensation is only available to Claims Adjusting Users):
Solutions* • Automated EDI FROIISROI State Reporting via Mitchell
• Indemnity Benefits Rates
• Workers'Compensation State Forms
ODG Integration No 0 Users This license provides integration with ODG's Return to Work guidelines.Only
User' Claims Adjusting Users and Full Users may utilize this feature.This feature queries
ODG's RTW and treatment guidelines based on WC claim diagnosis codes.
Tableau* No 0 Users This license allows Origami users to access Tableau within the Origami environment,
providing enhanced data visualization.
eSignature No 0 Envelopes This license provides the ability to tag mail merge documents with electronic
Integration* signature fields,authenticating through a third-party eSignature tool.
*By purchasing this license,Client will need to agree to certain vendor terms and conditions to be provided by Origami.
License Notes:
1.Origami adds generally available features from time to time that may require configuration prior to use. If Client
requests Origami's assistance in this configuration,Professional Services hours may be applied for any such
configuration.
2. In addition to the generally available features,Origami may occasionally deploy new functionality that will require
an Extended Functionality License similar to those listed in the Extended Functionality License section above. These
features may require additional fees based on record volume,number of additional users accessing the new features,
or some other incremental cost driver. Client may agree to add such an Extended Functionality License in a separate
Statement of Work.
HOSTING
Origami will provide data hosting for up to 10,000 claims and incidents. In addition,Origami will provide 50GB of
searchable and 100GB of non-searchable file attachment hosting. Additional hosting is available at any time during the
term of this SOW as set forth in the Pricing section below.
Origami will host the application and data in a secure intemet accessible environment. Origami will backup Client data at
periodic intervals each day.
IMPLEMENTATION PROCESS
Implementation is the process of configuring the Service for use by Client including system settings,supporting Client in
loading data,training users,and other work identified in this section of the SOW. The implementation phase is completed
when Client is able to utilize the Service platform for the purposes described in the Project Scope above,referred to by
Origami as being Live in the system.Origami will manage the overall implementation process,including scheduling and
leading meetings,communicating with the team,follow up documentation,and maintaining the project schedule through
the Go-Live date. Upon Go-Live,Origami will move Client from its staging environment to its live production
environment,and continued use of Origami's staging environment after Go-Live will incur additional hosting fees.
Client's provision of timely and accurate specifications,direction and feedback is essential to the implementation.
Origami provides implementation for a fixed price based on reasonable estimates from Client and Client's continued and
uninterrupted effort toward Go-Live. Both parties understand that time is of the essence with regard to the
implementation and agree to use reasonable and good faith efforts to promptly complete the implementation. If necessary,
Client will be allowed up to one implementation"pause"not to exceed 30 days. Any additional pauses in implementation
(00517399.2 3064001821) 20
or failures to meet the obligations above will result in the conversion of the implementation to a time and expense
engagement,effective upon email notice from Origami to Client and billed monthly as incurred at Origami's bundled
hourly rate set forth below after crediting Client for any remaining unused portion of the fixed price. Origami may pause
and reallocate its resources as reasonable in the event of significant delays.
System Configuration
Origami will:
• Develop the incident forms for Workers' Compensation,General Liability,Auto Liability,Auto Physical
Damage,Law Enforcement Liability,Employment Related Practices Liability,Public Officials Liability,
Environmental Liability,Errors&Omissions,Public Arts&City Owned Property Damage/Loss
• Mirror the incident forms to claim forms for Workers' Compensation,General Liability,Auto Liability,Auto
Physical Damage,Law Enforcement Liability,Employment Related Practices Liability,Public Officials Liability,
Environmental Liability,Errors&Omissions,Public Arts&City Owned Property Damage/Loss
• Provide Origami's dashboard functionality and configure 1 default dashboard using standard Origami dashboard
widgets.
• Provide Origami's standard report templates and access to Origami's ad-hoc report writer. Origami to configure
up to 5 reports using standard Origami RMIS templates and/or the custom template design tool.
