HomeMy WebLinkAboutResolution - 2020-R0075 - Origami Risk LLC - 02/25/2020 Resolution No. 2020-R0075
Item No. 7.20
February 25, 2020
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for
and on behalf of the City of Lubbock, Contract No. 15207 for Risk Management Information
System, by and between the City of Lubbock and Origami Risk, LLC, of Chicago, Illinois, and
related documents. Said Contract is attached hereto and incorporated in this resolution as if fully
set forth herein and shall be included in the minutes of the City Council.
Passed by the City Council on Februaa 25, 2020
DANIEL M. POPE, M YOR
ATTEST:
Reb ca Garza, City Seer tary
APPROVED AS-XO CONTENT:
Leisa Hutcheson, Director of Human Resources
and Risk Management
APPROVED AS TO FORM:
Jefif-i' arts(JJl, Deputy City Attorney,
vw:ccdocs/RES.Contract-Origami Risk, LLC
February 10,2020
Resolution No. 2020-R0075
ORIGAMI RISK CONFIDENTIAL
SOFTWARE SUBSCRIPTION AGREEMENT
This SOFTWARE SUBSCRIPTION AGREEMENT(this"Agreement") is entered into as of March 9,2020 (the
"Effective Date") by and between ORIGAMI RISK LLC, an Illinois limited liability company("Origami"), and City of
Lubbock,Texas, a Public Entity("Client").Origami and Client hereby agree as follows:
I. DEFINITIONS. "User" means any employee, contractor, agent,
"Affiliate"means,with respect to a party,its parent customer, investor, consultant or service provider of Client
company and subsidiaries and/or controlled corporations or or any of Clients Affiliates who uses or accesses the
entities which are directly or indirectly controlled. Service or any other person or entity that is provided user
credentials to the Service by or on behalf of Client or any of
"Client Data"means the data provided or inputted Client's Affiliates.
by or on behalf of Client or any User or Affiliate of Client "Work Product" means Customizations and any
for use with the Service.
software, programming, tools, documentation, and
"Client Party" means Client and each of its materials that are used,created,developed,or delivered by
Affiliates and Users. Origami to Client in connection with Customizations, and
"Confidential Information" means all all Intellectual Property Rights subsumed therein.
confidential and proprietary information of a party, 2. SERVICE.
including, without limitation, business plans, strategies, (a) Service. Subject to the terms and
products, software, source code, object code, clients, data conditions of this Agreement, during the term of this
models,discoveries, inventions, developments, know-how, Agreement,Origami shall grant Client a non-exclusive right
improvements, works of authorship, concepts, or to permit its Users to access the Service via the Internet.
expressions thereof, whether or not subject to patents, Client, its Affiliates and Users may use the Service solely
copyright, trademark, trade secret protection or other for internal business of Client, its Affiliates and Users.
intellectual property right protection. Users shall use the Service in accordance with this
"Customizations" means specifically modified Agreement and the applicable Statement of Work and
reports,dashboard panels, or other configurations, features Documentation.
or modules of the Service customized for Client. (b) Storage. Client may store Client Data
"Documentation" means all user guides, videos, through the Service up to the amount set forth on the
embedded help text,and other reference materials generally Statement of Work. If the amount of storage used exceeds
furnished with respect to the Service, whether in printed or this limit, Client will be charged, on a monthly basis, the
electronic format. excess storage fees pursuant to the Statement of Work.
"Fees" means the fees payable pursuant to this (c) Service Level Agreement. Origami's
Agreement as set forth in any Statement of Work. Service Level Agreement with respect to the Service is set
"Intellectual Property Rights" means worldwide forth as Exhibit B. Any Excluded Event(as defined in such
intellectual and proprietary property owned or properly Service Level Agreement) and any unavailability of the
licensed by a party and all intellectual or proprietary Service that does not constitute a failure of the Availability
property rights subsumed therein, including copyright, Requirement set forth in such Service Level Agreement
patent, trademark (including goodwill), trade dress, trade shall not constitute a breach of this Agreement.
