7700 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
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Yes
Risk and Safety Management Information System
Gabby Leeper
RFP 7700
APRIL 5, 2027
APRIL 5, 2022
22-632
Contract # 7700
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND ORIGAMI RISK, LLC
(CONTRACT 7700)
THIS CONTRACT is made and entered into this date ______________________, by and
between Origami Risk, LLC an Illinois corporation, whose address is 222 North LaSalle Street
Suite 2100 Chicago IL, 60601 hereinafter referred to as "Contractor," and the CITY OF
DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be
effective upon approval of the Denton City Council and subsequent execution of this Contract by
the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide products and/or services in accordance with the City’s document
RFP 7700- Risk and Safety Management Information System, a copy of which is on file at the
office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this
written agreement and the following items which are attached hereto and incorporated herein by
reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) City of Denton’s RFP 7700 (Exhibit “B” on File at the Office of the Purchasing
Agent);
(c) City of Denton Standard Terms and Conditions (Exhibit “C”);
(d) Software Subscription Agreement, Statement of Work/Service Level Agreement
(Exhibit “D”);
(e) Insurance Requirements (Exhibit “E”);
(f) Certificate of Interested Parties Electronic Filing (Exhibit "F");
(g) Contractor’s Pricing Proposal (Exhibit "G");
(h) Form CIQ – Conflict of Interest Questionnaire (Exhibit "H");
The parties acknowledge and agree that the RFP and the Proposal provide general
information and context only and are not intended to supplement, replace, or supersede the terms
of the Contract and/or Exhibit D. The City further acknowledges and agrees that the functionalities
listed in the Proposal are point-in-time responses dependent on the configurations ordered by the
City, and nothing in the RFP or the Proposal requires Contractor to provide any services or
deliverables not actually purchased by the City. Nothing in the Proposal will be construed as a
warranty. These documents make up the Contract documents and what is called for by one shall
be as binding as if called for by all. In the event of an inconsistency or conflict in any of the
provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving
precedence first to the written agreement then to the contract documents in the order in which they
are listed above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
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Contract # 7700
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do
business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to
Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive
payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization.
Failure to meet or maintain the requirements under this provision will be considered a material breach.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
CONTRACTOR
BY:______________________________
AUTHORIZED SIGNATURE
Printed Name:_____________________
Title:____________________________
__________________________________
PHONE NUMBER
_________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
BY: _____________________________
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
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312-546-6515
Earnest Bentley
President, Risk Solutions
legal@origamirisk.com
2022-860780
Interim Assistant City Manager/Director of Human Resources
Tiffany Thomson
SARA HENSLEY, CITY MANAGER
Contract # 7700
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $460,650. Pricing shall be per Exhibit G attached.
2. The Quantities
The quantities indicated on Exhibit G are estimates based upon the best available information. The
City reserves the right to increase the quantities to meet its actual needs and any adjustments in
the bid price will be agreed upon by the parties in good faith. Individual purchase orders will be
issued on an as needed basis.
3. Contract Terms
It is the intention of the City of Denton to award a contract for three (3) year, effective from date
of award. The City and the Supplier shall have the option to renew this contract for an additional
two (2) one-year periods.
The contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, from the date of award by City Council. At the sole option
of the City of Denton, the contract may be further extended as needed, not to exceed a total of six
(6) months.
4. Price Escalation and De-escalation
On Supplier’s request in the form stated herein, the City will implement an escalation/de-
escalation price adjustment annually based on these special terms. Any request for price
adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer
Price Index (PPI) or the manufacturer published pricing list. The escalation will be determined
annually at the renewal date. The price will be increased or decreased based upon the annual
percentage change in the PPI or the percentage change in the manufacturer’s price list. Should
the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the
stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed
the 8% limit per year. The supplier should provide documentation as percentage of each cost
associated with the unit prices quoted for consideration.
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must
also provide supporting documentation as justification for the request. If no request is made, then
it will be assumed that the current contract price will be in effect.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation
as competitive with the general market price at the time, and become effective upon the renewal
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date of the contract award or reject the increases within 30 calendar days after receipt of a
properly submitted request. If a properly submitted increase is rejected, the Contractor may
request cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued.
Pre-price increase prices must be honored on orders dated up to the official date of the City of
Denton approval and/or cancellation.
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation
number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
5. Performance Liquidated Damages
Intentionally Deleted.
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Exhibit C
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton’s contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
be in writing and signed by a representative of the City’s Procurement Department and the
Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City’s premises or on public rights-of-way.
