HomeMy WebLinkAboutResolution - 2017-R0098 - Origami Risk, LLC - 03/09/2017Resolution No.2017-R0098
Item No.6.11
March 9,2017
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.13006 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.
Passedbythe City Council on March 9.2017
DANIEL M.POPE,MAYOR
ATTEST:
di>b(^-e.
Rebecca Garza,City Secijeta
APPRj3VErXA*TCreeNTENT:
Leisa Hutcheson,Director of Human Resources
and Risk Management
APPROVED AS TO FORM:
Jeff Hartsell,Assistant City Attorney
vw:ccdocs/RES.Contract-Origami Risk, LLC
February 8,2017
Resolution No. 2017-- R0098
ORIGAMI RISK CONFIDENTIAL
SOFTWARE SUBSCRIPTION AGREEMENT
This SOFTWARE SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of March 9, 2017 (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:
1.
"Affiliate" means, with respect to a party, its parent
company and subsidiaries and/or controlled corporations or
entities which are directly or indirectly controlled.
"Client Data" means the data provided or inputted
by or on behalf of Client or any User or Affiliate of Client
for use with the Service.
"Client Party" means Client and each of its
Affiliates and Users.
"Confidential Information" means all
confidential and proprietary information of a party,
including, without limitation, business plans, strategies,
products, software, source code, object code, clients, data
models, discoveries, inventions, developments, know-how,
improvements, works of authorship, concepts, or
expressions thereof, whether or not subject to patents,
copyright, trademark, trade secret protection or other
intellectual property right protection.
"Customizations" means specifically modified
reports, dashboard panels, or other configurations, features
or modules of the Service customized for Client.
"Documentation" means all user guides, videos,
embedded help text, and other reference materials generally
furnished with respect to the Service, whether in printed or
electronic format.
"Fees" means the fees payable pursuant to this
Agreement as set forth in any Statement of Work.
"Intellectual Property Rights" means worldwide
intellectual and proprietary property owned or properly
licensed by a party and all intellectual or proprietary
property rights subsumed therein, including copyright,
patent, trademark (including goodwill), trade dress, trade
secret and know-how rights.
"Professional Services" means professional
services provided by Origami to Client as set forth in any
Statement of Work.
"Service" means Origami's software -as -a -service
identified in the Statement of Work and accessible by Client
via https:\\Iive.OrigainiRisk.com or another designated web
site or IP address, rendered to Client by Origami.
"Statement of Work" means any statement of
work entered into and mutually approved in writing by the
parties pursuant to this Agreement from time to time. The
initial Statement of Work is attached hereto as Exhibit A.
"User" means any employee, contractor, agent,
customer, investor, consultant or service provider of Client
or any of Client's Affiliates who uses or accesses the
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's Affiliates.
"Work Product" means Customizations and any
software, programming, tools, documentation, and
materials that are used, created, developed, or delivered by
Origami to Client in connection with Customizations, and
all Intellectual Property Rights subsumed therein.
SERVICE.
(a) Service. Subject to the terms and
conditions of this Agreement, during the term of this
Agreement, Origami shall grant Client a non-exclusive right
to permit its Users to access the Service via the Internet.
Client, its Affiliates and Users may use the Service solely
for internal business of Client, its Affiliates and Users.
Users shall use the Service in accordance with this
Agreement and the applicable Statement of Work and
Documentation.
(b) Storage. Client may store Client Data
through the Service up to the amount set forth on the
Statement of Work. If the amount of storage used exceeds
this limit, Client will be charged, on a monthly basis, the
excess storage fees pursuant to the Statement of Work.
(c) Service Level Agreement. Origami's
Service Level Agreement with respect to the Service is set
forth as Exhibit B. Any Excluded Event (as defined in such
Service Level Agreement) and any unavailability of the
Service that does not constitute a failure of the Availability
Requirement set forth in such Service Level Agreement
shall not constitute a breach of this Agreement.
(d) Restrictions. Nothing in this Agreement
shall be construed as a grant to Client of any right to, and
Client shall not, and shall not permit any User or any other
third party to: (i) reproduce, license, sublicense, sell, resell,
transfer, assign, distribute or otherwise commercially
exploit or make available to any third party the Service or
any portion thereof; (ii) distribute, disclose or allow use of
any of the Service, or any portion thereof, in any format,
through any timesharing service, service bureau, network or
by any other means, to or by any third party; (iii) decompile,
disassemble, or otherwise reverse engineer or attempt to
reconstruct or discover any source code or underlying ideas
or algorithms of the Service in any manner; (iv) create
ORIGAMI RISK
derivative works from, modify or alter any of the Service in
any manner whatsoever; (v) use or access the Service in a
manner that would reasonably be expected to damage,
disable, overburden, or impair any Origami servers or the
networks connected to any Origami server (and if any
access or use of the Service does damage, disable,
overburden, or impair any Origami servers or the networks
connected to any Origami server, then Client shall promptly
discontinue such access or use upon written notice of such
by Origami); (vi) take any action that would reasonably be
expected to interfere with any third parry's use and
enjoyment of the Service (and if any Client action does
interfere with any third parry's use and enjoyment of the
Service, then Client shall promptly discontinue such action
upon written notice of such by Origami); (vii) attempt to
gain unauthorized access to the Service, accounts, computer
systems, or networks connected to any Origami server;
(viii) use any robot, spider or other automatic device or
manual process to monitor or copy portions of the Service;
(ix) use the Service in a manner intended to abuse or violate
the privacy or property rights of others; (x) perform any
vulnerability scanning or penetration testing on the Service
or Origami's systems or networks without Origami's
explicit prior written consent for each such scan or test; or
(xi) access the Service in order to (A) build a competitive
product or service, or (B) build a product using similar
unique and confidential ideas, features, functions or
graphics of the Service.
(e) Users. Client may license the Service to the
number of authorized Users as set forth on the Statement of
Work. Each authorized User shall access and use the
Service (i) in accordance with the terms of this Agreement
and the applicable Statement of Work and Documentation,
and, (ii) when applicable, through a unique and reasonably
secure usernarne and password as further described in the
applicable Statement of Work or Documentation. The
Service allows Client to grant different levels of access to
Client Data, to different Users, as described in more detail
in the Statement of Work. It is Client's responsibility to
designate the applicable access to be granted to each User.
