HomeMy WebLinkAboutContract 47894 CITY SECRETAW
CONTRACT N0.-4r7 W
MASTER SERVICES AGREEMENT
ORIGAMI RISK,LLC.
This MASTER SERVICES AGREEMENT — Software License and Services Agreement
("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a
home-rule municipal corporation of the State of Texas, acting by and through its duly authorized
Assistant City Manager,and Origami Risk,LLC.("Licensor"),acting by and through its duly authorized
President,each individually a"Party"and collectively known as the"Parties."
RECITALS
The City and Licensor agree that the following statements are true and correct and constitute the basis on
which they have entered into this Agreement.
WHEREAS, in 2013 following a competitive process, the City of Garland, Texas ("Garland')
entered into an agreement with Licensor to provide and implement a risk management information system
(RMIS),that agreement being City of Garland Contract-COGT 130315(the"Austin Contract");and
WHEREAS, since 2004, City and Garland have been parties to a joint purchasing interlocal
cooperation agreement(M&C P-10044);and
WHEREAS,City and Licensor wish to enter into an agreement for Licensor to provide City with
a risk management information system(RMIS)on the same terms and conditions as the Garland Contract;
and
NOW, THEREFORE, for and in consideration of the premises outlined above and the mutual
covenants contained herein,City and Licensor do hereby agree as follows:
AGREEMENT
I. CONTRACT DOCUMENTS: PRIORITY.
The relationship between the City and Licensor shall be governed by the following documents(each a
"Contract Document," collectively the "Contract Documents"), all of which together constitute a single
contract:
1. This Master Services Agreement
2. Exhibit One — Contract between the City of Garland and Licensor (collectively the "Garland
Contract")including Exhibit"A"Statement of Work,Exhibit"B"Pricing Detail and Exhibit"C"
Service Level Agreement
3. Exhibit D—Network Access Agreement
4. Exhibit Two—Conflict of Interest Documentation
5. Exhibit Three—Form 1295
The Contract Documents listed as exhibits are attached hereto and incorporated herein for all
purposes as though they were set forth at length. In the event and to the extent of any inconsistency
between two or more Contract Documents, the documents will be interpreted in the order of the priority
listed above,beginning with this Agreement and continuing with the exhibits.
Any documents subsequently incorporated by amendment will be prioritized consistently with the
foregoing.
II. SCOPE OF SERVICES. OFFICIAL RECORD
Master services Agreement—Crw and origami Risk,LLC. CITY SECRETARY Page 1 of
FT.WORTH,TX
Licensor hereby agrees, with good faith and due diligence, to provide City with the services defined
and described herein and in the Garland Contract, its attachments, and exhibits, subject to such
modifications as are made and agreed to in this Master Services Agreement.
III. MODIFICATIONS TO GARLAND CONTRACT.
To the extent terms defined in this Master Services Agreement are assigned a different meaning
than in the Garland Contract,the definitions assigned herein shall govern,notwithstanding any language
in the Garland Contract to the contrary.In construing and applying the Garland Contract to the transaction
between City and Licensor,all such terns, including,but not limited to,"City,""Licensor,"and"Plan,"
shall be read and interpreted in accordance with the definitions assigned in this Master Services
Agreement. Origami Risk,LLC. is referred to as"the Licensor"in this Agreement.
1. The parties agree that the attached Exhibit"A"and Exhibit"B"will apply to the services
provided to the City of Fort Worth.
2. The parties wish to provide for a contract term that is different than the one in effect for the
Garland Contract. Therefore,Section 6(a)of the Garland Contract,"Term,"shall not apply as
between the parties,and the following provision shall apply instead:
6.TERM AND TERMINATION
(a)Term.This Agreement shall commence on the Effective Date and remain in effect for
three(3)years,unless terminated sooner until terminated in accordance with this Section 6.
Licensor will provide no less than 60 days notice to Client before the Agreement is scheduled to
terminate.
3. Notwithstanding anything to the contrary in the Garland Contract, notice to the City and Licensor
shall be made to the addresses listed below or to such other address as either Party may specify in
writing:
To: THE CITY: To: LICENSOR:
City of Fort Worth Origami Risk,LLC
Attn:Assistant City Manager for HR Attn: General Counsel
Attn: Susan Alanis 222 W.Merchandise Mart Plaza
1000 Throckmorton Street Suite 2300
Fort Worth,Texas 76102 Chicago,IL 60654
With Copy to the City Attorney at same address.
IV. LAW AND VENUE.
This Agreement and the rights and obligations of the parties hereto shall be governed by, and
construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of
laws provisions. Venue for any suit brought under this Agreement shall be in a court of competent
jurisdiction in Tarrant County, Texas. To the extent this Agreement is required to be governed by any
state law other than Texas or venue in Tarrant County,the City objects to such terms and any such terms
are hereby deleted from this Agreement and shall have no force or effect.
V. CONFIDENTIAL AND PROPRIETARY INFORMATION.
Master Services Agreement—CFW and Origami Risk,LLC. Page 2 of 5
The City acknowledges that Consultant may use products, materials, or methodologies
proprietary to Consultant. The City agrees that Consultant's provision of services under this Agreement
shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or
methodologies unless the Parties have executed a separate written agreement with respect thereto.
Consultant, for itself and its officers, agents, servants,employees, and subcontractors, further agrees that
it shall treat all information provided to it by the City as confidential and shall not disclose any such
information to any third party without the prior written approval of the City.
Notwithstanding the foregoing, Consultant understands and agrees that the City is a public entity
under the laws of the State of Texas, and as such, is subject to various public information laws and
regulations, including, but not limited to, the Texas Public Information Act, Chapter 552 of the Texas
Government Code(the"Act"). Consultant acknowledges that,under the Act,the following information is
subject to disclosure: 1)all documents and data held by the City, including information obtained from the
Consultant, and 2) information held by the Consultant for or on behalf of City that relates to the
transaction of City's business and to which City has a right of access. If the City receives a request for
any documents that may reveal any of Consultant's proprietary information under the Act,or by any other
legal process,law,rule, or judicial order by a court of competent jurisdiction, the City will utilize its best
efforts to notify Consultant prior to disclosure of such documents. The City shall not be liable or
responsible in any way for the disclosure of information not clearly marked as"Proprietary/Confidential
Information" or if disclosure is required by the Act or any other applicable law or court order. In the
event there is a request for such information, it will be the responsibility of Consultant to submit reasons
objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by the
City, but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
V1. LIABILITY AND IDEMNIFICATION.
To the extent the Garland Contract requires the City to indemnify or hold Licensor or any third
party harmless from damages of any kind or character,the City objects to these terms and any such terms
are hereby deleted from the Agreement and shall have no force or effect.
VII. SOVEREIGN IMMUNITY.
Nothing herein constitutes a waiver of the City's sovereign immunity. To the extent this
Agreement requires the City to waive its rights or immunities as a government entity, such provisions are
hereby deleted and shall have no force or effect.
VIII. DISCLOSURE OF CONFLICTS.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any
existing or potential conflicts of interest related to Consultant's provision of the Services. In the event
that any conflicts of interest arise after the execution of this Agreement,Consultant hereby agrees to make
full disclosure to the City in writing immediately upon learning of such conflict.
IX. RIGHT TO AUDIT.
Licensor agrees that the City shall,until the expiration of three(3)years after final payment under
this Agreement, have access to and the right to examine any directly pertinent books, documents, papers
and records(records)of Licensor involving transactions relating to this Agreement. The place and time of
all audits must be reasonable and agreed to by both parties. The City shall give Licensor reasonable
advance notice of intended audits. This section is satisfied if Licensor provides copies of such records
upon the request of the City.
Master Services Agreement—CF W and Origami Risk,LLC. Page 3 of 5
X. SIGNATURE AUTHORITY
The person signing this Agreement hereby warrants that he or she has the legal authority to
execute this Agreement on behalf of his or her respective party, and that such binding authority has been
granted by proper order,resolution, ordinance or other authorization of the entity. The other party is fully
entitled to rely on this warranty and representation in entering into this Agreement.
XI. COUNTERPARTS; ELECTRONICALLY REPRODUCED SIGNATURE
This Agreement may be executed in one or more counterparts each of which shall be deemed an
original but all of which together shall constitute one and the same instrument. Executed signature pages
may be transmitted by facsimile or e-mail,and any such electronically reproduced signature shall have the
same legal effect as an original.