secret and know-how rights. (d) Restrictions. Nothing in this Agreement
"Professional Services" means professional shall be construed as a grant to Client of any right to, and
services provided by Origami to Client as set forth in any Client shall not,and shall not permit any User or any other
Statement of Work. third party to: (i)reproduce, license, sublicense,sell,resell,
"Service" means Origami's software-as-a=service transfer, assign, distribute or otherwise commercially
identified in the Statement of Work and accessible by Client exploit or make available to any third party the Service or
via https:\\Iive.OrigamiRisk.com or another designated web any portion thereof; (ii) distribute, disclose or allow use of
site or.IP address, rendered to Client by Origami. any of the Service, or any portion thereof, in any format,
through any timesharing service,service bureau,network or
"Statement of Work" means any statement of by any other means,to or by any third party;(iii)decompile,
work entered into and mutually approved in writing by the disassemble, or otherwise reverse engineer or attempt to
parties pursuant to this Agreement from time to time. The reconstruct or discover any source code or underlying ideas
initial Statement of Work is attached hereto as Exhibit A. or algorithms of the Service in any manner; (iv) create
ORIGAMI RISK CONFIDENTIAL
derivative works from,modify or alter any of the Service in Statement of Work,provided that each such third party User
any manner whatsoever, (v) use or access the Service in a has either agreed in writing in advance to be bound by at
manner that would reasonably be expected to damage, least the same restrictions with respect to the Service as
disable, overburden, or impair any Origami servers or the Client or has agreed to Origami's click-through end user
networks connected to any Origami server (and if any license agreement upon such User's initial login to the
access or use of the Service does damage, disable, Service (either such agreement, a "Third Party User
overburden, or impair any Origami servers or the networks Agreement"). Any rights granted hereunder or under a
connected to any Origami server,then Client shall promptly Third Party User Agreement with respect to the Service to
discontinue such access or use upon written notice of such third party Users shall expire or terminate immediately upon
by Origami); (vi)take any action that would reasonably be the termination of this Agreement in accordance with its
expected to interfere with any third party's use and terms. Client shall be fully responsible for(i) ensuring the
enjoyment of the Service (and if any Client action does compliance of each Client Party with the terms and
interfere with any third party's use and enjoyment of the conditions of this Agreement, the applicable Statement of
Service,then Client shall promptly discontinue such action Work and Documentation, and the applicable Third Party
upon written notice of such by Origami); (vii) attempt to User Agreement, and (ii) all violations of the terms or
gain unauthorized access to the Service,accounts,computer conditions of this Agreement, the applicable Statement of
systems, or networks connected to any Origami server; Work and Documentation, and the applicable Third Party
(viii) use any robot, spider or other automatic device or User Agreement by each Client Party.
manual process to monitor or copy portions of the Service; (g) Professional Services. During the term of
(ix)use the Service in a manner intended to abuse or violate this Agreement, Origami will make available to Client
the privacy or property rights of others; (x) perform any certain Professional Services to the extent set forth on the
vulnerability scanning or penetration testing on the Service Statement of Work. Client may also contract for expanded
or Origami's systems or networks without Origami's services for additional days and hours in accordance with
explicit prior written consent for each such scan or test; or Origami's then-current policies and prices.
(xi) access the Service in order to (A) build a competitive Notwithstanding the foregoing, Origami will not be
product or service, or (B) build a product using similar obligated to provide any support required as a result of, or
unique and confidential ideas, features, functions or with respect to, (i) Client's operating systems, networks,
graphics of the Service. hardware, or other related equipment of Client, or (ii)
(e) Users.Client may license the Service to the Client's or any of its Users' use of the Service other than in
number of authorized Users as set forth on the Statement of accordance with the applicable Statement of Work and
Work. Each authorized User shall access and use the Documentation and as permitted under this Agreement.
Service (i) in accordance with the terms of this Agreement (h) Security. Upon Client's written request to
and the applicable Statement of Work and Documentation, Origami during the term of this Agreement (no more than
and, (ii)when applicable,through a unique and reasonably once in any 12-month period),Origami shall provide a copy
secure username and password as further described in the of its Service Organization Control(SOC)2 audit report(or
applicable Statement of Work or Documentation. The an equivalent audit report or pursuant to a successor
Service allows Client to grant different levels of access to standard) to Client, and such report shall contain an
Client Data, to different Users, as described in more detail unqualified
in the Statement of Work. It is Client's responsibility to Confidential opInformat Information underrethe terms mport shall e of deemedthis
designate the applicable access to be granted to each User. Agreement.
Client shall cause all Users to comply with all obligations
of Client hereunder, to the extent applicable to Users. (i) Client Obligations. Client shall: (i)
Except for Client's and its Affiliates' system administrators provide Origami with reasonable access to Client's
where reasonably necessary for administrative or security premises as appropriate to enable Origami to perform its
purposes,no User may use the username/user identification obligations hereunder; (ii) provide adequate resources to
or password of any other User. Client's failure to cause a participate in or facilitate the performance of the Service;
User to comply with the terms of this Agreement or any (iii) timely participate in meetings relating to the Service;
uncured User noncompliance shall constitute a material (iv)assign personnel with relevant training and experience
breach of this Agreement by Client. to work in consultation with Origami; (v) provide the
(f) Third Party Access.Client shall also have equipment required to operate the Service as set forth at
the right for Client and its Affiliates to permit third party http://www.origamirisk.com/product-requirements; (vi)
Users to access or use the Service in accordance with the safeguard the usernames,passwords and other security data,
terms and conditions of this Agreement and the applicable methods and devices furnished to Client in connection with
2
ORIGAMI RISK CONFIDENTIAL
the Service and prevent unauthorized access to or use of the access such services is Client's responsibility. If Client or
Service and promptly notify Origami if it becomes aware of any User elects to store data on a mobile device, Origami
any such unauthorized access or that the security of its shall not be responsible for any loss of Client Data or any
usernames or passwords has been compromised; (vii) be other data on such device.
responsible for Client networks, equipment and system
security required or appropriate in connection with the 3. INTELLECTUAL PROPERTY
Service; (viii) have sole responsibility for the accuracy, RIGHTS.