Client shall cause all Users to comply with all obligations
of Client hereunder, to the extent applicable to Users.
Except for Client's and its Affiliates' system administrators
where reasonably necessary for administrative or security
purposes, no User may use the username/user identification
or password of any other User. Client's failure to cause a
User to comply with the terms of this Agreement or any
uncured User noncompliance shall constitute a material
breach of this Agreement by Client.
(f) Third Party Access. Client shall also have
the right for Client and its Affiliates to permit third party
Users to access or use the Service in accordance with the
terms and conditions of this Agreement and the applicable
CONFIDENTIAL
Statement of Work, provided that each such third party User
has either agreed in writing in advance to be bound by at
least the same restrictions with respect to the Service as
Client or has agreed to Origami's click -through end user
license agreement upon such User's initial login to the
Service (either such agreement, a "Third Party User
Agreement"). Any rights granted hereunder or under a
Third Party User Agreement with respect to the Service to
third party Users shall expire or terminate immediately upon
the termination of this Agreement in accordance with its
terms. Client shall be fully responsible for (i) ensuring the
compliance of each Client Party with the terms and
conditions of this Agreement, the applicable Statement of
Work and Documentation, and the applicable Third Party
User Agreement, and (ii) all violations of the terns or
conditions of this Agreement, the applicable Statement of
Work and Documentation, and the applicable Third Party
User Agreement by each Client Party.
(g) Professional Services. During the term of
this Agreement, Origami will make available to Client
certain Professional Services to the extent set forth on the
Statement of Work. Client may also contract for expanded
services for additional days and hours in accordance with
Origami's then -current policies and prices.
Notwithstanding the foregoing, Origami will not be
obligated to provide any support required as a result of, or
with respect to, (i) Client's operating systems, networks,
hardware, or other related equipment of Client, or (ii)
Client's or any of its Users' use of the Service other than in
accordance with the applicable Statement of Work and
Documentation and as permitted under this Agreement.
(h) Security. Upon Client's written request to
Origami during the term of this Agreement (no more than
once in any 12-month period), Origami shall provide a copy
of its Service Organization Control (SOC) 2 audit report (or
an equivalent audit report or pursuant to a successor
standard) to Client, and such report shall contain an
unqualified opinion. Such audit report shall be deemed
Confidential Information under the terms of this
Agreement.
(i) Client Obligations. Client shall: (i)
provide Origami with reasonable access to Client's
premises as appropriate to enable Origami to perforn its
obligations hereunder; (ii) provide adequate resources to
participate in or facilitate the performance of the Service;
(iii) timely participate in meetings relating to the Service;
(iv) assign personnel with relevant training and experience
to work in consultation with Origami; (v) provide the
equipment required to operate the Service as set forth at
http://www.origamirisk.com/product-requirements; (vi)
safeguard the usernames, passwords and other security data,
methods and devices furnished to Client in connection with
ORIGAMI RISK
the Service and prevent unauthorized access to or use of the
Service and promptly notify Origami if it becomes aware of
any such unauthorized access or that the security of its
usernames or passwords has been compromised; (vii) be
responsible for Client networks, equipment and system
security required or appropriate in connection with the
Service; (viii) have sole responsibility for the accuracy,
quality, integrity, legality, reliability and appropriateness of
all Client Data; (ix) transmit Client Data only in an
encrypted format, to be mutually agreed by the parties; (x)
obtain all consents and authorizations from any third parties
that Client requires in order for Origami to provide the
Service and perform the Professional Services, and (xi) take
such other actions as are required of Client pursuant to this
Agreement, including any Statement of Work.
0) Client Warranty. The parties
acknowledge and agree that during the term of this
Agreement a Client Party or other third parties may disclose
certain Client Data, including personally identifiable data
regarding employees or other individuals, to Origami for the
benefit of a Client Party. Client represents and warrants to
Origami that: (i) each such Client Party, and such other third
parties are authorized to collect, use and disclose the Client
Data to Origami for use and storage pursuant to this
Agreement; (ii) such disclosure, use or storage does not and
shall not violate applicable law or, if applicable, such Client
Party's agreements with or privacy notices to individuals
with respect to whom the Client Data relates; and (iii) Client
shall not request Origami to use, store, disclose or otherwise
process Client Data in any manner that would not be
permissible under applicable law or, if applicable, such
Client Party's agreements with or privacy notices to
individuals with respect to whom the Client Data relates, if
done by Client.
(k) Non -Origami Events. Client
acknowledges and agrees that Origami shall not be
responsible or liable for any delay or failure in its
performance of any duties or obligations pursuant to this
Agreement, including any Statement of Work, if such
delays or failures result or arise from any (1) act or omission
of any Client Party, including any delays in their
performance or cooperation with respect to the obligations
or warranties set forth in this Agreement or any Statement
of Work; (2) failure of any Client Party's equipment or
software (other than the Service); or (3) Force Majeure
Event.
(1) Mobile Service. The Service may include
certain services that are available via a mobile device,
including the ability to access certain features through an
application downloaded and installed on a mobile device.
Client acknowledges and agrees that Client Data may be
stored locally on a mobile device as part of such service and
that the physical security of any mobile device used to
CONFIDENTIAL
access such services is Client's responsibility. If Client or
any User elects to store data on a mobile device, Origami
shall not be responsible for any loss of Client Data or any
other data on such device.
3. INTELLECTUAL PROPERTY
RIGHTS.