XII. ENTIRETY OF AGREEMENT; AMENDMENT.
This written instrument (together will all attachments, exhibits, schedules, and appendices)
constitutes the entire understanding between the parties concerning the work and services to be performed
hereunder, and any prior or contemporaneous, oral or written agreement that purports to vary from the
terns or any terns and conditions accepted upon vendor registration hereof shall be void.
Notwithstanding anything in any Contract Document to the contrary, this Agreement and the
other Contract Documents may only be amended via written instrument signed by both parties and dated
after the execution date of this Agreement, provided, however that the parties agree that any applicable
changes in local, state, or federal laws, rules, or regulations that may occur during the term of this
Agreement shall be automatically incorporated into this Agreement without written amendment hereto
and shall become part hereof as of the effective date of the law,rule,or regulation.
Signature Page to Follow
Master Services Agreement—CFW and Origami Risk,LLC. Page 4 of 5
I -1'N--ES-S- 'WHEREOF, the parties hereto have executed this Agreement in multiples this�"—day
of ,20 I(- -
CITY X-F-O-R-T WORTH: ORIGAMI RISK,LLC: "°r
-9-ft Ftk
S san Alanis Name Aaron Shapiro
Assistant City Manager Title EVP
Date: (�I �o Date: April 15, 2016
ATTES ®� F 01?
By: rrr
Ma J �
City S tary 0 °
APPRO D A TO FORM AN LE A
By:
Guillermo(Will)Trevino
Assistant City Attorney
Contract Authorization:
M&C: P' - 1 V 93
Date: -1 -110
Form 1295 Certification No.: Q' S 1 Ll�5
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
Master Services Agreement—CFW and Origami Risk.LLC. Page 5 of 5
EXHIBIT A
STATEMENT OF WORK
This Statement of Work("SOW")describes services to be performed by Origami Risk LLC("Origami")for City of Fort
Worth,Texas("Client').This SOW is subject to all the terms and conditions of the MASTER SERVICES
AGREEMENT—Software License and Services Agreement dated as of the date hereof(the"Agreement"), 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 5 areas:(i)Convert and load data from previous RMIS in order to
turn off previous RMIS and provide advanced reports and analytics.(ii)Implement incident collection from the field,and
implement an automated process to notify Client's current TPA of new incidents automatically. (iii)Configure claims
management functionality to streamline adjuster workflow.(iv)Implement safety inspections and associated loss control
recommendations to provide a single repository for all risk data.(v)Deploy Origami's standard dashboards and reports to
provide robust data analytic capabilities.
(i)Convert and load data from previous RMIS
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 the previous RMIS vendor,and requires collaboration between
Origami and Client to evaluate and resolve data anomalies uncovered throughout the conversion process.
(ii)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)Configure Origami Claims Screens and Functionality—
Origami will work with Client to configure and deploy claim screens and functionality for the following
coverages: WC,AL,GL,and Property.
(iv)Configure Safety Features
Origami will work with Client to configure and deploy safety inspections and loss control recommendations.
(v)Rcporting❑
Throughout the implementation,there will be various reports required by Client that will need to be delivered.
Origami will assist the Client insetting up reports using standard and custom template designer.Specific details
on reports are outlined below.
Page i
CLIENT ROLES
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.
LICENSES
User Licenses
Light User:(§J Five.
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: 0 Zero.
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: 6 Six.
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 FRO[/SRO] State Reporting via ISO:
Up to(0)Oven Claims annually. This license gives access to Origami Risk's interface with ISO for the purpose of EDI
State WC reporting. Origami will export a nightly file to ISO of all new and changed WC Claims to be processed by[SO
and FROI/SROI's transmitted by ISO to individual states. ISO then delivers a file back to Origami with any exceptions,
driving adjuster notifications and workflow.
NOTE: Exhibit D"Subcontractors"must be executed by Client.
Enterprise Values Collection:
(<25 Users)or(Enteryrise wide)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.
Page ii
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:Exhibit D"Subcontractors"must be executed by Client.
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:
(500) Five Hundred 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 111 when using a third party provider.
• Advisen policy benchmarking.
• Predictive analytics via Yd Parties
• EDI FROI/SROI via Yd 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 intemet 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. 10,000 claims
2. 50 GB for File Attachment storage
Page 111
IMPLEMENTATION PROCESS
Implementation is the process of configuring Origami for use by Client including system settings,supporting the Client in
loading data,training users,and other work identified in this section of the SOW. The implementation phase is completed
when the 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 l Location form layout
o Configure up to 2 Contact form layouts
o Configure l Policy form layout
o Configure l Insureds form layout(Incoming Certificates of Insurance)
o Configure up to 2 User Security Profiles
• Claims and Incidents
o Configure incident forms for up to 5 incident types
o Configure 2 Incident Collection Portals—Employee and Citizen
o Configure claim form layouts for up to five lines of coverage
o Configure up to 5 data entry events with corresponding system actions
o Reserve&Payment Processing; including approval process
• Reports and Dashboards
o Configure up to 2 default dashboards using standard Origami dashboard widgets.
o Provide up to 20 hours of assistance to configure standard Origami RMIS report templates and/or custom
template design tool.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.
Convert Legacy System Marsh C1earSi0t:
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
-Contacts
-Locations
-File attachments
Client will:
Arrange for an extract of data from Legacy Provider.
Page iv
Loading Other Suanorted Risk Data via Data Imuort 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 Location Information.
• Utilize Origami's standard Data Import Center tools to import the above risk data.
Loadine Carrier/TPA Claims Data for Data Processina—Not Applicable
Confieurine Automated Interfaces,Imports& Extracts To/From 3'd party systems
Origami will.
• Implement import routines and schedules required to accommodate imports listed below.
• Implement export routines and schedules required to accommodate exports listed below.
Client l:
• Arrange for data to be delivered in the agreed upon format,on the agreed upon schedule from the below listed Y4
party vendor(s).
o Accounts Payable Interface—PeopleSoft
o Employee/HR Interface—PeopleSoft
• Coordinate any action required by the below listed ani party vendor(s)to receive and utilize data feeds coming
from Origami in the agreed upon fornnat,on the agreed upon schedule.
o Accounts Payable Interface—PeopleSoft
Confieuration 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 rules.
Client will:
• Provide screen shots of existing intake forms currently in use.
• Work with Origami to identify opportunities to improve on current intake forms and process.
• Specify the workflows and individuals required for event triggered emails,tasks and mail merge
Page v
Training
Origami will:
• Provide 16 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:
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 Includedl Traditional Project Management
Agile Proiect Management
Origami 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
Page vi
Traditional Proiect Manaeement
In addition to Agile Project Management described above,Origami shall designate a Project Manager to provide
[N/A]hours of project management during the Implementation(on average [8] 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
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
*May include on site attendance.
**Project Management assigned as shared role of team members
***Dependent on client input and test cases provided
Page vii
ONGOING SUPPORT
After the Implementation is completed or Client is using the System 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 oneoing Processine—Not Applicable
Maintenance of automated Interfaces,Imports& Extracts To/From 31 party systems
Origami will:
• Maintain import routines and schedules required to accommodate imports from third party systems listed below:
■ Accounts Payable Import from PeopleSoft
■ Employee/HR Import from PeopleSoft
• Maintain export routines and schedules required to accommodate exports to third party systems listed below:
■ Accounts Payable Export to PeopleSoft—including ACH
■ Claims Export to York TPA
Client will:
• Ensure the ongoing performance of import and export responsibilities of each 3rd party system.
Professional Services
This Statement of Work(SOW)includes up to 25 hours of Professional Services in the first year,up to 50 hours in the
second year,and up to 50 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 viii
PRICING AND INVOICE SCHEDULE
The price for the Licenses and Services listed above in this statement of work is$85,000 for the first year,$65,213 for
year two,and$65,213 for year three of the contract. Exhibit B provides a detailed breakdown of the components of the
price.
Payment for Year 1 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 OPTIONS:
1. Pricing for data storage includes storage of up to 10,000 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$4,000 per 50 GB
-Current Annual fee for storne of un to 10,000 Claims/Incidents=$7,500
-Annual fee for storage of 10,001-25,000 Claims/Incidents=$15,000
-Annual fee for storage of 25,001-50,000 Claims/Incidents=$25,000
2.Additional Professional Service hours will be invoiced as incurred at Origami's Unbundled rate listed within Exhibit B.
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.