• Configure up to 5 mail merge/forms or letters
• Deploy Origami's standard list of audits,checklists and inspections
• Perform a one-time import of Client's physical locations
• Configure up to 12 data entry events(workflow logic)with corresponding system actions
• Configure up to 5 Certificate Insured Profiles and configure the vendor screen details to collect the desired
datapoints on Client's vendor contact and organization details
• Spend up to 12 hours configuring values/exposures that Client would like to track/manage in the system
• Configure up to 2 User Security Profiles
• Configure 1 Cost of Risk Allocation(see section below for further details on Allocation setup)
• Deploy Origami's RMIS standard out of the box solutions(with no client specific configuration needed)of:
o Policy Management
o Contact Management
o Employee Management
o Location Management
o Property/Exposure&Asset Management
o Total Cost of Risk(TCOR)
o Basic Claims Management to include claim notes,tasks/diaries,emails,logging of
payments made outside the system(no Claims Administration functionality needed)
o Fleet/Vehicle Management
o Weather Event Monitoring for Crisis Management
Client will:
• Provide specifications,direction,and feedback as needed by Origami in a timely manner.
• Configure additional default dashboards,fields, forms,user roles,distribution lists,reports and other features as
needed by Client.
Convert Legacy System—Microsoft Excel Spreadsheets and/or Laserfiche document content
Origami will spend up to fifty(50)hours performing data work&data import related to importing Client's data from the
currently utilized Microsoft Excel spreadsheets and/or document imports from Laserfiche. Client will securely provide the
Excel files and desired attachments to associate to system records to Origami and provide feedback to support Origami's
interpretation of the data for data improvements and import process.
Origami will:
• Provide up to 50 hours of data support,conversion and import.
1005173992306-9001821) 21
• Convert the legacy data and import into the Service.
• Provide Client with a means by which to securely transfer the spreadsheets to Origami
Client will:
• Encrypt and securely provide the Excel spreadsheets to Origami
• Provide prioritization and data that Client would like to import into the system
• Provide support for any questions and data confirmations/corrections Origami may need/have related to missing
or incorrect data
Loading Carrier/TPA Claims Data for Data Processing
Origami will:
• Provide Client with text for data request letters suitable for requesting necessary data from each of the sources
named below.
o TriStar(WC TPA) : Claims Only feed(no individual Financial Transactions nor
Adjuster Notes)processed daily
o Commercial Risk Management(TPA for Liability&Property Claims) : Claims Only
feed(no individual Financial Transactions nor Adjuster Notes)processed weekly
• Convert and load the initial system data from the sources named above
Client will:
• Arrange for Claims Only feed(no individual Financial Transactions nor Adjuster Notes)data to be sent to
Origami from TriStar
• Arrange for Claims Only feed(no individual Financial Transactions nor Adjuster Notes)data to be sent to
Origami from Commercial Risk Management
Configuring Automated Interfaces,Imports & Extracts To/From 3rd Party Systems
There are no interfaces or feeds to/from other systems nor exports to TPAs/Carriers or other vendors included in this
SOW
Configuration of Incident Intake Process
Origami will:
• Configure the Enterprise Portal Data Entry Screens to accurately mirror Client's existing process(with below
improvements)
• Build the workflow in the Service for proper email notification,mail merge document distribution and task
creation according to Client's business rules.
Client will:
• Provide screen shots of existing intake forms currently in use.
• Work with Origami to identify opportunities to improve on current intake forms and process.
• Specify the workflows and individuals required for event triggered emails,tasks and mail merge
Configuration of Allocations
Client has no allocation program/methodology today but will be using Origami to setup a basic allocation methodology.
Origami will provide up to 8 hours of work/support to produce a standard allocation for Client
Origami will:
• Configure a list of cost elements within the system utilizing standard tools and the information provided by Client
below.
• Build a single allocation formula within the standard Allocation tools utilizing the information provided by Client
below.
{00517399.2306-9001821) 22
Client will:
• Provide a list of cost elements to be allocated.
• For each cost element above,provide documented explanation of the formula for allocation
Training
Origami will:
• Provide 20 hours of training to Client in year 1 of this SOW and provide additional training each subsequent year
as needed. Professional Service hours will be eroded for training in future years.Training will be provided at
Client offices or online at Client's request. Training can be provided in one session or several on mutual
agreement between Client and Origami. Travel&Expenses associated with any on-site training will be pre-
approved by Client and billed as incurred.
• Provide Origami's standard help functionality in the application and up to 8 hours of training plans and materials
production
Client will:
• Provide Origami with guidance about the employees to be trained and any training requirements or a preferred
approach.