(a) Origami Intellectual Property Rights. As
between Origami and Client, Origami owns all right, title
and interest, including all related Intellectual Property
Rights in and to, or related to the Service and Work Product,
including all software programs contained therein. To the
extent that any such Intellectual Property Rights do not
otherwise vest in Origami or its licensors, Client hereby
agrees to promptly assign such Intellectual Property Rights
to Origami or its licensors, and to do all other acts
reasonably necessary to perfect Origami's or its licensors'
ownership thereof, without additional consideration of any
kind. The Origami name, the Origami logos, and the product
names associated with the Service are trademarks of
Origami or third parties, and no right or license is granted
with respect to their use. The Service may contain
intellectual property belonging to third parties. All such
intellectual property is and shall remain the property of its
respective owners. Except for the limited rights expressly
granted herein, all right, title and interest in and to the
Service and Work Product are reserved by Origami, and,
except as expressly granted herein, nothing contained in this
Agreement shall be construed as conferring any right, title,
interest or license with respect to the Service or Work
Product upon Client, by implication, estoppel or otherwise.
In addition, Client agrees and acknowledges that Origami
shall have an unlimited right to incorporate into any
updates, upgrades, or modifications to the Service all
suggestions, ideas, enhancement requests, feedback,
recommendations or other information provided by Client
or any User relating to the Service. Such Service, as
updated, upgraded, or modified, shall be owned by Origami
as provided in this Section. Client expressly acknowledges
and agrees that the Work Product shall not constitute work
made -for -hire under the United States Copyright Act, and
that Origami shall have the exclusive right to protect the
Work Product by patent, copyright, or any other means.
Work Product shall be made available to Client as part of
the Service to the extent set forth in the Statement of Work,
and Client shall have no other right to use any Work
Product. Nothing in this Section shall affect the ownership
by Client of all Client Data as provided below or other
Client proprietary information.
(b) Client Data. Client Data shall be
Confidential Information of Client under this Agreement.
Client shall own all right, title and interest in and to the
Client Data, which shall never be deemed to be the Service
ORIGAMI RISK
or Work Product, even if delivered or incorporated
therewith. Origami shall have no responsibility,
whatsoever, for the accuracy, quality, integrity, legality,
reliability, appropriateness, and intellectual property
ownership of Client Data, and Origami shall not review,
monitor or check the Client Data except as necessary to
provide the Service to Client. Origami shall not be
responsible or liable, in any way, for the deletion,
destruction, damage or loss of any Client Data through no
fault of Origami or its providers without limiting Origami's
liability to maintain backup data as set forth in the Statement
of Work. Upon Client's written request within 30 days
following the termination of this Agreement, and if Client
has paid all invoiced fees, Origami will at its expense
provide electronic files to Client in delimited text format
containing Client's Client Data. Subject to Origami's
confidentiality obligations set forth in this Agreement,
Client agrees that Origami may use de -identified and
aggregated Client Data to compile and sell databases of risk
management information.
(c) Notices of Infringement. In the event
Client discovers or is notified of an actual or suspected
infringement of the rights of Origami or its licensors in or
to the Service or any unauthorized access to or use of the
Service (each, an "Infringement"), Client shall promptly
notify Origami of such known or suspected Infringement
and terminate such Infringement to the extent within
Client's control. Client agrees to reasonably cooperate with
and assist Origami (at Origami's sole expense) in
protecting, enforcing and defending Origami's rights in and
to the Service.
4. FINANCIAL TERMS.
(a) Fees. Client shall pay to Origami the Fees
set forth in any Statement of Work or as otherwise agreed
in writing by the parties.
(b) Expenses. Client shall reimburse Origami
for all pre -authorized in writing, reasonable, documented
out of pocket travel, lodging, meal and other expenses
reasonably incurred by Origami in the course of performing
the Service.
(c) Taxes. Client shall be liable for any taxes
(including without limitation sales, use, excise and gross
receipts taxes), charges, tariffs, and duties and any interest
and penalties arising under this Agreement, excluding taxes
based upon Origami's income. All such taxes may be
included in amounts invoiced by Origami to Client. To the
extent that Client is tax exempt, Origami will not invoice
for any such taxes.
(d) Payments. All Fees under this Agreement
shall be payable by Client in accordance with the applicable
4
CONFIDENTIAL
Statement of Work or as otherwise agreed by the parties.
Fees shall be due within 30 days of invoice date. Payments
remitted after 30 days shall bear interest at one percent per
month.
5. CONFIDENTIALITY.
(a) Confidential Information. Each party
acknowledges and agrees that during the term of this
Agreement it may be furnished with or otherwise have
access to Confidential Information of the other party. The
party that has received Confidential Information (the
"Receiving Party"), in fulfilling its obligations under this
Section, shall exercise the same degree of care and
protection with respect to the Confidential Information of
the party that has disclosed Confidential Information to the
Receiving Party (the "Disclosing Party") that it exercises
with respect to its own Confidential Information, but in no
event shall the Receiving Party exercise less than a
reasonable standard of care. The Receiving Party shall only
use, access and disclose Confidential Information as
necessary to fulfill its obligations under this Agreement,
including any Statement of Work, or in exercise of its rights
expressly granted hereunder. Receiving Party shall not
directly or indirectly disclose, sell, copy, distribute,
republish, create derivative works from, demonstrate or
allow any third party to have access to any of Disclosing
Parry's Confidential Information; provided that: (i)
Receiving Party may disclose the Disclosing Party's
Confidential Information to its Affiliates who have a need
to know; (ii) Origami shall have a right to disclose Client's
Confidential Information to Client's Affiliates and service
providers, and Origami's employees and other agents; and
(iii) all use of the Disclosing Party's Confidential
Information shall be subject to all the restrictions set forth
in this Agreement. All Intellectual Property Rights with
respect to the Service and Work Product shall be deemed to
be Confidential Information of Origami under this
Agreement. This Agreement shall not be deemed to be
Confidential Information.
(b) Exclusions. The following information
shall not be considered Confidential Information subject to
this Section: (i) information that is publicly available or
later becomes available other than through a breach of this
Agreement; (ii) information that is known to the Receiving
Party or its employees, agents or representatives prior to
such disclosure or is independently developed by the
Receiving Party or its employees, agents or representatives
subsequent to such disclosure; or (iii) information that is
subsequently lawfully obtained by the Receiving Party or
its employees, agents or representatives from a third party
without obligations of confidentiality. If the Receiving
Party is required by law (including due to any applicable
open records laws) to disclose any portion of the Disclosing
Party's Confidential Information, Receiving Party shall
ORIGAMI RISK
give prior timely notice of such disclosure to Disclosing
Party to permit Disclosing Party to seek a protective or
similar order, and, absent the entry of such an order,
Receiving Party shall disclose only such Confidential
Information as is necessary be disclosed in response to such
subpoena, court order or other similar document.