Page ix
EXHIBIT B
PRICING DETAIL
PRICE QUOTE
Prepared for City of Ft Worth December 1,2015
Qy. rear 1 YW 7 year 3 Cantnerm
3RIGGAMI SOFTWARE UCENM S mo SAW 5,000
ens Adjusting Urn i 17,750 17,750 17,750 StM each Isar 1-5.57,250 each uer&A»0 ILS00
lubes4 0 0 0 S7A
W each user id 70,$1,250 each um 5- >20 SUM
urs 5 7,000 Loon Loon SM each ur
Channels
nrrPrlse Porn)Dao Entry Ucarne two 1 of records per year soon S,OW 5,000 Warr far Enterprise Mda user.(Mitna
b .and ,Aatal4 W-)nrryrir Grant Accor Lion 0 1 ol Grant UNs per year 0 0 o SSO/LOW/ane;62OKMM pvro,S1SSKAIDA W Erma
a Emaa 0 t of 5,000.Tail pacta{es 0 0 O f7R per LM OW(Inerteh
01 FROI/SROI State Rap ftx,4 vn tso 0 1 of open claims awA&dkl 0 0 0 Sloe par per.S3ntas
0 par open claim aRr
muvalves Collection valcollection D 1 of Collection. on ur0 0 0 sum use%S10Rrlo0 Uaars,5706100 users
a 11-rabmh 0 11 o(Usan 0 0 0 S5.001)per year,5400 each hoar 1-$S31s 6-19$75o n•
Star" 0 1 of recons par Year 0 0 0
es SOC 1of AdAtwnM ahwram LWO LOW LM SM par 500 auRads First lW Rea
veer I year 1 year 3 Camnerha
Network and Storage if da+sasheileres 7,500 7,M 7,MSae SOWkrkmd longs
Fee Attectownt smorage d t7•DYN fee AttadtmsrRs 0 0 o S7[par ION%!•®•Oea per IM OIr•YYhad deans A b ddm
55,750 r A,750� A,7S0
ti0dala
vmbers TWO Pre0mers7 rear 1 year 2 rear 3 coeanerm
0 0 0
0 0 •
0 i o
0 0 0
Origami is not respas"for ww far charged by the above clan sources
&<l`-?'c '„at' :* VXMIMCRM?.:AveMx:;:NFX•�POO,..,. f;R',C
Empiwm wterhce 7,000 L000 L CO Dere Premssbrf Fee.Times for seterp"Wed in%ccountsheteaalerW SeMm
0 0 0
Payab47 Wrrinmarface .000 5,00 S,OW
kcm Eapat 3,500 36S0o 3,500
ncidaM Yash Export to TPA 3,000 Imo ON
0 0 0
0 0 0
0 0 0
0 0 0
r x�r i1,Omr i1,Om
ProfarbrW c Hors Professional Ser Mo Fee conmnerha
veer l year 2 year 3 Year l year 2 veer 3
manegemeat W 3,7W mduciss Agile PM delMrabb detYkd 1n SOW
)eQ mwogwn"t 0 0 IMhhdes Traditional PM doll erables denikd h the SOW
Carserfwn •o 14,1100
s Analysis 15 7,776
and Forms 10 LEO
wadw 5 375
ture Desipn 5 975
Tabledgn 5 US
lon 0 0
matwtimm I5 2.775
mpectlom 10 LEO
pweiradmm o 0
ncident Entry Wontdlows S 4675
SMM Access Configuradons 0 0
rftrfa*s)corllgiratwn o 0
itanclard Report Conflgvatio 5 as REOta rnhlWmad wft OertpOaaaa
Ralson Design 1s 7,715 Rapertterh 5,1 asmombed ForClient
Doormen ation 4 740
Training is 21360
TOTAL Implementation Pro(.Services 230 42,550
M moi. :.:
4C:.'<`::Xf`«f..c»>:?n:ic.::;.�yr3'.'t:. .:�:'t14NR,.::::r,wn::).::�Rf•::b:S't :..
:...,:..+.:v:..::........v,.,.v.......v...`S^+µn.. :.a.:..:::.. :::.:.: v.....`.-`.::::�>':':.::.....:,..:.::::::
Ongoing Professiorial Service 25 s0 s0
TOTAL PROFESSIONAL SERVIM 255 so 50 471275 •,250 9.7m IMSOWfbrmppkl6io wk
TnVM a Expense _ Additional ME approved and baled as desclhed In SOW
Du cm t Cook rento Resir a tion ...w^ =":%ate::tiss3k':1 :# :•r'r¢ x900 per attend"for 7 m 0.ances
Tool 99,425 58,000' 58,000
Prise Wed ADcmuncidedon 85,000 65,213 8,213
•Qua"valid urm" 1/11/ls
••Any travel expand and other expw ea not listed above shall be b1Md as Inarced
•••CuneM Profmiorsl SerAm Ran:(S225/N unbundled)or($ISSN bundled)
Page 1
EXHIBIT C
SERVICE LEVEL AGREEMENT(SLA)
SYSTEM AVAILABILITY
Origami Risk will be available 99.5%of the time. 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.
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.
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.
• Emergency: Receive emails concerning outages and other system problems
• Maintenance: Receive emails concerning scheduled maintenance on the system.
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 supportAorigamirisk.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 but in no case in more than 2 hours from notice. The target resolution
time for an urgent issue is as soon as possible.
Client may also call any member of the Origami Risk support team directly.
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
supporta-)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 System Administers can use the tools in Origami Risk to review and change security rights, edit the user
Page ii
profile,and reset the password. User passwords are encrypted in the Origami database using a one-way SHA-1
hash algorithm.
System locks out user after 5 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 128 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.
DATA UPDATES
Claim data updates configured for straight through processing and are received by the Origami Risk FTP server
will be uploaded, converted and available for exception handling within 8 hours. Claim data must be in a
consistent and agreed upon format, encrypted, and named properly.
Page iii
EXHIBIT D
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network (collectively the "Network").
Consultant wishes to access the City's network in order to provide training to staff for use on the Consultant's Risk
Management Information System (RMIS), a cloud based server. In order to provide the necessary support, Consultant
needs access to the City's Internet.
2. Grant of Limited Access. Consultant is hereby granted a limited right of access to the City's Network for the sole
purpose of providing training to staff for use on the Consultant's Risk Information Management System (RMIS), a cloud
based server. Such access is granted subject to the terms and conditions set forth in this Agreement and applicable
provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such
applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and
are available upon request.
3. Network Credentials. The City will provide Consultant with Network Credentials consisting of user IDs and
passwords unique to each individual requiring Network access on behalf of the Consultant. Access rights will
automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of
completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the
contracted services, or upon termination of the contracted services, whichever occurs first. This Agreement will be
associated with the Services designated below.
❑ Services are being provided in accordance with City Secretary Contract No.
❑ Services are being provided in accordance with City of Fort Worth Purchase Order No.
® Services are being provided in accordance with the Agreement to which this Access Agreement is attached.
❑ No services are being provided pursuant to this Agreement.
4. Renewal. At the and of the first year and each year thereafter, this Agreement may be renewed annually if the
following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty(30) days prior to the scheduled annual expiration of this Agreement,the Consultant has
provided the City with a current list of its officers, agents, servants, employees or representatives requiring
Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Consultant shall provide the
City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an
annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of
this Agreement.
5. Network Restrictions. Consultant officers, agents, servants, employees or representatives may not share the
City-assigned user IDs and passwords. Consultant acknowledges, agrees and hereby gives its authorization to the City to
monitor Consultant's use of the City's Network in order to ensure Consultant's compliance with this Agreement. A breach
by Consultant, its officers, agents, servants, employees or representatives, of this Agreement and any other written
instructions or guidelines that the City provides to Consultant pursuant to this Agreement shall be grounds for the City
immediately to deny Consultant access to the Network and Consultant's Data, terminate the Agreement, and pursue any
other remedies that the City may have under this Agreement or at law or in equity.