quality, integrity, legality,reliability and appropriateness of (a) Origami Intellectual Property Rights.As
all Client Data; (ix) transmit Client Data only in an between Origami and Client, Origami owns all right, title
encrypted format, to be mutually agreed by the parties; (x) and interest, including all related Intellectual Property
obtain all consents and authorizations from any third parties Rights in and to,or related to the Service and Work Product,
that Client requires in order for Origami to provide'the including all software programs contained therein. To the
Service and perform the Professional Services,and(xi)take extent that any such Intellectual Property Rights do not
such other actions as are required of Client pursuant to this otherwise vest in Origami or its licensors, Client hereby
Agreement, including any Statement of Work. agrees to promptly assign such Intellectual Property Rights
0) Client Warranty. The parties to Origami or its licensors, and to do all other acts
acknowledge and agree that during the teen of this reasonably necessary to perfect Origami's or its licensors'
Agreement a Client Party or other third parties may disclose ownership thereof, without additional consideration of any
certain Client Data, including personally identifiable data kind.The Origami name,the Origami logos,and the product
regarding employees or other individuals,to Origami for the names associated with the Service are trademarks of
benefit of a Client Party. Client represents and warrants to Origami or third parties, and no right or license is granted
Origami that:(i)each such Client Party,and such other third with respect to their use. The Service may contain
parties are authorized to collect, use and disclose the Client intellectual property belonging to third parties. All such
Data to Origami for use and storage pursuant to this intellectual property is and shall remain the property of its
Agreement;(ii)such disclosure,use or storage does not and respective owners. Except for the limited rights expressly
shall not violate applicable law or,if applicable,such Client granted herein, all right, title and interest in and to the
Party's agreements with or privacy notices to individuals Service and Work Product are reserved by Origami, and,
with respect to whom the Client Data relates;and(iii)Client except as expressly granted herein,nothing contained in this
shall not request Origami to use,store,disclose or otherwise Agreement shall be construed as conferring any right,title,
process Client Data in any manner that would not be interest or license with respect to the Service or Work
permissible under applicable law or, if applicable, such Product upon Client, by implication,estoppel or otherwise.
Client Party's agreements with or privacy notices to In addition, Client agrees and acknowledges that Origami
individuals with respect to whom the Client Data relates, if shall have an unlimited right to incorporate into any
done by Client. updates, upgrades, or modifications to the Service all
(k) Non-Origami Events. Client suggestions, ideas, enhancement requests, feedback,
acknowledges and agrees that Origami shall not be recommendations or other information provided by Client
responsible or liable for any delay or failure in its or any User relating to the Service. Such Service, as
performance of any duties or obligations pursuant to this updated,upgraded,or modified,shall be owned by Origami
Agreement, including any Statement of Work, if such as provided in this Section. Client expressly acknowledges
delays or failures result or arise from any(1)act or omission and agrees that the Work Product shall not constitute work
of any Client Party, including any delays in their made-for-hire under the United States Copyright Act, and
performance or cooperation with respect to the obligations that Origami shall have the exclusive right to protect the
or warranties set forth in this Agreement or any Statement Work Product by patent, copyright, or any other means.
of Work; (2) failure of any Client Party's equipment or Work Product shall be made available to Client as part of
the Service to the extent set forth in the Statement of Work,
software (other than the Service); or (3) Force Majeure and Client shall have no other right to use any Work
Event. Product. Nothing in this Section shall affect the ownership
(1) Mobile Service. The Service may include by Client of all Client Data as provided below or other
certain services that are available via a mobile device, Client proprietary information.
including the ability to access certain features through an
application downloaded and installed on a mobile device. (b) Client Data. Client Data shall be
Con
Client acknowledges and agrees that Client Data may be Confidential Information of Client under this Agreement.
Client shall own all right, title and interest in and to the
stored locally on a mobile device as part of such service and
that the physical security of any mobile device used to Client Data,which shall never be deemed to be the Service
3
ORIGAMI RISK CONFIDENTIAL
or Work Product, even if delivered or incorporated Statement of Work or as otherwise agreed by the parties.
therewith. Origami shall have no responsibility, Fees shall be due within 30 days of invoice date. Payments
whatsoever, for the accuracy, quality, integrity, legality, remitted after 30 days shall bear interest at one percent per
reliability, appropriateness, and intellectual property month.
ownership of Client Data, and Origami shall not review, 5. CONFIDENTIALITY.