(c) Survival. The obligations set forth in this
Section shall expire two years after termination of this
Agreement; provided that the confidentiality obligations for
Confidential Information constituting trade secrets shall
survive as long as such information continues to constitute
Confidential Information.
6. TERM AND TERMINATION,
(a) Term. This Agreement shall commence on
the Effective Date and remain in effect for three years,
unless terminated sooner in accordance with this Section.
(b) Termination. This Agreement may be
terminated by either party if the other party breaches any
material term and fails to cure such breach within 30 days
after receipt of written notice thereof. If Client terminates
the Agreement for Origami's breach in accordance with this
Section, Origami shall refund to Client, within 45 days of
the effective date of such tenmination, any prepaid but
unearned Fees paid to Origami in advance by Client.
(c) Events Upon Termination. Upon the
termination of this Agreement: (i) Origami shall deactivate
the Permissions and cease providing the Service to Client,
and Client and its Users shall cease use of the Service; and
(ii) Origami shall invoice Client for all accrued Fees and all
reimbursable expenses. Client shall pay the invoiced
amounts, including from previously issued invoices, within
30 days of the date of such invoice.
(d) Survival. Except as otherwise set forth
herein, in the event of termination of this Agreement for any
reason, the provisions of Sections 2(i), 20), 2(k), 3, 5, 6(c),
6(d), 7(c), and 8 through 12, as well as all payment
obligations, shall survive.
7. LIMITED WARRANTY.
(a) Service Warranty. Origami warrants that
the Service will perform in all material respects in
accordance with the Documentation when used in
accordance with the terms of this Agreement on the
hardware and with the third -party software specified by
Origami from time to time. Client's initial remedy for any
breach by Origami of the warranty provided in this Section
shall be replacement of the nonconforming Service, at
Origami's sole expense, as described herein. Origami shall
deliver to Client replacement Service, a work -around and/or
an error/bug fix as may be necessary to correct the
nonconformity.
CONFIDENTIAL
(b) Professional Services Warranty. Origami
represents and warrants that the Professional Services shall
be performed in a professional and commercially
reasonable manner consistent with the standard of care
exercised by Origami in performing similar services for
other clients. Client's sole remedy for breach of this
warranty shall be re -performance of the nonconforming
Professional Services, provided that Origami must have
received written notice of the nonconformity from Client no
later than 30 days after the original performance of the
applicable Professional Services by Origami.
(c) Disclaimers.
(i) EXCEPT AS OTHERWISE
EXPRESSLY STATED IN THIS AGREEMENT,
ORIGAMI MAKES NO WARRANTY OR
REPRESENTATION WHATSOEVER, EITHER
EXPRESS, IMPLIED OR STATUTORY, WITH
RESPECT TO THE SERVICE, WORK PRODUCT,
PROFESSIONAL SERVICES, OR ANY OTHER
SERVICES PROVIDED HEREUNDER OR THE USE
THEREOF BY CLIENT AND ITS USERS, INCLUDING
QUALITY, PERFORMANCE, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NON -
INFRINGEMENT, AND ORIGAMI HEREBY
DISCLAIMS THE SAME. EXCEPT AS OTHERWISE
SET FORTH IN THIS AGREEMENT, ORIGAMI AND
ITS LICENSORS DO NOT REPRESENT OR WARRANT
THAT: (a) THE USE OF THE SERVICE WILL BE
UNINTERRUPTED OR ERROR -FREE; OR (b) THE
SERVICE WILL MEET CLIENT'S REQUIREMENTS
OR EXPECTATIONS; OR (c) ALL ERRORS OR
DEFECTS IN THE SERVICE WILL BE CORRECTED.
(ii) CLIENT ACKNOWLEDGES
AND AGREES THAT THE SERVICE IS A TOOL TO BE
USED BY CLIENT IN THE COURSE OF EXERCISING
ITS PROFESSIONAL JUDGMENT. THE SERVICE
MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND
OTHER PROBLEMS INHERENT IN THE USE OF THE
INTERNET AND ELECTRONIC COMMUNICATIONS.
ORIGAMI IS NOT RESPONSIBLE FOR ANY DELAYS,
DELIVERY FAILURES, OR OTHER DAMAGE
RESULTING FROM SUCH PROBLEMS OUTSIDE OF
ITS REASONABLE CONTROL. NO ORIGAMI AGENT
OR EMPLOYEE IS AUTHORIZED TO MAKE ANY
EXPANSION, MODIFICATION OR ADDITION TO
THIS LIMITATION AND EXCLUSION OF
WARRANTIES IN THIS AGREEMENT.
(iii) Origami shall not be responsible
for: (A) any non -conformities of the Service with
Documentation, omissions, delays, inaccuracies or any
other failure caused by a Client Party's computer systems,
hardware or software (other than the Service), including by
ORIGAMI RISK
interfaces with such third party software, or anyi
inaccuracies that such systems may cause within the
Service; or (B) any data that Origami receives from a Client
Party or third party sources and including the data's
accuracy or completeness, or Client's claim handling or
other decisions. Origami disclaims any liability for
interception of any such data or communications, including
of encrypted data. Client agrees that Origami shall have no
responsibility or liability for any damages arising in
connection with access to or use of the Service by any Client
Party, other than as authorized by this Agreement.
INDEMNIFICATION BY ORIGAMI.