5.1 Notice to Consultant Personnel — For purposes of this section, Consultant Personnel shall include all
officers, agents, servants, employees, or representatives of Consultant. Consultant shall be responsible for specifically
notifying all Consultant Personnel who will provide services to the City under this agreement of the following City
requirements and restrictions regarding access to the City's Network:
(a) Consultant shall be responsible for any City-owned equipment assigned to Consultant Personnel, and will
immediately report the loss or theft of such equipment to the City
(b) Consultant, and/or Consultant Personnel, shall be prohibited from connecting personally-owned computer
equipment to the City's Network
(c) Consultant Personnel shall protect City-issued passwords and shall not allow any third party to utilize
their password and/or user ID to gain access to the City's Network
(d) Consultant Personnel shall not engage in prohibited or inappropriate use of Electronic Communications
Resources as described in the City's Administrative Regulation D7
(e) Any document created by Consultant Personnel in accordance with this Agreement is considered the
property of the City and is subject to applicable state regulations regarding public information
(f) Consultant Personnel shall not copy or duplicate electronic information for use on any non-City computer
except as necessary to provide services pursuant to this Agreement
(g) All network activity may be monitored for any reason deemed necessary by the City
(h) A Network user ID may be deactivated when the responsibilities of the Consultant Personnel no longer
require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement
at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement,
Consultant agrees to remove entirely any client or communications software provided by the City from all computing
equipment used and owned by the Consultant, its officers, agents, servants, employees and/or representatives to access
the City's Network.
7. Information Security. Consultant agrees to make every reasonable effort in accordance with accepted security
practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and
use. Consultant agrees to notify the City immediately upon discovery of a breach or threat of breach which could
compromise the integrity of the City's Network, including but not limited to, theft of Consultant-owned equipment that
contains City-provided access software, termination or resignation of officers, agents, servants, employees or
representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials.
ACCEPTED AND AGREED:
CITY OF F WORTH: ORIGAMI RISK,LLC: `aw
Suon nis Name: Aaron Shapiro
Assi City Manager Title: EVP
Date: �. Date: April 15, 2016
ATTES ® ST:
By: -
°?� --oB•
Mary a r $° \ o
City Secret°°° �°
x°°000,-- °° ame: Daniel Silverthom
' ZX AS Title: General Counsel
APPROV D J TO FORM D LEGA`
By:
uillermo(WiII)S.Trevino
Assistant City Attorney
MBC: �rl1y
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Origami Risk LLC J Cow manUL
SOl1 MARE LICENSE AND SERVICES AGREEMENT
This SOFTWARE LICENSE AND SERVICES AGREEMENT(this"Aanea**WP is entered into as of March
15.2013(the"lffedhre Dmrt)by and between Origami Risk LLC("Lk&v#r'J and City of Garland,Texas
("(ailed). Licensor and Client hereby agree to all ofthe following terms and conditions.
1.DEFDD310NL m"Servies Provider"shall meat a third-party service
(a)"Cilsmt Data"shall mean the data provided or Provider of Client's and/or of its Affiliates.
inputted by or on bebalf of Client or Third Party User for (m)"User"shall mean any individual wing or acearessing
use with the Licensed Software. the Licensed Software.
(b)"Confideetial Information"shall mean,all (a)"Third Party User"shall mean a User who is a
confidential and proprietary information of a party, Service Provider of the Client.
including,without limitation,business plans,strategies, (m)"Nom-Lica■sor Emits"shall mean(i)act or
products'software'source code'object code'data models' omission of Client,its Affiliates or Third Party User
discoveries,inventions,developments,know-how, including any delays in their performance or cooperation
improvements,works of authorship,concepts,or with respect to the obligations set forth in Section 2(h)or
expressions thereof,whether or not subject to patents, any Statement of Work;(ii)failures of Client's or Third
copyright,trademark,trade secret protection or other Party User's equipment or software(other than the
intellectual property right protection. Client Data is the
Confidential Information of Client Licensed Software);or(iii)Forts Mgjeura Event as
defined below.
(e)"Proprietary Rights"shall mean intellectual property 3.LICENS .
and proprietary rights including copyrights,patents,
trademark:,and trade secrets. (a)License. Subject to this Agreement,Licensor hereby
(d)"Software"shall mean the object code version of the grants to Client,for the terga set forth in the Statement(s)
software products set forth in the deliverables section of of Work,a non-exclusive,nontransferable,non-
any
wo-any applicable Statement of Work hereto wad made assignable,non-sublicensable,limited license for Client
available to Client under this Agreement by Licensor. and its Affiliates and Third Party Users to access and use
the Licensed Software solely for the business purposes of
(e)"Custom Software"shall mean specifically modified Client,its Affiliates,and 7bird Party Users.
reports,dashboard panels,or other features or modules of
the Software created by Licensor for Client described in a (b) l be con trued al gr Nothing Chi in this Agreement
signed Statement of Work or other written agreement shell be construed a.a gnat to Client of any right to,and
between parties. Client shall not,and shall not permit any third party to:(i)
reproduce any of the Licensed Software or any portion
(1)"Llesmsed Software"shall mean the Software and thereof;(ii)distribute,disclose or allow use of any of the
Custom Software. Licensed Software,or any portion thereof;in any format,
(g)"Docamentatiom"shall mean reference materials thigh any timesharing service,service bureau,network
regarding the Software or the Custom Software. or by any other meant,to or by any third party;(iii)
decompile,disassemble,or otherwise reverse engineer or
(h)"Statement of Work*shall mean any statement of attempt to reconstruct or discover any source code or
work entered into and mutually approved by the parties underlying ideas or algorithms of the Licensed Software in
pursuant to this Agreement from time to time and attached any manner,(iv)create derivative works from,modify or
hereto in Exhibit A. alter any of the Licensed Software in airy manner
(1)"Services"shall mean wenn specified in any Statement whatsoever,(v)use or acoes the Licensed Software In a
of Work provided by Licensor pursuant to this Agreement. manner that could damage,disable,overburden,or impair
any Licensor servers or the networks ccmnected to any
(p"Fees"shall mean the fees payable pursuant to this Licensor server.(vi)interfere with any third party's use
Agreement as set forth in any Statement of Work. and enjoyment of the Licensed Software;or(vii)attempt
(k)"AANate"shall mean,with respect to a party,its to gain unauthorized sccess to the Licensed Sottwere,
parent company and subsidiaries and/or controlled accounts,computer systems,or networks connected to any
corporations or entities which aro directly or Indirectly Licensor server.
controlled. (e)Users. The number of permitted Users shall be as set
forth in Exhibit A and B. Client acknowledges and agrees
OdsW JUrt Lima AWOMM
May 13.2011
IT-Contract - 05/02/2013
. a0trraarx!'w.
that each User still awes and use the Licensed Software (ii)provide adequate resources to participate in or
through a unique and reasonably secure username and facilitate the performance of the Services;(Iii)timely
peasword. Except Client's and its Affiliates'system participate in meetings relating to the Services;(iv)assigrh
administrators where reasonably necessary for personnel with relevant training and aotperienee to work in
administrative or security purposes,no User may use the consultation with Lieanson,(v)provide the equipment
usenumaktow identification or password of any other required to operate the Licensed Software;(vi)take
User. reasonable measures to safeguard the user ID's,passwords
(d)Tblyd Party Access. Client shall also have the right and other beCUrity dsts'methods and devices ftwnbbedl to
for Chat and Affiliates to permit Third Party Users to Client in connection with the Licensed Software and
access or use the Licensed Software in acoosdamce with Pmt uaatAlhorithed access to or use of the Licensed
the terms and conditions of this Agreernent.provided dug Software;(vii)be r+e m ecuri for Client or appnetworopriate
71►ird Party User has agreed in writing in advance to be equipment and system security required(v appropriate is
bound by at least the acme restrictions with respect to the C°°°e�om wait the Licensed Software;(viii)have sok
Licensed Software as Client. Any rights granted responsibility for the accuracy,quality,integrity,legality,
Dab
D
reliability and of all Client Data;
hereunder with respect to the Licensed Software to Third
be
Patty Usshall expire or Laminate immediately transmit Client Data Doty b an encrypted format,to
ers
mutually a
the expiration or termination of the Agreement in greed by the panda;and(x)take such other
accordance with its farms. Client shall be fully Agreement,
as arc required of Client ptnauamt to this
responsible for(1)ensuring the compliance of Affiliates Agreement,including any Statement of Work
and Third Party Users with the teems and conditions of (h)Client Warranty. '[lite parties acknowledge and agree
this Agreement and(2)all violations of the terata or that during the term of this Agreement Client,its
conditions of this Agreement by Affiliates and'Third Party Affiliates,die Third Party Users or oder third parties may
Users. disclose certain Client Data,including personally
(e)Proprietary Rights. Client acknowledges that identifsbie data regarding employea or other individuals,
Liconw is the exclusive owner of all right,title and to Licensor for the benefit of Client,its Affiliates,or Third
interest in and to all Licensed Software and all Proprietary Pte'Users. Client represents and warrants to Licensor
Rights related thereto.regthrdless of any participation or that: (i)Client,its Aff3llatee,Third Party Users and such
collaboration by Client in the design,development or other third partes aro authorised to disclose the Client
implementation of any such Licensed Software. No tide Data to Licensor for use pursuant to this Agreement;(ii)
or ownership of Proprietary Rights in and to the Licensed such disclosure does not and shall not violate applicable
Software,or any component thereof,is transferred to law or,if applicable,Cheat's or its Af ilistes'agmerneats
Chat%its Affiliates or any third parties hereunder. To the with or privacy notices to individuals with respect to
extent that any such Proprietary Rights do not otherwise whom the Client Data relates;and(iii)Client shall not
vest in Licensor or its licensors,Client hereby agrees to request Licensor to use,disclose or otherwise process
promDth'assign such Proprietary Rights to Licensor or its Client Data in any manna that would not be permissible
licensees,and to do all other acts reasonably necessary to under applicable law or,if applicable,Clients or its
perfect Licensor's or its licensors'ownership thereof, Affiliates agreements with or privacy notices,to
without additional consideration of any kind. individuals with respect to wham the Client Data relates,
if done by Client
(f)Nodaes of Lthioposeat. in the event Chat discovers h)Non-Lkessor Events. Client acknowledges and
or is notified of an actual or suspected infringement of die agrees that Licensor shall not be responsible or liable for
rights of License or its licensors in or to the Licensed any delay or failure in its performance of any duties or
Software or any unauthorized access to or use of the obligations to this including an
Licensed Software(each,an"Infringement"),Client shag P fit'' u Y
sotif�Licensor of such known or suspected Imfl�ingement wite from an Work,if such delays ts failures result or
and terminate such Infrimgement to the extant within arise from any Non-Licensor Events.