monitor or check the Client Data except as necessary to
provide the Service to Client. Origami shall not be (a) Confidential Information. Each party
responsible or liable, in any way, for the deletion, acknowledges and agrees that during the term of this
destruction, damage or loss of any Client Data through no Agreement it may be furnished with or otherwise have
fault of Origami or its providers without limiting Origami's access to Confidential Information of the other party. The
liability to maintain backup data as set forth in the Statement party that has received Confidential Information (the
of Work. Upon Client's written request within 30 days "Receiving Party"), in fulfilling its obligations under this
following the termination of this Agreement, and if Client Section, shall exercise the same degree of care and
has paid all invoiced fees, Origami will at its expense protection with respect to the Confidential Information of
provide electronic files to Client in delimited text format the party that has disclosed Confidential Information to the
containing Client's Client Data. Subject to Origami's Receiving Party (the "Disclosing Party") that it exercises
confidentiality obligations set forth in this Agreement, with respect to its own Confidential Information, but in no
Client agrees that Origami may use de-identified and event shall the Receiving Party exercise less than a
aggregated Client Data to compile and sell databases of risk reasonable standard of care.The Receiving Party shall only
management information. use, access and disclose Confidential Information as
necessary to fulfill its obligations under this Agreement,
(c) Notices of Infringement. In the event including any Statement of Work,or in exercise of its rights
Client discovers or is notified of an actual or suspected expressly granted hereunder. Receiving Party shall not
infringement of the rights of Origami or its licensors in or directly or indirectly disclose, sell, copy, distribute,
to the Service or any unauthorized access to or use of the republish, create derivative works from, demonstrate or
Service (each, an "Infringement"), Client shall promptly allow any third party to have access to any of Disclosing
notify Origami of such known or suspected Infringement Party's Confidential Information; provided that: (i)
and terminate such Infringement to the extent within Receiving Party may disclose the Disclosing Party's
Client's control.Client agrees to reasonably cooperate with Confidential Information to its Affiliates who have a need
and assist Origami (at Origami's sole expense) in to know; (ii)Origami shall have a right to disclose Client's
protecting,enforcing and defending Origami's rights in and Confidential Information to Client's Affiliates and service
to the Service. providers, and Origami's employees and other agents; and
4. FINANCIAL TERMS. (iii) all use of the Disclosing Party's Confidential
Information shall be subject to all the restrictions set forth
(a) Fees. Client shall pay to Origami the Fees in this Agreement. All Intellectual Property Rights with
set forth in any Statement of Work or as otherwise agreed respect to the Service and Work Product shall be deemed to
in writing by the parties. be Confidential Information of Origami under this
(b) Expenses. Client shall 'reimburse Origami Agreement. This Agreement shall not be deemed to be
for all pre-authorized in writing, reasonable, documented Confidential Information.
out of pocket travel, lodging, meal and other expenses (b) Exclusions. The following information
reasonably incurred by Origami in the course of performing shall not be considered Confidential Information subject to
the Service. this Section: (i) information that is publicly available or
(c) Taxes. Client shall be liable for any taxes later becomes available other than through a breach of this
(including without limitation sales, use, excise and gross Agreement; (ii) information that is known to the Receiving
receipts taxes), charges, tariffs, and duties and any interest Party or its employees, agents or representatives prior to
and penalties arising under this Agreement,excluding taxes such disclosure or is independently developed by the
based upon Origami's income. All such taxes may be Receiving Party or its employees,agents or representatives
included in amounts.invoiced by Origami to Client. To the subsequent to such disclosure; or (iii) information that is
extent that Client is tax exempt, Origami will not invoice subsequently lawfully obtained by the Receiving Party or
for any such taxes. its employees, agents or representatives from a third party
without obligations of confidentiality. If the Receiving
(d) Payments. All Fees under this Agreement Party is required by law (including due to any applicable
shall be payable by Client in accordance with the applicable open records laws)to disclose any portion of the Disclosing
Party's Confidential Information, Receiving Party shall
4
ORIGAMI RISK CONFIDENTIAL
give prior timely notice of such disclosure to Disclosing an error/bug fix as may be necessary to correct the
Party to permit Disclosing Party to seek a protective or nonconformity.
similar order, and, absent the entry of such an order, (b) Professional Services Warranty.Origami
Receiving Party shall disclose only such Confidential represents and warrants that the Professional Services shall
Information as is necessary be disclosed in response to such be performed in a professional and commercially
subpoena,court order or other similar document. reasonable manner consistent with the standard of care
(c) Survival. The obligations set forth in this exercised by Origami in performing similar services for
Section shall expire two years after termination of this other clients. Client's sole remedy for breach of this
Agreement;provided that the confidentiality obligations for warranty shall be re-performance of the nonconforming
Confidential Information constituting trade secrets shall Professional Services, provided that Origami must have
survive as long as such information continues to constitute received written notice of the nonconformity from Client no
Confidential Information. later than 30 days after the original performance of the
6. TERM AND TERMINATION, applicable Professional Services by Origami.
(a) Term.This Agreement shall commence on (c) Disclaimers.