(a) Indemnification. Origami agrees to
indemnify, defend, settle, or pay any third party claim or
action against a Client Party for infringement of any U.S.
patent or copyright arising from Client's use of the Service
in accordance with this Agreement. If the Service or any
part of the Service is held to infringe and the use thereof is
enjoined or restrained or, if as a result of a settlement or
compromise, such use is materially adversely restricted,
Origami shall, at its own expense and as Client's sole
remedy therefor, either: (i) procure for Client the right to
continue to use the Service; or (ii) modify the Service to
make it non -infringing, provided that such modification
does not materially adversely affect Client's authorized use
of the Service; or (iii) replace the Service with a functionally
equivalent non -infringing program at no additional charge
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
Origami in advance by Client prior to the effective date of
the termination.
(b) Exclusions. Origami's indemnification
obligations under Section 8(a) shall not apply where the
claim is based in whole or in part on: (i) modifications to
the Service or any component thereof made by anyone other
than Origami or on behalf of Origami; (ii) use of any Service
in combination with a product not supplied by Origami; (iii)
use of any Service other than in accordance with this
Agreement and the Documentation.
(c) Conduct. Origami shall have the sole right
to conduct the defense of any such infringement claim or
action and all negotiations for its settlement or compromise,
and to settle or compromise any such claim. Client agrees
to cooperate and ensure that each Client Party cooperates
with Origami in doing so. Client agrees to give Origami
prompt written notice, in no case longer than within seven
days of receipt or discovery, of any threat, warning, or
notice of any such claim or action, with copies of any and
all documents each Client Party may receive relating
thereto.
CONFIDENTIAL
INSURANCE
Origami shall procure and carry, at its sole cost
and expense through the life of this Agreement,
insurance protection as hereinafter specified, carried
with an insurance company authorized to transact
business in the state of Texas.
Origami shall obtain and maintain in full force
and effect during the term of this Agreement,
commercial general liability, professional liability, and
automobile liability coverage with insurance carriers
admitted to do business in the state of Texas. The
insurance companies must carry a Best's Rating of A-
VII or better. Tile policies will be written on an
occurrence basis (other than professional liability and
cyber), subject to the following minimum limits of
liability:
Cyber Liability:
Combined Single Limit:
$5,000,000
General Liability:
Combined Single Limit:
$1,000,000
Automobile Liability:
Combined Single Limit for any non -owned or
hired auto: $1,000,000
Employer's Liability:
Combined Single Limit: $500,000
The City shall be granted additional insured status
on the General Liability policy with waiver of
subrogation under all policies (other than
professional liability and cyber). Origami, or their
agent, shall provide to the City evidence of
coverage.
Origami shall elect to obtain worker's
compensation coverage pursuant to Section
406.002 of the TEXAS LABOR CODE. Further,
Origami shall maintain said coverage throughout
the term of this Agreement and shall comply with
all provisions of Title 5 of the TEXAS LABOR CODE
to ensure that the Origami maintains said coverage.
Origami may maintain Occupational Accident and
Disability Insurance in lieu of Worker's
Compensation. In either event, the policy must be
endorsed to include a waiver of subrogation in favor
of the City of Lubbock and evidence of coverage
shall be provided to the City.
If at any time during the life of the
Agreement or any extension hereof, Origami fails
ORIGAMI RISK
to maintain the required insurance in full force and such office, currently
effect, Origami shall be in breach hereof http: www.ustreasgov,-ofac.
10. LIMITATION OF LIABILITY.
(a) Disclaimer of Damages. IN NO EVENT
WILL ORIGAMI BE LIABLE FOR ANY INDIRECT,
SPECIAL, PUNITIVE, INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING UNDER OR
IN CONNECTION WITH THIS AGREEMENT, THE
SERVICE OR THE PROFESSIONAL SERVICES,
WHETHER BASED IN CONTRACT, TORT, INTENDED
CONDUCT OR OTHERWISE, INCLUDING WITHOUT
LIMITATION, DAMAGES RELATING TO THE LOSS
OF PROFITS, INCOME, GOODWILL OR REVENUE,
COSTS INCURRED AS A RESULT OF DECISIONS
MADE IN RELIANCE ON THE SERVICE, LOSS OF
USE OF THE SERVICE OR ANY OTHER SOFTWARE
OR OTHER PROPERTY, LOSS OF DATA, THE COSTS
OF RECOVERING OR RECONSTRUCTING SUCH
DATA OR THE COST OF SUBSTITUTE SOFTWARE,
SERVICES OR DATA, OR FOR CLAIMS BY THIRD
PARTIES, EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
(b) Limitation of Liability. UNDER NO
CIRCUMSTANCES SHALL ORIGAMI'S AGGREGATE
MAXIMUM LIABILITY ARISING UNDER OR IN
CONNECTION WITH THIS AGREEMENT, THE
SERVICE OR THE PROFESSIONAL SERVICES
EXCEED THE PAYMENTS ACTUALLY MADE TO
ORIGAMI HEREUNDER DURING THE 12 MONTHS
PRECEDING THE DATE ON WHICH ANY CLAIM IS
MADE AGAINST ORIGAMI.
11. EXPORT CONTROL.
(a) Export. Client shall not export or re-export
the Service or any Work Product without the prior written
authorization of Origami and, as may be required under
United States laws and regulations, the prior written
authorization of the United States Department of Commerce
or other relevant agency of the United States Government.
Client also agrees that it will not knowingly export or re-
export, directly or indirectly, the Service or any Work
Product (i) that it knows will directly assist in the design,
development, production, stockpiling or use of missiles,
nuclear weapons or chemical; biological weapons; (ii) to any
entity on the Department of Commerce Entity List or any
person or entity on the Department of Commerce Denied
Persons List, each currently available at
http:, www.bis.doc.gov; or (iii) to any country subject to
sanctions administered by the Department of the Treasury's
Office of Foreign Assets Control or to any person or entity
on the lists of prohibited entities and persons maintained by
CONFIDENTIAL
available at
(b) Disclaimer. Origami makes no
representation that the Service is appropriate or available for
use in other locations. If Client uses the Service from
outside the United States of America and/or the European
Union, Client is solely responsible for compliance with all
applicable laws, including export and import regulations of
other countries. Any diversion of the Service contrary to
United States or European Union (including European
Union Member States) law is prohibited.