Client's or its Affiliates'control. Client agrees to 3.
reasonably cooperate with and assist Licenew(at
Liceasoes sole expense)in protecting,enforcing and During the term cc this ce with thint,s
Licensor shall perform
defending Licensors rights in and to the Licensed the Services in accordance with this Agreement,imolud'mg
without limitation,the Statements)of Work.
(S)Client Obligations. Client shall: (i)provide Licensor d'
FINANCIAL TERMS
with reasonable access to Client's premises as appropriate (a)Fees. Cheat shalt pay to Licensor the Fees in
to enable Licensor to perform its obligations hereunder, accordance with the Canpensatiom Summary included in
2
IT-Contract - 05/02/2013
CONFM MAL
soy Statament of Work or as otherwise agreed In writing Section 5: (1)information that is publicly available or
by the parties.Fees for additional services or expenses,if later becomes available other than through a breach of this
soy,will be invoioed monthly as incurred. Agreement;(H)information that is known to the
(b)l,:peaesa. Client sbaU reimburse Licensor for all Receiving Party or its employees,agents or
reasonable,documented and pre-approved out of pocket representatives prior to such disclosure or is independently
tmel.lodging.meal sad otter expenses reasonably developed by the Receiving Party or its employees,agean
Incurred by Cleanser la the course of performing the or representatives subsequent to such disclosure;or(III)dui information that is subsequently lawfully obtained by the
Receiving Party or its employees,agents or
(e)Taus. Client is a tax exempt entity and therefore will representatives fi+om a third party without obligations of
not be required to pay taxes. oonfldendalky;(iv)this Agreement. If the Receiving
(d)Payments. All Few under this Agreement shall be Party is required by law to disclose any portion of the
payable by Client in accordance with the Billing Schedule Disclosing Party's Confidential Information.Receiving
sat forth in any Statement of Work or as otherwise agreed Party shall give prior timely notice of such disclosure to
by the paries. Fees shall be due within thirty(30)days of Disclosing Party to permit Disclosing Party to leak a
invoice date. Except as provided in Sections 6(b)and protective or similar order,and,absent the entry of such
fl(a),all Fees paid hereunder aro non-reftndable. If Client an order,Receiving Party WWI disclose only such
does not pay an invoice fltteen(15)days after notice that Confidential Wmastion as is necessary be disclosed in
Licensor Intends to terminate this Agreement for response to such subpoena,court order,other similar
nonpayment.then this Agreement and all of Clint's rights document,ent,or other applicable law.
hereunder will terminate without fwther notice. (e)Survival. The obligations act forth in this Section 5
shall survive the termination or expiration of this
Agreement.
(a)CoalldeetW lafotsatbr. Each party acknowledges 6.
and agrees that during the term of this Agreement It may
TERM AND TZRIMATION
be fWnished with or otherwise have access to Confidential (a)Teva. This Agreement shall commence on the
information of the other party. The party that has Effective Date sad remain in effect for five(5)years,
received Confidential Information(the"lleceh ft unless terminaoed sooner until terminated in accordance
Pali'),in fulfilling its obligations under this Section 5, with this Section 6. Lioeusor will provide no lees than 60
shell exercise the same degree of care and protection with days notice to Client before the Agreement is scheduled to
respect to the Confidential Information of the party that terminate.
has disclosed Confidential information to the Receiving (b)Tera tudon. This Agreement may be terminated by:
Party(the"Dutscfmft!'hro")that it exercises with
respect to its own Confidential Information,but in no (i)Licensor pursuant to Section 4(d)or Section g(a);or
event shall the Receiving Party exercise lass than a (ii)either party if the other party breaches any uaaterial
rasonabk standard of care. The Receiving Party steal I tens and fails to cure such breach within tlnbty(30)days
Daly use,access and disclose Confidential Information a afbr receipt of writt+as notice thereof. If Client tatninates
necessary to fWflll its obligations under this Agreement, the Agreement6(for Lioew shnsor'sall
breach in o Clic w with
including any Statement of Work,n exercise of its right �Section 6(b),Licensor shall refund to Chart,within
expressly granted hereunder,or as required bylaw. forty-five(4S)days of the effective date of such
terminations,any prepaid but unearned Fees a pro-rats
Receiving Party shall not directly or indirectly disclose, w
sell,copy,distribute,republish,create derivative works basis)paid to Licensor len advances by Client,without
from,damontartle or allow any third party to have access prejudice to Client's other legal reasedies;or(iii)Clint,
without cause upon thirty(30)days written notice to
to any of Disclosing Partys Confidential Information; Licensor.(e)Noa-Appreptintba of Fasda. This
provided that:(i)Receiving Party may disclose the Agreement may be terminated by the Clint without
Disclosing Party's Confidential Infatuation to its further notice or further liability between the patties,in the
Affiliates who have a need to know;(ii)Licensor shall
have a right to disclose Client's Confidential Information event the Client does not have funds sufficient to continue
to Clint's Affiliates and Service Providers,and this Agreement or such funds aro not appropriated by the
Licenser's employees and other agent;and(iii)all use of City Council of the OWL In the event of termirnation
the Disclosing Party's Confidential Information shall be under this section,the Client shall pay Licensor the dab all
subject to all the restrictions set forth in this Agreement. tamely completed and conforming week donee tto
of termination,euro to Lioeaaor the Software anti all
(b)Bulasfoma. The following information shall not be copies thereof or delete or destroy all copies of the
considered ComtidentW Information subject to this Software within the possession of the Cheat.
3
IT-Contract - 05/02/2013
CONnDgNTIAt.
nonconforming Services provided that Licensor must have
(d)Events Upon Ezpimden or Termination. Upon hftreceived written notice of the nonconformity from Climt
expiration or torminstion of this Agreement:(I)Client no later than ninety(90)days after the original
shall promptly cease all we of the Licensed Software;(ii) Performance of the Services by Licensor.