the Effective Date and remain in effect for five years,unless (i) EXCEPT AS OTHERWISE
terminated sooner in accordance with this Section. EXPRESSLY STATED IN THIS AGREEMENT,
Thereafter, this Agreement may be extended for an ORIGAMI MAKES NO WARRANTY OR
additional five years by mutual agreement of the parties. REPRESENTATION WHATSOEVER, EITHER
(b) Termination. This Agreement may be EXPRESS, IMPLIED OR STATUTORY, WITH
terminated by either party if the other party breaches any RESPECT TO THE SERVICE, WORK PRODUCT,
material term and fails to cure such breach within 30 days PROFESSIONAL SERVICES, OR ANY OTHER
after receipt of written notice thereof. If Client terminates SERVICES PROVIDED HEREUNDER OR THE USE
the Agreement for Origami's breach in accordance with this THEREOF BY CLIENT AND ITS USERS, INCLUDING
Section, Origami shall refund to Client, within 45 days of QUALITY, PERFORMANCE, MERCHANTABILITY,
the effective date of such termination, any prepaid but FITNESS FOR A PARTICULAR PURPOSE OR NON-
unearned Fees paid to Origami in advance by Client. INFRINGEMENT, AND ORIGAMI HEREBY
DISCLAIMS THE SAME. ' EXCEPT AS OTHERWISE
(c) Events Upon Termination. Upon the SET FORTH IN THIS AGREEMENT, ORIGAMI AND
termination of this Agreement: (i)Origami shall deactivate ITS LICENSORS DO NOT REPRESENT OR WARRANT
the Permissions and cease providing the Service to Client, THAT: (a) THE USE OF THE SERVICE WILL BE
and Client and its Users shall cease use of the Service;and UNINTERRUPTED OR ERROR-FREE; OR (b) THE
(ii)Origami shall invoice Client for all accrued Fees and all SERVICE WILL MEET CLIENT'S REQUIREMENTS
reimbursable expenses. Client shall pay the invoiced OR EXPECTATIONS; OR (c) ALL ERRORS OR
amounts, including from previously issued invoices,within DEFECTS IN THE SERVICE WILL BE CORRECTED.
30 days of the date of such invoice. (ii) CLIENT ACKNOWLEDGES
(d) Survival. Except as otherwise set forth AND AGREES THAT THE SERVICE IS A TOOL TO BE
herein,in the event of termination of this Agreement for any USED BY CLIENT IN THE COURSE OF EXERCISING
reason,the provisions of Sections 2(i),20},2(k),3,5,6(c), ITS PROFESSIONAL JUDGMENT. THE SERVICEMAY BE SUBJECT TO LIMITATIONS,DELAYS,AND
obligations,
7(c), and 8 through 12, as well as all payment OTHER PROBLEMS INHERENT IN THE USE OF THE
obligations,shall survive. INTERNET AND ELECTRONIC COMMUNICATIONS.
7. LIMITED WARRANTY. ORIGAMI IS NOT RESPONSIBLE FOR ANY DELAYS,
(a) Service Warranty. Origami warrants that DELIVERY FAILURES, OR OTHER DAMAGE
the Service will perform in all material respects in RESULTING FROM SUCH PROBLEMS OUTSIDE OF
accordance with the Documentation when used in ITS REASONABLE CONTROL.NO ORIGAMI AGENT
accordance with the terms of this Agreement on the OR EMPLOYEE IS AUTHORIZED TO MAKE ANY
hardware and with the third-party software specified by EXPANSION, MODIFICATION OR ADDITION TO
Origami from time to time. Client's initial remedy for any THIS LIMITATION AND EXCLUSION OF
breach by Origami of the warranty provided in this Section WARRANTIES IN THIS AGREEMENT.
shall be replacement of the nonconforming Service, at (iii) Origami shall not be responsible
Origami's sole expense, as described herein. Origami shall for: (A) any non-conformities of the Service with
deliver to Client replacement Service,a work-around and/or Documentation, omissions, delays, inaccuracies or any
5
ORIGAMI RISK CONFIDENTIAL
other failure caused by a Client Party's computer systems, all documents each Client Party may receive relating
hardware or software(other than the Service), including by thereto.
interfaces with such third party software, or anyt 9. INSURANCE
inaccuracies that such systems may cause . within the
Service;or(B)any data that Origami receives from a Client Origami shall procure and carry,at its sole cost
Party or third party sources and including the data's and expense through the life of this Agreement,
accuracy or completeness, or Client's claim handling or insurance protection as hereinafter specified,carried
other decisions. Origami disclaims any liability for with an insurance company authorized to transact
interception of any such data or communications, including business in the state of Texas.
of encrypted data. Client agrees that Origami shall have no Origami shall obtain and maintain in full force
responsibility or liability for any damages arising in and effect during the term of this Agreement,
connection with access to or use of the Service by any Client commercial general liability, professional liability,and
Party,other than as authorized by this Agreement. automobile liability coverage with insurance carriers
8. INDEMNIFICATION BY ORIGAMI. admitted to do business in the state of Texas. The
insurance companies must carry a Best's Rating of A-
(a) Indemnification. Origami agrees to VII or better. The policies will be written on an
indemnify, defend, settle, or pay any third party claim or occurrence basis(other than professional liability and
action against a Client Party for infringement of any U.S. cyber),subject to the following minimum limits of
patent or copyright arising from Client's use of the Service liability:
in accordance with this Agreement. If the Service or any Cyber Liability
part of the Service is held to infringe and the use thereof is Combined Single Limit:
enjoined or restrained or, if as a result of a settlement or $5,000,000
compromise, such use is materially adversely restricted,
Origami shall, at its own expense and as Client's sole General Liability:
remedy therefor, either: (i) procure for Client the right to Combined Single Limit:
continue to use the Service; or (ii) modify the Service to $1,000,000
make it non-infringing, provided that such modification
does not materially adversely affect Client's authorized use Automobile Liability:
of the Service;or(iii)replace the Service with a functionally Combined Single Limit for any non-owned or
equivalent non-infringing program at no additional charge hired auto: $1,000,000
to Client; or (iv) if none of the foregoing alternatives is
reasonably available to Origami, terminate this Agreement
and refund to Client any prepaid but unearned Fees paid to Employer's Liability:
Combined Single Limit: $500,000
Origami in advance by Client prior to the effective date of
the termination. The City shall be granted additional insured status
(b) Exclusions. Origami's indemnification on the General Liability policy with waiver of
obligations under Section 8(a) shall not apply where the subrogation under all policies (other than
claim is based in whole or in part on: (i) modifications to professional liability and cyber). Origami, or their
the Service or any component thereof made by anyone other agent, shall provide to the City evidence of
than Origami or on behalf of Origami;(ii)use of any Service coverage.