12. GENERAL.
(a) Notices. Any notice, request, demand or
other communication (each, a "Notice") given pursuant to
this Agreement must be in writing and delivered to the other
party by either personal delivery, Certified Mail (return
receipt requested and postage prepaid), nationally
recognized overnight courier (with all fees prepaid) or e-
mail at the address of such party listed on the signature page
to this Agreement. Notices sent via e-mail will be deemed
delivered upon the recipient's confirmation of receipt. A
party may change its address by giving Notice pursuant to
this Section.
(b) Assignment. Neither party shall have the
right to assign, transfer, or sublicense any obligations or
benefit under this Agreement without the prior written
consent of the other party; provided, however, that no
written consent shall be required to assign or transfer this
Agreement to any parent or wholly owned subsidiary of a
party, and further provided that Origami may assign or
transfer this Agreement without Client's prior written
consent to a successor by way of a merger, acquisition, sale.
transfer or other disposition of all or substantially all of its
assets. Except as otherwise provided herein, this Agreement
shall be binding on and inure to the benefit of the respective
successors and pennitted assigns of the parties.
(c) Third Party Beneficiaries. This
Agreement does not and is not intended to confer any rights
or remedies upon any party other than the parties to this
Agreement.
(d) [RESERVED
(e) Entire Agreement; Amendments. This
Agreement (including all exhibits, appendices, schedules
and attachments hereto) constitutes the final agreement
between the parties. All prior and contemporaneous oral and
written communications, negotiations and agreements
between the parties on the matters contained in this
Agreement, including, without limitation, any
nondisclosure or confidentiality agreements entered into
between the parties prior to the date of this Agreement, are
ORIGAMI RISK
expressly merged into and superseded by this Agreement.
No terms or conditions contained in any purchase order
shall amend this Agreement or shall otherwise constitute an
agreement between the parties. The parties may amend this
Agreement only by a written agreement of the parties that
identifies itself as an amendment to this Agreement.
(f) Waivers. The parties may waive any
provision in this Agreement only by a writing executed by
the party against whom the waiver is sought to be enforced.
No failure or delay in exercising any right or remedy, or in
requiring the satisfaction of any condition, under this
Agreement, and no act, omission or course of dealing
between the parties, operates as a waiver or estoppel of any
right, remedy or condition. A waiver once given is not to be
construed as a waiver on any future occasion or against any
other person.
(g) Severability. In the event that any
provision of this Agreement shall be determined to be
illegal or unenforceable, such provision shall be limited or
eliminated to the minimum extent necessary so that this
Agreement shall otherwise remain in frill 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.
0) 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
Agreement or Client's breach of Section 2, 3 or 5 of this
CONFIDENTIAL
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.
(k) Counterparts. This Agreement 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.
ORIGAMI RISK
CONFIDENTIAL
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
ORIGAMI RISK LLC CITY OF LUBB C , TEXAS
�mv
By.
— - - -
Daniel M. Pope, Mayor
Name: Aaron Shapiro
(Print Name)
ATTEST:
Title: Executive Director
Address: 222 W. Merchandise Mart Plaza
Suite 2300 Reb - ca Garza, City Secretary
Chicago, IL 60654
Email: leg_al�,origamirisk.com
APP D C ; . T:
Leisa Hutcheson, Director of Human Resources
and Risk Management
APPROVED AS TO FORM:
l a- ell, Assistant City AttorrYey
ORIGAMI RISK
EXHIBIT A
STATEMENT OF WORK
CONFIDENTIAL
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.
PROJECT SCOPE
Provide and implement Origami's Risk Management Information System (RMIS) to Client's Risk Management team to
ensure accurate and consistent tracking and reporting of Client's claims, policies, locations and exposures.
Project Priorities: The immediate priorities focus on the following areas: (i) convert and load data from Excel templates,
and Client's TPA data; (ii) implement incident collection from the field and automated notification workflow; and (iii)
configure reports and dashboards to provide advanced analytics.
G) Convert and load Claims data from Excel and Various TPA/Carrier sources
Origami Risk will convert the Client's previous RMIS data and import into Origami risk. This process requires
the receipt of timely and accurate data from TPA/Carrier sources, and requires collaboration between Origami and
Client to evaluate and resolve data anomalies uncovered throughout the conversion process.
GO Incident Collection
Origami will work with Client to configure and deploy the standard incident collection features of Origami Risk
to empower Client's professionals at locations throughout the hierarchy to report incidents directly. Origami and
Client will collaborate on the layout of the question sets for each type of incident along with any workflows which
may be triggered by the creation or edit of such incident records.
(iii) Reporting
Throughout the implementation, there will be various reports required by Client that will need to be delivered.
Origami will assist the Client in setting up reports using standard report templates and the custom template
designer.
CLIENT ROLES AND RESPONSIBILITIES
Client will identify a System Administrator ("Client SA") who will be responsible for working with Origami to implement
Origami 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 is responsible for all custom configurations contemplated by the Implementation and Support sections below or
otherwise created by or for Client or Client's Users in Origami Risk (including, without limitation, forms, dashboards and
interfaces). For all such configurations, Client shall be responsible for functionality, usability, access rights and
appropriate security for data used by such configurations (including any personally identifiable information). Origami
shall not be responsible for any damages caused by any such custom configurations.
Page i
ORIGAMI RiSK
LICENSES
User Licenses
CONFIDENTIAL
Light User: 0 Zero.
These licenses have access to the dashboard, reports pre -configured for them, and read-only access to other areas of the
system. Lite Users do not have access to the Administration features, and do not have access to those features listed
within the Extended Functionality Licenses section below.
Full User: 2 Two.
These licenses have access to all the capabilities and features of Origami Risk, except those features utilized for adjusting
claims such as check writing, setting reserves and calculating indemnity benefits, and except for those features listed
within the Extended Functionality Licenses section below.
Claims Adjusting User: 1 One.
These licenses have access to all the features and capabilities of Origami Risk, except those features listed within the
Extended Functionality Licenses section below.
Extended Functionality Licenses
Enterprise Portal Data Entry License:
Up to (1,000) records added per year. These licenses are not named licenses and have access only to enter records into an
Anonymous Collection Portal, by clicking an Anonymous Collection Link generated via Origami's Administration
features.