Licensor shall invoice Client for all accrued Fees, (c)Disclaimer. EXCEPT AS OTHERWISE
Including the fall amount of any implementation fees EXPRESSLY STATED IN IM AGREEMENT,
specified in any State net of Work or Exhibit B,and all LICENSOR MAKES NO WARRANTY OR
reimbursable expenses. Client shall pay the invoiced REPRESENTATION WHATSOEVER,ETCHER
amounts.Including from previously issued invoices, EXPRESS OR IMPLIED,WITH RESPECT TO THE
within thirty(30)business days of Client's receipt of such LICENSED SOFTWARE OR SERVICES,INCLUDING
invoice;and(iii)If requested by Client no later than thirty QUALITY,PERFORMANCE,MERCHANTABILITY,
(30)days of the expiration or termination of this FITNESS FOR A PARTICULAR PURPOSE OR NON-
agreement and not more often than annually,and if Client INFRINGEMENT. NO LICENSOR AGENT OR
has paid all invoiced fees,Licensor will at its expense EMPLOYEE IS AUTHORIZED TO MAKE ANY
provide electronic files containing Client's data for claims, EXPANSION,MODIFICATION OR ADDITION TO
transactions,locations,policies,values,fleet,contacts, THIS LIMITATION AND EXCLUSION OF
notes,and tasks. WARRANTIES IN THIS AGREEMENT. Licensor°hall
(e)Survival. Except as otherwise set forth heroin,in the not be responsible for. (I)any non-conformities of the
event of termination of this Agreement for any reason,the Licensed Software with Documentation,omissions,
provisions of Sections 2(e).(f),(g),(h1.(i),S,6(c),7(c),8, delays,inaccuracies or any other failure caused by
Climes,
9, 10.and l 1,as well as all payment obligations,shall its Alriliates or any Third Party User's computer
survive. systems,hardware or software(other then the Licensed
Software),including by interfaces with such third party
7.Lgd=WARRANTY software,or any inaccuracies that such systems may cause
(a)Software Warranty. Licensor warrants that the within the Licensed Software;(ii)say insoeuracies in or
Licensed Software will perform in all material respects in failures of the Licensed Software to conform to the
accordance with the Documentation when used in Documentation arising out of the use of a version or
accordance with the terms of this Agreement on the rebase of the Liomhsed Software other than the most
hardware and with the third-party software specified by recent version or release made available to Client by
Licensor from time to time. Client's sole remedy for any Licensor,(iii)any data that Licensor receives from Client,
brach by Licensor of the warranty provided in this Thi Party Users or third party sources and including the
Section 7(a)shall be replacement of the nonconforming ms's accuracy or completeness,or Client's claim
Licensed Software with conforming software,at handling decisions;or(iv)the Licensed Softwaro to the
extent it is modified by anyone outer than Licensor.
Licensor's sole expense,as described herein. Licensorextent
disclaims say liability for interception of any
shall deliver to Client re error/bug
Licensed Software,a such data or communication,including of encrypted data.
work-around and/or an error/bug fix as may be necessary
to correct the nonconformity. In the event that Client Client agrees that Licensor shall have no responsibility or
gives Licensor notice of an apparent nonconformity that liability for any damps arising in connection with access
Licensor reasonably determines is not due to soy fault or to or use of the Licensed Software by Client,its Affiliate°,
fallure of the Licensed Software to conform to the or Third Party Users other than as authorized by this
warranty provided herein,all time spent by Licensor Agreement.
resulting in such determination,including time spent g.
attempting to correct the problem,shall be charged against
Client's client service bows,or,if client service hone (a)Ldamnifiatbn. Notwithshrnding.ny other
have been exhausted,charged to Client at Lic ensor's then provision of this Agreement,harmless
a agrees to fully
eft
current hourly rate for such services. indemnify,and hold Client harsaleas and defend,Bette,or
pay any claim or action against Client,its present,future
(b)Services. Lime"represents and warrants that the and former agents,employees officials and represeatatves
Services shall be performed in a professional and in their official,individual and representative capacities
commercially reasonable manner consistent with the for infringement of any U.S.patent or copyright or any
standard of care exercised by those providing the same or other intellectual property right arising from Client's use
similar services in the some or similar locality under the in accordance with this Agreement of the Licensed
sane or similar circumstances. Client's sole remedy for Software. if the Licensed Software or any part of the
brach of this warranty shall be re-performance of the Uoemsed Software is held to infringe and the use thereof is
4
IT-Contract - 05/02/2013
i
enjoined or restrained or,if as a result of a settlement or SUBSTITUTE SOFTWARE,SERVICES OR DATA,OR
compromise,such use is materially adversely restricted, FOR CLAQMS BY THIRD PARTIES,EVEN IF
Licensor shall,at its own expanse and ser Chart's sok ADVISED OF THE POSSIBILITY OF SUCH
remedy therefor,either.(i)procure for Client the right to DAMAGES.
continue to use the Licensed Software;or(ii)modify the UNDER NO CIRCUMSTANCES SHALL LICENSOR'S
Licensed Software to make it man-infringing,provided AGGREGATE MAXIIMUM LIABUJTY UNDER OR M
that such modificWon does not mate ally adversely affeot CONNECTION WITH THIS AGREEMENT EXCEED
Client's authorized use of the Ucehsed Software;or(111) THE PAYMENTS ACTUALLY MADE TO LICENSOR
replace the Licensed Software with a functionally HEREUNDER DURING THE TWELVE(12)MONTHS
equivalent non-infringing program at no additional charge PRECEDING THE DATE ON WHICH ANY CLAIM IS
to Client;or(iv)if none of the foregoing alternatives Is MADE AGAINST LICENSOR.
reasonably available to Licensor,terminate this
Agreement and refund to Client any prepaid but unearned 11.0gai"
Fees paid to Licensor in advance by Client prior to the (a)Client shall not have the right to assign,transfer,or
effective date of the termination. sublicense any obligations or benefit under this
(b)Exd=ions. Lioensoes Inderrhniflcation obligations Agreement without the prior written consent of Licensor.
under Section II(a)shall not apply where the claim is Except as otherwise provided herein,this Agreement shall
based in whole or in part on: (i)modifications to the be binding on and inure to the benefit of the respective
Licensed Software or any component thereof made by successors and permitted assigns of the parries. Licensor
anyone other than Licensor.(i!)use of any Licensed must provide at least sixty(60)days notice to Cheat
Software in combination with a product not supplied by before any assignment.transfer,or sublioense.
Licensor,(fin)use of any Licensed Software other than in
or
accordance with this Agreement or the Documentation. (b)Licensor may tthe fact that Client has
procured a license for the
Licensed Software.Licensor
(c)Condact. Licensor shall have the sole right to conduct will not state or imply that Client endorsee or recommends
the defense of any such infringement claim or action and the Licensed Software without the written permission of
all negotiations for Its settlement or compromise,and to Client.
settle or compromise any such claim. Client agrees to
cooperate and endeavor to ensure that ib Af>8lJates (e)No changes or modifications to a waivers of any
cooperate with Licensor in doing so.Client agrees to give evidprovision of this Agreement shall t at is sign unless
Licensor prompt written notice,in no case longer than authorize in a represwritteentatives
ves ofb both
that le signed by
within seven(7)business days of receipt or discovery,of
0�� of both parties.
any throat,warning.or notice of any such claim or action, (d)In the event that any provision of this Agreememt sten
with copies of any sad all documents Client,its Affiliates be determined to be HhW or unemUcembK such
or Third Party Users may receive relating therm. provision shall be htnW or eliminated to the minimum
f. This section doesn't apply. extent necessary so that this Agreement WWI otherwise
remain in full force and effect and enforceable.
10.LUKITATION (e)Ibis Agreement sbW be governed by and construed in
IN NO EVENT WILL LICENSOR BE LIABLE UNDER accordance with the laws of the State of Tom. The sole
OR IN CONNECTION WITH THIS AGREEMENT FOR jurisdiction and venue for anchors related to the subject
INDIRECT,SPECIAL,PUNITIVE.INCIDENTAL OR matter of this Agrawwo shall be the state and federal
CONSEQUENTIAL DAMAGES IN ANY ACTION courts locatod in Dallas County,Texas.
ARISING FROM OR RELATED TO THIS (1)Licensor shall have no liability for any Wh re or delay
AGREEMENT.WHETHER BASED IN CONTRACT, in perfonnamoe of its obligatlons under this Agreement
TORT,INTENDED CONDUCT OR OTHERWISE, because of circumstances beyond its reasonable control,
INCLUDING WITHOUT LIMITATION,DAMAGES including without limitation.ads of God,fires.floods.
RELATING TO THE LOSS OF PROFITS,INCOME, ew*uakos,wars,civil disturbances,terrorism.sabotage.
GOODWILL OR REVENUE,COSTS INCURRED AS A accidents,tmunW ly severe weather,labor disputes,
RESULT OF DECISIONS MADE IN RELIANCE ON governmental actions,power failures,viruses that are not
THE LICENSED SOFTWARE,LOSS OF USE OF THE preventable though generally"lable retail produce,
LICENSED SOFTWARE OR ANY OTHER ;naWlity to obtain labor.material or equipment.