in combination with a product not supplied by Origami;(iii) Origami shall elect to obtain worker's
use of any Service other than in accordance with this compensation coverage pursuant to Section
Agreement and the Documentation. 406.002 of the TEXAS LABOR CODE. Further,
(c) Conduct.Origami shall have the sole right Origami shall maintain said coverage throughout
to conduct the defense of any such infringement claim or the term of this Agreement and shall comply with
action and all negotiations for its settlement or compromise, all provisions of Title 5 of the TEXAS LABOR CODE
and to settle or compromise any such claim. Client agrees to ensure that the Origami maintains said coverage.
to cooperate and ensure that each Client Party cooperates Origami may maintain Occupational Accident and
with Origami in doing so. Client agrees to give Origami Disability Insurance in lieu of Worker's
prompt written notice, in no case longer than within seven Compensation. In either event, the policy must be
days of receipt or discovery, of any threat, warning, or endorsed to include a waiver of subrogation in favor
notice of any such claim or action, with copies of any and of the City of Lubbock and evidence of coverage
shall be provided to the City.
6
ORIGAMI RISK CONi'IDENTIAL
If at any time during the life of the on the lists of prohibited entities and persons maintained by
Agreement or any extension hereof, Origami fails such office, currently available at
to maintain the required insurance in full force and http://www.ustreas. ova /ofac.
effect,Origami shall be in breach hereof. (b) Disclaimer. Origami makes no
representation that the Service is appropriate or available for
10. LIMITATION OF LIABILITY. use in other locations. If Client uses the Service from
(a) Disclaimer of Damages. IN NO EVENT outside the United States of America and/or the European
WILL ORIGAMI BE LIABLE FOR ANY INDIRECT, Union, Client is solely responsible for compliance with all
SPECIAL, PUNITIVE, INCIDENTAL OR applicable laws,including export and import regulations of
CONSEQUENTIAL DAMAGES ARISING UNDER OR other countries. Any diversion of the Service contrary to
IN CONNECTION WITH THIS AGREEMENT, THE United States or European Union (including European
SERVICE OR THE PROFESSIONAL SERVICES, Union Member States) law is prohibited.
WHETHER BASED IN CONTRACT,TORT,INTENDED 12. GENERAL.
CONDUCT OR OTHERWISE, INCLUDING WITHOUT (a) Notices. Any notice, request, demand or
LIMITATION, DAMAGES RELATING TO THE LOSS other communication (each, a "Notice") given pursuant to
OF PROFITS, INCOME, GOODWILL OR REVENUE, this Agreement must be in writing and delivered to the other
COSTS INCURRED AS A RESULT OF DECISIONS party by either personal delivery, Certified Mail (return
MADE IN RELIANCE ON THE SERVICE, LOSS OF receipt requested and postage prepaid), nationally
USE OF THE SERVICE OR ANY OTHER SOFTWARE recognized overnight courier (with all fees prepaid) or e-
OR OTHER PROPERTY, LOSS OF DATA, THE COSTS mail at the address of such party listed on the signature page
OF RECOVERING OR RECONSTRUCTING SUCH to this Agreement. Notices sent via e-mail will be deemed
DATA OR THE COST OF SUBSTITUTE SOFTWARE, delivered upon the recipient's confirmation of receipt. A
SERVICES OR DATA, OR FOR CLAIMS BY THIRD party may change its address by giving Notice pursuant to
PARTIES, EVEN IF ADVISED OF THE POSSIBILITY
this Section.
OF SUCH DAMAGES.