Enterprise Grant Access License:
Up to 0 rants sent from Origami per year. These licenses are not named licenses and the URL is sent from Origami
Risk as a Data Entry Event email notification, giving time limited access to a single record.
Secure Email License:
Up to (0) Secure Emails sent per month. This license enables Origami Risk's secure email functionality, which provides
password protected hosting for email communications from and to Origami Risk.
Automated EDI FROI/SROI State Reporting:
Up to (0) Or)en Claims annually. This license gives access to Origami Risk's automated EDI state workers'
compensation reporting. Origami will export a nightly file of all new and changed workers' compensation claims to be
processed by Origami's vendor (currently ISO) and FROI/SROI's are transmitted by such vendor to individual states.
The vendor then delivers a file back to Origami with any exceptions, driving adjuster notifications and workflow.
NOTE: If this license is selected, a separate exhibit to this SOW with additional terms must be executed by Client.
Enterprise Values Collection:
0 Zero These licenses allow Client's representatives in the field to enter data through Origami's online platform
pertaining to information necessary for renewal submissions, such as TIV, Square Footage, COPE information, or other
such asset and exposure data as required by Client.
ODG Integration User:
0 Zero. This license enables Origami Risk's integration with ODG's Return to Work guidelines. This feature may only
be utilized by those named users in the Claims Adjuster User or Full User License categories above. This feature queries
ODG's RTW and treatment guidelines based on WC claim diagnosis codes.
NOTE: If this license is selected, Client understands and agrees that Origami makes no representations or warranties with
respect to the data provided by ODG. In no event shall Origami be liable for any damages in connection with data
provided by ODG or for any acts or omissions of ODG.
Page ii
ORIGAMI RISK
CONFIDENTIAL
OCR Scanning License:
(0) Zero Pages Per Year. This license provides access to Origami Risk's Optical Character Recognition (OCR)
functionality for the purpose of mapping specified data from scanned documents to data fields within Origami Risk.
Certificates License:
(0) Zero Insureds over initial 100. This license allows Client to utilize Origami Risk's Certificate of Insurance tracking
for third party Insureds, such as tenants, 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.
* Features that require a third party agreement, usually for an additional fee, to be enabled in Origami include:
- CMS 1 11 when using a third party provider.
- Advisen policy benchmarking.
- Predictive analytics via .3 Parties
- EDI FROI: SRO1 via .) Parties
License Notes:
1. Origami Risk 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 Risk 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. In such cases, additional fees will apply.
HOSTING
Origami will host the application and data in a secure internet accessible environment. Origami will backup Client data at
periodic intervals each day.
Hosting fees are based on record count estimates provided by Client as follows:
1. 25,000 incidents & claims
2. 50 GB for File Attachment storage
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ORIGAMI RiSK
IMPLEMENTATION PROCESS
CONFIDENTIAL
Implementation is the process of configuring Origami 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 Origami platform for the above defined business purposes, 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. Client's provision of timely and accurate specifications, direction and feedback is essential to the
implementation.
System Configuration
Origami will:
- General Configuration
o Configure 1 Location form layout
o Location Hierarchy Design/Import
o Configure up to 2 User Security Profiles
- Claims and Incidents
o Configure 1 on-line portal for the submission of Incidents & Claims
o Configure up to 5 workflow events (Email notifications, auto -tasks, etc)
o Configure the Incident & Claim forms for Auto Liability, General Liability, Property & Workers
Compensation.
- Other Configuration
o Configure 1 Contact form layout
o Configure 1 Policy form layout
Reports and Dashboards
o Provide up to 5 hours of assistance to configure standard Origami RMIS report templates and, or create
custom template via Origami's standard Custom Template Designer. Hours may also be used for
assistance in configuring default dashboards using standard Origami dashboard widgets or custom
widgets via Origami's standard Custom Widget Designer. Hours will be eroded during implementation
and additional hours will be billed as incurred.
o Configure up to 2 report distribution lists.
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.
Page iv
ORIGAMI RISK
Convert Legacy System — Excel Spreadsheet:
CONFIDENTIAL
Origami Risk will:
- Provide Client with text for data request letter suitable for requesting necessary data from Legacy Provider
- Convert the Legacy data and import into Origami risk. Legacy data will include:
- Claims
- Incidents
- Transactions
- Notes
- Tasks
Client will:
Arrange for an extract of data from Legacy Provider.
Loading Other Supported Risk Data via Data Import Center
Origami will:
- Provide training and support to Client as needed for following import activities.
Client will:
- Provide, or arrange to provide, spreadsheets containing Client's risk data in the format supported by Origami's
Data Import Center. Currently, Client plans to load Locations, Employees and Fleet.
- Utilize Origami's standard Data Import Center tools to import the above risk 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 above.
- Convert and load the initial system data from the sources named below
Client will:
- Arrange for claims and transactions data to be sent to Origami from Texas Municipal League.
- Arrange for claims and transactions data to be sent to Origami from Texas Political Subdivisions.
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 Origami for proper email notification, mail merge document distribution and task creation
according to Client's business Hiles.
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
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ORIGAMi RISK
Training
CONFIDENTIAL
Origami will:
- Provide 5 hours of training to Client in year 1 and provide additional training each subsequent year as needed.
Professional Service hours will be eroded for training in Years 2 and 3. Training will be provided at Client offices
or online at the 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.