• If training is to be provided in Client office,provide appropriate meeting space and interne access so Origami can
perform the training and also provide for transportation and other expenses for Client employees who attend the
training.
PROJECT MANAGEMENT OPTION SELECTED:
Origami is founded on a set of ITERATIVE processes from top to bottom. These contemporary tenets are the foundation
of Origami's ability to deliver better service and faster and more accurate implementations. Origami also maintains a set
of best practices,tools and experts for our clients who require a more TRADITIONAL approach to managing their
implementation project. The selection below indicates the project management model included within this SOW:
This SOW includes:
[Included] Iterative Project Management
[Not Included]Traditional Project Management
Iterative Project Management-Included
Origami will:
o Schedule and lead initial kickoff call or meeting
o Maintain schedule with key deliverables and expected dates
o Lead status calls twice per month
o Maintain project status document containing priority list,open items and changes which may impact timeline
o Coordinate all activity within Origami to complete Origami's tasks on the project schedule and assign project
management as shared role of team members
o The Service's administrative tools and screens serve as documentation of the implementation for Client's System
Administrator to reference.
Client will:
o Participate in status calls and working meetings
o Coordinate all activity within Client's organization to complete Client's tasks on the project schedule
o Coordinate all activity of Client's 3rd party providers required to complete tasks on the project schedule
Traditional Project Management—Not Included
If included,in addition to the responsibilities listed in Iterative Project Management above,Origami will designate a
Project Manager to provide a specified number of hours of project management during the Implementation. This Project
Manager will(1)manage the Origami tasks listed in Iterative Project Management above,(2)coordinate meetings and
;00517399.2 306-9001821) 23
discussions with stakeholders as needed to maintain project progress,and(3)maintain a library of written artifacts and
documentation including:
o Formal project kickoff agenda o On site agendas
o Communication plan o Change control management
o Formal stakeholder analysis o Executive steering committee status call agenda(as
o Project charter needed)
o Collaboration website o Origami governance decision management document
o Detailed work breakdown structure o UAT test plan for critical items(dependent on Client
o Weekly project status calls,agenda,meeting notes input and test cases provided)
o Detailed issues and risks log o Executive project dashboard
o Action items list o Lessons learned analysis
o Detailed project plan
ONGOING SUPPORT
After the Implementation is completed or Client is using the Service in production for greater than 30 days,this section of
the SOW describes Origami services through the remainder of the term of this SOW. If the parties agree that certain parts
of the Service will go Live before others,this section will apply to each part upon going Live.
Carrier/TPA Claims Data Ongoing Processing
Origami will:
Process the claim data updates received from Client data providers as follows:
• TriStar(WC TPA) : Claims Only feed(no individual Financial Transactions nor Adjuster Notes)processed daily
• Comercial Risk Management : Claims Only feed(no individual Financial Transactions nor Adjuster Notes)
processed weekly
Client will:
• Use tools in the Service to resolve exceptions,if any, such as missing locations,incomplete code maps,and other
exceptions,which may occur in the update as a result of data errors or missing data from data providers.
• Notify Carrier/TPA of data exceptions when appropriate to have data corrected at source.
Maintenance of Automated Interfaces,Imports& Extracts To/From 3rd Party Systems
There are no interfaces or feeds to/from other systems nor exports to TPAs/Carriers or other vendors included in this
SOW
Professional Service Hours
This SOW includes up to 30 hours of Professional Services in the first year,up to 30 hours in the second year,and up to
30 hours in the third year. Professional Services include any work performed by Origami professionals on behalf of
Client. Examples include:
• Helpdesk support for users
• Additional user training
• General assistance utilizing the Service
• Configuration of features for Client's use
• Maintenance of screens and system configurations as workflows evolve
• Configuration of customized reports
• Maintenance or modification of any import or export scripts
• Attendance in meetings
• Project management tasks and administration
{00517399.2 306-9001821} 24
PRICING AND INVOICE SCHEDULE
The price for the licenses and services listed above in this SOW is$115,725 for the first year and$79,750 for year two of
this SOW. Exhibit B provides a detailed breakdown of the components of the price.
Payment for Year 1 will be invoiced and due upon execution of this SOW.Payments for Year 2 is due annually upfront on
the anniversary date of this SOW.