(b) Limitation of Liability. UNDER NO (b) Assignment. Neither party shall have the
CIRCUMSTANCES SHALL ORIGAMI'S AGGREGATE right to assign, transfer, or sublicense any obligations or
MAXIMUM LIABILITY ARISING UNDER OR IN benefit under this Agreement without the prior written
CONNECTION WITH THIS AGREEMENT, THE consent of the other party; provided, however, that no
SERVICE OR THE PROFESSIONAL SERVICES written consent shall be required to assign or transfer this
EXCEED THE PAYMENTS ACTUALLY MADE TO Agreement to any parent or wholly owned subsidiary of a
ORIGAMI HEREUNDER DURING THE 12 MONTHS party, and furtherprovided that Origami may assign or
PRECEDING THE DATE ON WHICH ANY CLAIM IS transfer this Agreement without Client's prior written
MADE AGAINST ORIGAMI. consent to a successor by way of a merger,acquisition,sale,
transfer or other disposition of all or substantially all of its
H. EXPORT CONTROL. assets. Except as otherwise provided herein,this Agreement
(a) Export.Client shall not export or re-export shall be binding on and inure to the benefit of the respective
the Service or any Work Product without the prior written successors and permitted assigns of the parties.
authorization of Origami and, as may be required under {c) Third Party Beneficiaries. This
United States laws and regulations, the prior written Agreement does not and is not intended to confer any rights
authorization of the United States Department of Commerce or remedies upon any party other than the parties to this
or other relevant agency of the United States Government. Agreement.
Client also agrees that it will not knowingly export or re- (d) [RESERVED]
export, directly or indirectly, the Service or any Work
Product (i) that it knows will directly assist in the design, (e) Entire Agreement; Amendments. This
development, production, stockpiling or use of missiles, Agreement (including all exhibits, appendices, schedules
nuclear weapons or cliemical/biological weapons;(ii)to any and attachments hereto) constitutes the final agreement
entity on the Department of Commerce Entity List or any between the parties.All prior and contemporaneous oral and
person or entity on the Department of Commerce Denied written communications, negotiations and agreements
Persons List, each currently available at between the parties on the matters contained in this
http://www.bis.doc.gov; or (iii) to any country Subject to Agreement, including, without limitation, any
sanctions administered by the Department of the Treasury's nondisclosure or confidentiality agreements entered into
Office of Foreign Assets Control or to any person or entity
7
ORIGAMI RISK CONFIDENTIAL
between the parties prior to the date of this Agreement, are Agreement or Client's breach of Section 2, 3 or 5 of this
expressly merged into and superseded by this Agreement. Agreement; and (ii) breach of any such provision of this
No terms or conditions contained in any purchase order Agreement would result in ongoing damages to the non-
shall amend this Agreement or shall otherwise constitute an breaching party that could not be adequately compensated
agreement between the parties.The parties may amend this by monetary damages. Accordingly,each party agrees that
Agreement only by a written agreement of the parties that in the event of any actual or threatened breach of any such
identifies itself as an amendment to this Agreement. provision of this Agreement, the non-breaching party shall
be entitled, in addition to all other rights and remedies
(f) Waivers. The parties may waive any existing in its favor at law, in equity or otherwise, to seek
provision in this Agreement only by a writing executed by injunctive or other equitable relief (including without
the party against whom the waiver is sought to be enforced. limitation a temporary restraining order, a preliminary
No failure or delay in exercising any right or remedy, or in injunction and a final injunction)against the other party to
requiring the satisfaction of any condition, under this prevent any actual or threatened breach of any such
Agreement, and no act, omission or course of dealing provision and to enforce this Agreement specifically,
between the parties,operates as a waiver or estoppel of any without the necessity of posting a bond or other security or
right,remedy or condition.- A waiver once given is not to be of proving actual damages.
construed as a waiver on any future occasion or against any (k) Counterparts. This Agreement may be
other person. executed in counterparts, each of which will be deemed an
(g) Severability: In the event that any original but all of which together shall constitute one and
provision of this Agreement shall be detennined to be the same Agreement.
illegal or unenforceable, such provision shall be limited or
eliminated to the minimum extent necessary so that this
Agreement shall otherwise remain in full force and effect
and enforceable.
(h) Governing Law; Venue. The laws of the
State of Texas(without giving effect to its conflicts of law
principles) govern all matters arising out of or relating to
this Agreement and the transactions it contemplates,
including, without limitation, its interpretation,
construction,performance and enforcement. Any legal suit;
action or proceeding arising out of or relating to this
Agreement shall be instituted exclusively in the courts of
Lubbock County in the State of Texas.
(i) Force Majeure. Neither party shall have
any liability for any failure or delay in performance of its
obligations under this Agreement (except for payment)
because of circumstances beyond its reasonable control,
including without limitation, acts of God, fires, floods,
earthquakes, wars, civil disturbances, terrorism, sabotage,
accidents, unusually severe weather, labor disputes,
governmental actions, power failures, viruses that are not
preventable through generally available retail products,
inability to obtain labor,material or equipment,catastrophic
hardware failures, usage spikes, attacks on servers, or any
inability to transmit or receive information over the Internet
(each, a "Force Majeure Event"), nor shall any such
failure or delay give any party the right to terminate this
Agreement.
0) 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
8
ORIGAMI RISK CONFIDENTIAL
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
ORIGAMI RISK
LLC CITY OF LUBBO TEXAS
y Onpen�gnY
X14
By:
Daniel M. Pope, Mayor
Name: Jonathan Nichols
(Print Name)
ATTEST:
Title: COO
Address: 222 N. LaSalle St.