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 internet 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 - AGILE
Origami Risk is founded on a set of AGILE and iterative processes from top to bottom. These contemporary tenants are
the foundation of our ability to deliver better products and more accurate implementations in a fraction the time of our
competitors. 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 Statement of work:
This Statement of Work includes:
Included Agile Project Management
Not Included Traditional Project Management
Agile Proiect Management - Included
Orie_ami will:
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
o Origami's administrative tools and screens are by their nature self -documenting and 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 3`d party providers required to complete tasks on the project schedule
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ORIGAMI RISK
CONFIDENTIAL
Traditional Proiect Management — Not Included
In addition to Agile Project Management described above, Origami shall designate a Project Manager to provide [xx]
hours of project management during the Implementation (on average [x] hours per week). This Project Manager shall
maintain a library of written artifacts and conduct activities including:
ACTIVITIES:
o Formal project kickoff*
o Designated Project Manager role
o Maintain schedule with key deliverables and expected dates/milestones
o Coordinate all activity within Origami to complete Origami's tasks on the project schedule
o Coordinate meetings and discussions with stakeholders as needed to maintain project progress*
o Maintain project status document containing priority list, open items and changes which may impact timeline
ARTIFACTS:
o Formal project kickoff agenda*
o Communication plan
o Formal stakeholder analysis
o Project Charter
o Collaboration website
o Detailed work breakdown structure
o Weekly project status calls, agenda, meeting
notes
o Detailed issues and risks log
o Action items list )
*May include on site attendance.
**Project Management assigned as shared role of team members
***Dependent on client input and test cases provided
o Detailed project plan
o On site agendas*
o Change control management
o Executive steering committee status call agenda
(as needed)
o Origami risk governance decision management
document
o UAT test plan for critical items***
o Executive Project Dashboard
o Lessons learned analysis
Page vii
ORIGAMI RISK
ONGOING SUPPORT
CONFIDENTIAL
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.
Carrier / TPA Claims Data Ongoing Processing
Origami will:
Process the claim data updates received from Client data providers as follows:
- Texas Municipal League: Claims data processed Monthly
- Texas Political Subdivisions: Claims data processed Monthly
Client will:
- Use Origami tools 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.
Professional Services
This Statement of Work (SOW) includes up to 15 hours of Professional Services in the first year, up to 25 hours in the
second year, and up to 25 hours in the third 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 System
• 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 ii
ORIGAMI RISK CONFIDENTIAL
PRICING AND INVOICE SCHEDULE
The price for the Licenses and Services listed above in this statement of work is $56,150 for the first year, $42,925 for
year two, and $42,925 for year three of the contract.
Payment for Year I will be invoiced and due upon commencement of this agreement. Payments for Year 2 and 3 are due
on the anniversary date of the contract.
If needed, additional services can be purchased through an addendum to this contract. 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. Pricing for data storage includes storage of up to 25,000 Claims and Incidents. If Client requires additional storage
during the term of this agreement, additional fees will apply as follows:
- Annual fee for additional file attachment storage $2,000 per 50 GB
- Current Annual fee for storage of up to 25,000 Claims/Incidents = $15,000
- Annual fee for storage of 25,001-50,000 Claims Incidents -- $25,500
-Annual fee for storage of 50,001-100,000 Claims Incidents- $25,000
2. Additional Professional Service hours will be invoiced as incurred at Origami's unbundled rate listed under this SOW.
Bundled hours may be added prior to the start of each contract year.
3. Additional users, additional licenses or additional use beyond that which is listed above in the LICENSES section of
this Statement of Work 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.
[Signature Page Follows]
Page iii
ORIGAMI RISK
STATEMENT OF WORK APPROVAL
The undersigned agree to this Statement of Work.
ORIGAMI RISK LLC CITY OF LUB CK, TEXAS
��
�
'
By:
Daniel M. Pope, M or
Name: Aaron Shapiro
(Print Name)
ATTEST:
Title: Executive Director
Re ecca Garza, City Secreta
CONFIDENTIAL
APPROVED ENT:
7
Leisa Autcheson, Director of Human
Resources and Risk Management
APPROVED AS TO FORM:
J a el ,Assistant City Attorney
Page iv
ORIGAMI RISK
EXHIBIT B
SERVICE LEVEL AGREEMENT (SLA)
SYSTEM AVAILABILITY
CONFIDENTIAL
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 1000 o 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
99.9999999990 o 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.
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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(& 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 support- 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 vi
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos. 1- 4 and 6 if there are interested parties.
OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
CERTIFICATION OF FILING
Certificate Number:
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
2017-168435
Origami Risk LLC
Chicago, IL United States
Date Filed:
02/17/2017
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Lubbock
Date Acknowledged:
02/21/2017
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
16-13006-DGB
Risk Management Information System (Software as a Service)
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
I Intermediary
Shapiro, Aaron
South Salem, NY United States
X
Concepcion, Linus
Port Chester, NY United States
X
Fischer, Stephen
Brooklyn, NY United States
X
Petrie, Robert
Chicago, IL United States
X
Cope, Timothy
Ridgewood, NJ United States
X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the
above disclosure is true and correct.
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP / SEAL ABOVE
Sworn to and subscribed before me, by the said this the
day of
20 , to certify which, witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us version v1.u.z t t
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
l of l
Complete Nos. 1- 4 and 6 if there are interested parties.
OFFICE USE ONLY
Complete Nos.1, 2, 3, 5, and 6 if there are no interested parties.
CERTIFICATION OF FILING
Certificate Number:
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
2017-168435
Origami Risk LLC
Chicago, IL United States
Date Filed:
02/17/2017
Name of governmental entity or state agency that Is a party to the contract for which the form is
being filed.
City of Lubbock
Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
16-13006-DGB
Risk Management Information System (Software as a Service)
4
Nature of interest
Name of Interested Party
City, State, Country (place of business)
(check applicable)
Controlling
I Intermediary
Shapiro, Aaron
South Salem, NY United States
X
Concepcion, Linus
Port Chester, NY United States
X
Fischer, Stephen
Brooklyn, NY United States
X
Petrie, Robert
Chicago, IL United States
X
Cope, Timothy
Ridgewood, NJ United States
X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct.
MICHAEL SCHMITT
Official Seal
Notary Public - Stale of Illinois
My Commission Expires Jun 7, 2020
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP / SEAL ABOVE
�Q
Sworn to and subscribed before me, by the said �?47 rl iie I SI IVQ� M , this the _ day of
20__A_I_, to certify which, witness my hand and seal of office.
MICIAAeG P,t:.
Sig ture of t,fficer admini at Printed name of officer administering oath Title of officer ad inistering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us version V.1.u.z / /