SOFTWARE OR OTHER PROPERTY,LOSS OF catastrophic hardware faff res,usage spikes,attacks on
DATA,THE COSTS OF RECOVERING OR Licensor's server,or any inability to transmit or receive
RECONSTRUCTING SUCH DATA OR THE COST OF information over the Internet,(each,a"Force Majahre
3
IT-Contract - 05/02/2013
COMPOWTUL
Event") nor dull any such failure or delay give Client the (h)This Agreement takes precedence over any conflicting
right to terminate thio Agreement. statement or provision in any Statement of Work and any
(g)Client acknowledges that its breach of this Agreement other document fi rnisbed by Licensor. This Agreement,
may cause hTepamble injury to Licensor that may not be including all Exhibits hereto,is the complete Moment of
adequately compensable in money damages,and for the agreement of tate parties with respect to the subject
which Licensor shall have no adeclude remedy at law. In matter of this Agreement and supersedes all prior ocal and I
the event of broach of Sections 2 or 5 of this Agreement, written agteemeets with respect to the subject matter
Licensor shall be entitled to seek equitable relief to protect hereof
its interests,including but not limited to preliminary and (q This Agreement may be executed in counterparts,each
permanent injunctive relief. Client hereby waives any of which will be deemed an original but all of which
requirement of the posting of a bond that may apply for together shall constitute one and the same Agreement.
issuance of any injunctions,orders or decrees.
1N WTTNESS WHEREOF,the parties have executed this Agreement as of the Effective Date.
Origa
mi
Risk LLC City of Ge d.Texas
By:
(Authorized Representative) (Awwrined Representative)
Name: Po6.4 4. k4ri c:M Name: 3R`1/y1L. pt?A t)
Title: PM:L* Title: ATSIST-IT etStl�Arf�Gt:'R
6
IT-Contract - 05/02/2013
i I
I I
EXH[BIT A
STATEM M OF WORK-NUMBER ICOGT-1343151
This Statement of Work("SOW')describes services to be perfatmed by Origami Risk LLC("Origami')
for City of OarW4 Texas("Client"). This Statement of Work is subject to all the tams and conditions
of the Software License and Services Agreement between Client and Origami,into which it will now be
integrated as Exhibit A.
PROJECT SCOPE
Provide and implement risk management information system(RM).Client will use Origami to import
claim data from internal spreadsheet:(15 Excel Spreadsheets)and other supported risk data such as
policies,exposures,and location COPE using the data import capabilities of Orip=L Client also plans to
use the advanced risk dashboard and reporting features of Origami to improve efficiency and to help
analyze sad better manage the cast of risk.
WORK NOT IN SCOPE
The project scope includes using Origami Risk for claims administration,including setting reservm
setting payments,but does not include the electronic State EDI service of filing fust and subsequent
reports of igjury to State agencies or CMS-I I I functionality which were listed as optional services and
not elected by the City.
CLIENT ROLES
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 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.
LICENSES
Year 1 Licenses
Year I represents system use by the four cone Risk Management users to allow for their greater system
familiarity before rolling out to the field.
e Claims Administration Licenses: One(1). These licerms have access to all the features and
capabilities of Origami Risk except those features that require a third party agreement,identified
below.
e Light License: Two(2)_. These licenses have access only to the dashboard,view-only acees
to chums,tranactioa,tasks,and notes,and running reports.
e Ligbt Licenses including City Finance Dept thnctlonality One(1)_. These licenses have view-
only access to claims.Tbese users also have the ability to approve claimant transactions/payments
to support the City's Liability payment review function.These users may also have work-flow
tasks assigned to them.
e Full User Licenses: Two(2)_ These licenses have access to all the capabilities and features of
Origami Risk except for check writing,CMS 111,and those features that require a third party
agnecinent,identified below.
e Incident Licenses: -Enterprise_. These licenses have access only to the incident module of
Origami.This license allows for multiple field users from the City's staff to connect to the system
for the simple purpose of reporting an incident.
Page t
'T
IT-Contract - 05/02/2013
COnivtatirrut.
Additional Licenses•
Adding Addk[QgWjjgj=:
At any point in the engagemad,Client has the option to add any volume of client licenses at Origami's
then prevailing license ran.
Client has pre-arranged the option to add up to 125 Light user licenses at pm negotinted/locked in rates.
Through a period of 18 months from the execution date of this agreemeut,Client may elect to increase
their license count with the addition of up to 125 Light licenses(which reflects the 75 City Managers and
50 additional limited use users.)For this time period,these users will be added at the rate of$200 per
user/annually.
Not included functionalblice
Features that ro*m a third party agreement,usually for an additional fee,to be miabled in Origami
include:
CMS l 11 using a third party provider.
- Advisen policy banchmarking.
- EDI state compliance reporting
- Predictive analytics
HOSTING
Origami will host the application and data in a secure iota, acoessible environment. Origami will
backup Client data at periodic intervals each day.
EffLEMENTATION
Implementation is the proves of configuring Origami for use by Client Including system settings,loading
data,training users,and other work identified in this section of the SOW. The implementation phase is
completed when the client is live on Origami.
Lawing Claims Data
All data will be provided by the City to Origami in a mutually agreeable format.
Client will:
Arrange for Worbn'Compensation claims data to be sent to Origami from the Third Party
Administrawr(TPA)Racordables system
- Arrange to send the Auto,OL,Property data housed by the City on 15 Microsoft Excel spreadsheets
(each reflecting the respective fiscal year).
Origami will:
Provide data request letters to Client suitable for requesting claim data from Recordables
Page ii
IT-Contract - 05/02/2013
r
All data will be provided by the City to Origami in a mutually agreeable format.
Client will:
Provide.or arrange to provide,one or more spreadsheets eartaining Client's risk data in the format
supported by Origami,
With assiatanoe from Origami,using the import tools or Origami upload the risk data.
Origami will:
Provide training and support to Client as needed.
Svstem Confissuat rl
Origami will:
- Configure fields and field labels for up to 6 coverages.
Develop the claim forms for up to 6 coverages.
Develop the incident form for up to 6 coverages.
- Configure up to 10 fiscal and policy periods.
. Configure up to 3 dasbbow*using standard Origami dashboard panels.
- Configure up to 6 reports using standard Origami RMIS templates.
Configure up to 2 report distribution list.
Client will:
- Provide specifications,direction,and feedback as needed by Origami.
- Configure additional default dashboards,fields,forms,user roles,distribution Bats.reports and other
features as needed by Client
Training
Origami will:
Provide Sixteen(16)hours of training to Client Users as shown on Exhibit B. 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.
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 internal access so
Origami can perform the training and also provide for transportation and other expenses for Client
employees who attend training.
ONGOING SUPPORT
Ager the implementation is completed or the client is using Origamk this section of the SOW will
describe Origami services through the remainder of dee term of dds SOW.
Data Sources
Origami will:
Process the claire data updates received fiom Client data providers:
o TPA feed of WC claims from Recordables system processed Monthly
Page iii
IT-Contract - 05/02/2013
1
• . COMDOr1'IAL
o Produce Daily Batch files of psymeat information to City Finance(Cayente)system.Cayeata
system to generate checks.
o FIR system(epamuility)integration processed Weekly
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 error or missing data from data
providers.
HelpdDik
Origami Risk will provide up to Sixty(60)hours of Account ManagernentUpdak support each year to
Client Nelpdaak support includes services to assist Client to uw Origami and includes answering
questions about Origami,general assistance with Origami,and additional trsinhrg.
PRICING AND INVOICE SCHEDULE
The first year fee for Origami licenses and services listed above in this statement of worts is$74,725.
A$37,362 payment for year one is due on the signing of this SOW and a subsequent payment for$37,363
will be due the earlier of go-live or throe(3)months from the date of the signing of this SOW.
Payments for year 2,3,4,5 aro due on the anniversary date of the contract.
Origami will provide Client with a valid invoice for each payment due under this Agreement
Exhibit B provides a detailed brealkdown of the components of the price.
If needed,additional services can be purchased through an addendum to this contract. All fees are subject
to State Saks Tax,where applicable.
STATEMENT OF WORK APPROVAL
The undersigned agree to this Statement of Work.