Suite 2125 Rebe t
a Garza, City Secretat
Chicago, IL 60601
Email: legal Cq2.origamirisk.com APPR ED AS TO CONTENT:
Leisa Hutcheson, Director of Human Resources
and Risk Management
APPROVED AS TO FORM:
CT1lay el ,Assistant City Attorney
ORIGAh71 RISK CONFIDENTIAL
EXHIBIT A
STATEMENT OF WORK
This Statement of Work("SOW")describes services to be performed by Origami Risk LLC("Origami")for the City of
Lubbock,Texas("Client").This Statement of Work 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.
PURPOSE
The purpose of this SOW is to renew Client's subscription to Origami's Risk Management Information System(RMIS)
(the"Service")as set forth in this SOW. The term of this SOW shall begin on March 9,2020 and shall continue for a
duration of five years.
LICENSES
Base Functionality
Functionalitv 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)
*Origami offers other base functionality(e. .,Claims Adjudication and Policy Underwriting and Issuance)not included under this SOW.
User Licenses
License Quanti-q 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 2 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.
Non-Named User Access Licenses
License Selected _Quantity Description
Enterprise Wide Ycs 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 QuantijX 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.
Page i
ORIGAMI RISK CONFIDENTIAL
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 No Not Included This license provides optical character recognition(OCR)functionality for mapping
s ecilred data from scanned documents to data fields within the Service.
Certificate of No 0 Insureds over This license provides certificate of insurance tracking for third party insureds,such as
Insurance Tracking initial 100 tenants,vendors,contractors or customers. The first 100 insureds are provided at no
additional cost,and this license provides the ability to track certificates for more than
100 insureds.
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. The first 500 messages per year are provided
at no additional cost,and this license provides the ability to send more than 500
messages per year.
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. The first 500 messages per year are provided at no additional
cost,and this license provides the ability to send more than 500 messages per year.
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.
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 FROI/SROI 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 Cnvelones This license provides the ability to tag mail merge documents with electronic
Integration* si nature fields,authenticating through a third-party eSi nature 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 25,000 claims and incidents. In addition,Origami will provide 50GB of
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 internet accessible environment. Origami will backup Client data at
periodic intervals each day.
Page ii
ORIGAMI RISK CONFIDENTIAL
ONGOING SUPPORT
Carrier/TPA Claims Data Ongoing Processing
Origami will:
Process the claim data updates received from Client data providers as follows:
- Texas Municipal League: Claims, Financial Transactions processed Monthly
- Texas Political Subdivisions Joint Self Insurance Fund: Claims, Financial Transactions processed Monthly
- Texas Mutual Insurance Company: Claims processed Monthly
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 3"' Party Systems
Origami will:
- Maintain import routines and schedules required to accommodate imports from third party systems listed below:
■ Employee_COL_YYYYMMDD.pipe.pgp
■ Vehicle_COL_YYYYMMDD.pipe.pgp
- Maintain export routines and schedules required to accommodate exports to third party systems listed below:
■ WC File Attachments to Laserfiche
Client will:
- Ensure the ongoing performance of import and export responsibilities of each 3"'party system.
Professional Services
This SOW includes up to 50 hours of Professional Services in the first year, up to 50 hours in the second year, up to 50
hours in the third year, up to 50 hours in the fourth year, and up to 50 hours in the fifth year. Professional Services
include any work performed by Origami professionals on behalf of Client. Examples include:
• Helpdesk support for users
• 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
Page in
ORIGAMI RISK CONFIDENTIAL
PRICING AND INVOICE SCHEDULE
The current price for the licenses and services listed above in this SOW is$64,000 per year. Prior to the end of each
contract year,Origami shall conduct a true-up,whereby Origami will calculate the cost for the licenses and services in this
SOW and any licenses and services added following the effective date of this SOW, based on Origami's then-current
pricing.
Such payments will be invoiced and due as follows:
03/09/2020-$64,000
03/09/2021 -$64,000(plus any true-up adjustments)
03/09/2022-$64,000(plus any true-up adjustments)
03/09/2023-$64,000(plus any true-up adjustments)
03/09/2024-$64,000(plus any true-up adjustments)
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 at Origami's then-
current rate. Currently,the hosting fees are as follows:
-Current annual fee for hosting of up to 25,000 Claims/Incidents=$15,000
-Annual fee for hosting of 25,001-50,000 Claims/Incidents=$25,000
-Annual fee for hosting of 50,001-100,000 Claims/Incidents=$35,000
-Current annual hosting fee includes 50GB of searchable File Attachment hosting
-Additional searchable File Attachment hosting is$2,500 per 50GB per year
2.Additional Professional Service hours will be invoiced as incurred at Origami's then-current unbundled rate. Bundled
hours(minimum of 10)may be added prior to the start of each contract year at Origami's bundled rate listed within
Exhibit A.
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.
Page iv
ORIGAMI RISK CONFIDENTIAL
EXHIBIT B
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.An incremental 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.
Page vi
ORIGAMI RISK CONFIDENTIAL
• 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 o,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 supportt_origamirisk.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 SSL with 256 bit encryption for all communications over http. Production Origami databases are fully
encrypted using 256 bit AES encryption.
Claim,Transaction, and Notes data sent to the Origami Risk FTP 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.
Page vii