If needed,additional services can be purchased through an addendum to this SOW. All fees are subject to state sales tax,
where applicable. All travel costs and expenses will be pre-approved by Client in writing and billed to Client as incurred.
ADDITIONAL PRICING:
1. If Client requires additional hosting during the term of this SOW, additional hosting fees will apply as follows:
-Current annual fee for hosting of up to 10,000 Claims/Incidents=$10,000
-Annual fee for hosting of 10,001-25,000 Claims/Incidents=$15,000
-Current annual hosting fee includes 50GB of searchable File Attachment hosting
-Additional searchable File Attachment hosting is$2,500 per 50GB per year
-Additional non-searchable File Attachment hosting is$1,000 per 100GB per year
2. Additional Professional Service hours will be invoiced as incurred at Origami's unbundled rate. Bundled hours
(minimum of 10)may be added prior to the start of each contract year at Origami's bundled rate.
3.Additional users,additional licenses or additional use beyond that which is listed above in the Licenses section of this
SOW shall require additional fees.Origami shall invoice Client,and Client shall pay for any additional licenses,hosting,
service hours or other usage in excess of what is specified in this SOW.
4.This SOW does not include Enterprise Risk Management(ERM)and Client does not have an active ERM program,
although Client has identified a desire and future exploration of possibly electing the ERM license in the future.
{00517399.2 306-9001821) 25
STATEMENT OF WORK APPROVAL
The undersigned agree to this Statement of Work.
ORIGAMI RISK LLC CITY OF BOYNTON BEACH,FLORIDA
By: By:
Name: Name: �Tct,s--6s st 45
(Print Name) (Print Name) r
Title: Title: )M-QrJfn (/1�ih{ Mailer
Date: Date: jujj ci vV
100517399.2 306-9001821) 26
EXHIBIT B
PRICING DETAIL
hems Unit Quantity Unit Cost Total Notes
Implementation Planning Hour 1 $1,100.0000 $1,100.00 Reflects discounted rates.
Configuration Hour 1 $9,000.0000 $9.000.00 Reflects discounted rates. Includes 50 hours of data
conversion and import processes to intake historical
data from Excel spreadsheet format.
Installation Assistance Hour 0 $0.0000 $0.00 Not applicable. Completely web based application
which is already in production. No travel included in
this proposal.
Project Management Hour 75 $225.0000 $16,875.00 Origami Risk to lead the PM through our Agile
methodology.
Testing Hour 12 $225.0000 $2,700.00 UAT Support
End User Training Hour 16 $225.0000 $3.600.00 16 hours of formal training right before go-live.
Administrator Training Hour 4 $225.0000 $900.00 4 hours dedicated to System Admin tools
Training Plans& Materials Hour 8 $225.0000 $1,800.00
License Costs Annual 1 $73,000.0000 $73,000.00 RMIS System License. 2 System Admin licenses, 2
Full users, Enterprise portal for up to 1,000 records
per year. Can add on ERM system license option
later if elected. 5.000 Vendors for COI tracking.
Hosting of up to 10k claims/incidents& 150 GB of
file attachments.lndudes Claim Only feed from Tristar
(daily import)and Claims Only feed from Commercial
Risk Mgt (weekly import)
Recurring/Maintenance Annual 1 56,750.0000 $6,750.00 First year= $115,725. Annual Ongoing is 79,750.
Costs Includes 40 hours of Ongoing Professional Services
per year.
Subtotal: $115,725.00
Year 1 =$115,725
Year 2=$79,750
{00517399.2 306-90018211 27
EXHIBIT C
SERVICE LEVEL AGREEMENT(SLA)
SYSTEM AVAILABILITY
Origami Risk will be available 99.5%of the time,excluding unavailability as a result of any Excluded Event(the
"Availability Requirement"). This includes holidays,weekends,and non-business hours. It does not include planned
downtime. In normal circumstances,Origami Risk will schedule downtime between 8:00 PM CT and 7:00 AM CT.
Origami Risk will post system availability statistics quarterly.