Origami Risk LLC
Title (><1T�S'�W GtT{IYIAIIA�'�'
Name /`c>�c+�(- Rr4r;eTsL
signature J l�5Date 5-23-13
Title Pits; &.A
Daft 4�3.a1 Zor 3
City of
Name
signature tiQft L `aP.ApFt7tZp
Page iv
IT-Contract - 05/02/2013
CONFIDENTIAL
EXHIBIT B
PRICING DETAIL
PRICE QUOTE ORIGAWRISK
March 18,2613
Prepared for City of�Garland, TXT� Year I Year 2 Year 3 Year 4 Year 5
Claims Administrator Licenses 1 3,000 3,000 3,000 3,000 3,000
Full Licenses 2 S,ODD 5,000 5,000 5,000 5,000
Light Licenses 2 40D 400 400 400 400
Light Licenses 8nciudes City
Finance review/approval) 1 200 700 200 200 200
Incident kntry Licenses-
-Enterprise--multi-user 1
(up to 1,SMIncidents/daims�yr) 5,000 5,000 5,000 S,0DO 5,000
Hosting,Network,and Storage 25,000 claims/incidents or fewer 7,SW 7,500 7,500 7,500 7,500
Attachment Storage
(d nso,e than 25419 need.d;2e per GO of add'i attachments
V..'(w 10006) 0 0 0 0 0
21,100 21,100 21.100 21,100 21,100
Fregnen
Volume Type cY Year 1 year 2 Year 3 Year 3 Year 3
Vatslde TPA'feed-Recardables Clairn/Tran Monthly I.ODO 2,000 2,000 2,000 2,000
Internal Data One-time 12,250 0 0 0 0
Integration w/City Finance(Cayenta) Monthly 3,500 2.000 2,000 2,0W 2,000
HR"am-epersonakty Weekly 3300 2.000 2.000 2.000 2,000
21,250 6,000 61000 6,000 61000
Professional Service Nan Professional Service Fee
Year 1 Year 2 Year 3 year 4 Year S Year 1 year 2 Year 3 Year 4 Year 5
Project Management 6 2 2 2 2 1,050 350 350 350 350
System Analysis 8 0 0 0 0 1,400 0 0 0 0
Screen Design 25 4 4 4 4 4,375 700 700 700 700
Security Configuration 8 2 2 2 2 1,400 350 350 350 3SO
Location Structure Design 10 2 2 2 2 1,750 350 350 350 350
Code Table Design 0 0 0 0 0 0 0 0 0 0
Data Imports or Extracts 30 0 0 0 0 1,750 0 0 0 0
Report Design 10 0 0 0 0 1,750 0 0 0 0
Documentation 2 0 0 0 0 350 0 0 0 0
Workflow Design 10 4 4 4 4 1,750 700 700 700 700
Training 16 4 4 4 4 2,800 700 700 700 700
State WC Forms(up to 5) 20 0 0 0 0 3,500 0 0 0 O
System SS+ppfltl
Account Mgt./Helpdesk 60 60 60 60 60 10,500 10.500 10500 10,500 10.500
M 76 73 7e 78 32,375 13,6SO 13,650 13,650 13,650
•Quota vela until May 1,2013 74,724 40,750 40,7SO 40,7SO 40,750
OF"OkAL URVKIS
��1lJ��I�IIIMII�
Source Code Iscrow 000 1000 000 1,000 2.000
CMS 111 far 1 ARE-Direct through Odgami 5,000 5,000 S,000 5,000 5,000
5,000 5,000 5,0011 5,000 5,000
(.eery M4M11
it any 4aktmII I•anyµtcheli I•am hktcheit(.anykstchetl
State EDI services(through Mitchell uuge fe.sl u>age fees) usage lees) usage fees) usage fees)
Page 2
CERTIFICATE OF INTERESTED PARTIES FORM 1295
iofl
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
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-51425
Origami Risk LLC
Chicago,IL United States Date Filed:
2 Name of governmental entity or state agency that is a party tot the contract for which the form is 05/06/2016
being filed.
City of Fort Worth 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.
16-0220
Risk Management Information System(Cloud-Based Software)
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Cope,Timothy Ridgewood,NJ 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
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,undernal
pe ry of perjury,that the above disclosure is true and correct,
DANIEL STUELPNAGL
OFFICIAL SEAL
' Notary Public,State of Illinois
My Commission Expires
February 23,2019 Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE [/
Sworn to and subscribed before me,by the said L//�--4,,, l ���T"`"r^ ,this the day of
20� to certify which,witness my hand and seal of office.
77-_
Signature of off' t adrp(nistering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.1021
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 6/14/2016
DATE: Tuesday, June 14, 2016 REFERENCE NO.: **P-11883
LOG NAME: 13P16-0220 RISK SOFTWARE SB HR
SUBJECT:
Authorize Execution of a Master Services Agreement with Origami Risk, LLC., in the Amount Up to
$85,000.00 for the First Year for Software License and Services Associated with Risk Management
Information System Using a Cooperative Contract (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize Execution of a Master Services Agreement with Origami
Risk, LLC., in the amount up to $85,000.00 for the first year for Software License and Services Associated
with Risk Management Information System, using City of Garland COGT 130315 Contract.
DISCUSSION:
The Human Resource Division will use this Risk Management Information System (RMIS) Cloud Based
Software to meet the demands of the department. RMIS cloud base software offers additional software
capabilities and efficiencies related to Claims and Safety to better streamline processes, provide additional
storage of information, and increased opportunity to analyze needed information.
RMIS will include all facets of Incident Reporting, Claim and Lawsuit Management, Risk Exposure, and
Property Management. RMIS will also include safety features for tracking aspects of Safety inspections
and Loss Control recommendations and Certificate of Insurance storage capabilities. The master service
Agreement includes software cost, data conversions, customization, configuration of screens and
processes, installation, training, testing, and maintenance.
PRICE ANALYSIS -The price for the Licenses and Services is $85,000.00 for the first year, $65,213.00
for year two, and $65,213.00 for year three of the contract. There is a nine percent savings over the life of
the Agreement; compared to the previous Agreement awarded February 5, 2013 (M&C C-26082). Staff
certifies that the prices are fair and reasonable.
COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a
Cooperative Purchasing Agreement satisfies state law requiring that the local government seek
competitive bids for purchase of the item. The City of Garland contract has been competitively bid to
increase and simplify the purchasing power of government entities across the State of Texas.
M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by the
Purchasing Division and approved by the M/WBE Office, in accordance with the BDE Ordinance, because
the purchase of goods or services is from sources where subcontracting or supplier opportunities are
negligible.
ADMINISTRATIVE CHANGE ORDER -An administrative change order or increase may be made by the
City Manager in the amount up to $21,250.00 and does not require specific City Council approval as long
as sufficient funds have been appropriated.
Logname: 13P16-0220 RISK SOFTWARE SB HR Page 1 of 2
AGREEMENT TERM - Upon City Council's approval this Agreement shall begin June 22, 2016 and expire
June 21, 2019.
FISCAL INFORMATION /CERTIFICATION:
The Director of Finance certifies that, upon approval of the above recommendations, funds are available in
the current operating budget, as appropriated, of the Risk Financing Fund.
BQN\16-0220\SB
FUND IDENTIFIERS (FIDs):
TO
Fund Departmentccoun Project JProgram ctivity Budget Reference # moun
ID 1A ID Year Chartfield 2
FROM
Fund Department �Accounj Project rrogram ctivity Budget Reference # Amount
ID ID _ Year Chartfield 2
L601111 0147130 15330201 1 16 $85,000.00
CERTIFICATIONS:
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Aaron Bovos (8517)
Jack Dale (8357)
Additional Information w"ontact: Sheila Baker (8356)
ATTACHMENTS
1. EPLS ORIGAMI 2016.pdf (CFW Internal)
2. Origami Risk Form 1295.pdf (Public)
3. REQ.pdf (CFW Internal)
4. WAIVER RISK MANAGEMENT.Pd (CFW Internal)
Logname: 13P16-0220 RISK SOFTWARE SB HR Page 2 of 2
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
l of l
Complete Nos.i-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
1 Name of business entity Tiling form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-51425
Origami Risk LLC
Chicago,IL United States Date Filed:
2 Name of governmental entity or state agency that is a party tot the contract for which the form is 05/06/2016
being filed.
City of Fort Worth 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
16-0220
Risk Management Information System(Cloud-Based Software)
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Cope,Timothy Ridgewood,NJ 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
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,underenal
p ry of perjury,that the above disclosure is true and correct
DANIEL STUELPNAGL
OFFICIAL SEAL
Notary Public.State of Illinois
My Commission Expires Signature of authorized agent of contracting business entity
February 23,2019
AFFIX NOTARY STAMP 1 SEAL ABOVE 0411, l
� / /�
�i
Sworn to and subscribed before me,by the said 0411,e /3 r4�7''��r^ this the day of
20 to certify which,witness my hand and seal of office.
Signature of offi adT(nistering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.1021