"Excluded Event"means(i) scheduled maintenance windows of which Client is notified at least 24 hours in advance and
which occur outside of normal business hours; (ii) scheduled repairs of not more than two hours duration in any one week
period of which Client is notified at least four hours in advance and which occur outside of normal business hours;(iii)
critical repairs including security updates where advance notice cannot be reasonably provided; (iv)interruptions caused
by transmission errors,Internet service providers,vandalism,user error or other factors beyond Origami's or its direct
service providers' reasonable control;or(v) interruptions caused by any act or omission of Client(including any
employee,contractor,agent,customer,investor,consultant or third party user of Client or any of Client's affiliates who
uses or accesses the service),including any failure or delay in the performance of its obligations or failure of Client's
equipment or non-Origami software. The Availability Requirement applies only to Origami's production environment
and not to Origami's staging environment.
Service Credits:
In the event there is a material failure of Origami's service to meet the Availability Requirement(a"Service Level
Failure")in any calendar month,then Client shall have the following sole and exclusive remedy: Origami will
provide Client with a service credit on the next annual invoice equal to the pro-rated charges for one(1)full day
of the affected services(i.e., 1/30 of the monthly fee,assuming a thirty(30)day month)for each day during
which there was a Service Level Failure in such calendar month(a"Service Credit"). For clarity, such Service
Credit shall not include credit for hosting fees,data processing fees,professional services fees or any other
prepaid bundled fees other than licensing fees.
If Client believes that it is entitled to receive Service Credits,Client shall notify Origami in writing within seven
business days after the applicable calendar month with a description of the Service Level Failure and the date and
time of such Service Level Failure. If Client does not notify Origami within such timeframe,then Client shall be
deemed to have waived all claims with respect to such Service Level Failure(but not to any future Service Level
Failure). Origami will make all determinations regarding Service Credits in its reasonable discretion.
For any given month,Client shall in no event be entitled to receive a Service Credit that exceeds 100%of its
monthly license fees for such month. Client agrees that Service Credits are the sole and exclusive remedy for any
Service Level Failure.
BACKUP AND RECOVERY
Origami currently backs up transactions every 15 minutes via incremental backups. A differential database backup is
performed nightly and a full backup is performed weekly. Backups are stored off site via Amazon S3,which has multiple
redundancy and 99.999999999%durability and 99.99%availability of objects over a given year. Periodic database
restore tests are performed to validate that backups are valid. Origami retains weekly backups for a minimum of six
months.
NOTICES
Two email subscription options are available to each Origami Risk user. These determine the type of communication that
they will receive from Origami Risk.
{00517399.2 306-9001821} 28
• Emergency: Receive emails concerning outages and other system problems
• Maintenance: Receive emails concerning scheduled maintenance on the system.
In addition,any Origami Risk user can visit http://status.origamirisk.com/to view the current system status.
SERVICE REQUESTS
Origami Risk will respond to service related incidents or issues within the following time frames:
Urgent Requests
An urgent request for service concerns a new development that significantly affects a major business task with no
workaround. Client will request urgent support by sending an email to support@origamirisk.com with the word"Urgent"
in the subject line. An urgent request made between 7:00 AM CT and 8:00 PM CT will typically be responded to
immediately,and Client may also call any member of the Origami Risk support team directly. If Client does not receive a
prompt response, Client may escalate by contacting any Origami Risk service or support employee or manager via contact
information provided to Client. The target resolution time for an urgent issue is as soon as possible.
Normal Requests
A normal request for service is any service request that is not urgent. A normal service request will typically be
responded to within one business day. Client will request support by sending an email to supportAorigamirisk.com.
Client may also call or email any member of the Origami Risk support team directly.
SECURITY
Any access to Origami Risk requires a unique user id and password. Passwords must adhere to standard password
security rules including minimum length and complexity. Origami Risk uses a role-based security model. Client is
responsible for assigning and maintaining role,location,and coverage security for users. Client's system administrators
can use the tools in Origami Risk to review and change security rights,edit the user profile,and reset the password. User
passwords are encrypted in the Origami database using a SHA-256 hash algorithm.
System locks out user after five login attempts with an incorrect password. An administrative user must then reset the
user's password and unlock the user account.
Origami Risk uses TLS v1.2 or higher for all communications over https.Origami databases are fully encrypted using
256-bit AES encryption.
Claim,Transaction,and Notes data sent to the Origami Risk SFTP site must be encrypted using at least 128 bits. Origami
uses Open PGP for file encryption and can provide an encryption key to be used by the client. Origami Risk will keep the
files on a secured files system in encrypted format except during the import process. When the import process is
completed,unencrypted files are removed from the system.
{00517399.2 306-90018213 29