1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: Intentionally Deleted.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5. TITLE & RISK OF LOSS: Intentionally Deleted.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and
Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include
all delivery and transportation charges. The City shall have the right to designate what method of
transportation shall be used to ship the deliverables. The place of delivery shall be that set forth
the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: Intentionally Deleted.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables
must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity.
Any non-complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the
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Contractor may notify the City of the intention to cure and may then make a conforming tender
within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance with and subject to the
applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
itself as to the nature of the City’s service requirements and specifications, the location and
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
in any way affect performance of the Contractor’s obligations under the contract. The Contractor
hereby releases and holds the City harmless from and against any liability or claim for damages of
any kind or nature if the actual site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
City Staff, participants and others on or near the City’s facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall promptly remove such worker from Contract services, and may not employ such
worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions,
judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s
obligations under this paragraph.
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Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate in accordance with the terms of the
applicable Statement of Work. If partial shipments or deliveries are authorized by the City, a
separate invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department’s Name, and
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance
address and, if applicable, the tax identification number on the invoice must exactly match the
information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the
City may rely on the remittance address specified on the Contractor’s invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work-hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount.
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thirty (30) calendar days of the invoice being received in Accounts Payable.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on the undisputed account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to provide, are filed or reasonable evidence indicating probable filing of such
claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City’s agents, employees or contractors,
which is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor’s obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or damages for the anticipated delay;
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vi. failure of the Contractor to submit proper invoices with purchase order number, with all
required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
City’s payment obligations are payable only and solely from funds Appropriated and available for
this contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not Appropriated or available and any deliverables
delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor
written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of none or
inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the contractor shall bill and the City shall reimburse contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
negotiated.
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all work
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City
other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost
of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the financial books, records and
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computations pertaining specifically to the Contract. The Contractor shall retain such books,
records, documents and other evidence pertaining to the Contract period and five years thereafter,
except if an audit is in progress or audit findings are yet unresolved, in which case records shall be
kept until all audit tasks are completed and resolved. These books, records, documents and other
evidence shall be available, within ten (10) business days of written request. Further, the
Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all
books, records, documents and other evidence pertaining specifically to the Contract, and to allow
the City similar access to those documents. All books and records will be made available within
a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the
audit reveals an overpayment of 5% or greater. If an overpayment of 5% or greater occurs, the
reasonable cost of the audit, including any travel costs, must be borne by the Contractor which
must be payable within five (5) business days of receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the
terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day
of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the
terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City
being a named insured as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
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Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor not later than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Offer are substantially similar to the
Contractor's current prices on orders by others for like deliverables under similar terms of purchase
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title or
right to all deliverables furnished under the Contract, and that the deliverables are free and clear
of all liens, claims, security interests and encumbrances.
21. WARRANTY – DELIVERABLES: The Contractor’s warranties are set forth in the Software
Subscription Agreement.
22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and workmanlike
manner in accordance with generally accepted industry standards and practices, the terms,
conditions, and covenants of the Contract, and all Federal, State and local laws, rules or regulations
applicable to Contractor.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the Acceptance Date. If during the warranty period, one or more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
of the breach warranty, but failure to give timely notice shall not impair the City’s rights under
this section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above
standard as required by the City, then in addition to any other available remedy, the City may
reduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources. In such event, the Contractor
shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such
services from another source.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES:
Intentionally Deleted.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
question the other party’s intent to perform, demand may be made to the other party for written
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assurance of the intent to perform. In the event that no assurance is given within the time specified
after demand is made, the demanding party may treat this failure as an anticipatory repudiation of
the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is reasonably determined by the City to be unsafe to either life or
property. Upon notification, the Contractor will cease all work until notified by the City that the
violation or unsafe condition has been corrected.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to
the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective thirty (30) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
thirty (30) day period, cures such default, or provides evidence sufficient to prove to the City’s
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages, costs,
losses and expenses, incurred by the City as a result of the Contractor’s default, including, without
limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post-
judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and
any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by
law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior to
the date of termination in accordance with the terms hereof; provided, however, the parties agree
that fees assessed and properly invoiced by Contractor prior to the date of termination are non-
refundable and non-cancellable by the City.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If the City requires a delay, the City and the Contractor shall
negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and
execute an amendment to the Contract. Failure to agree on any adjusted price shall be handled
under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision
shall excuse the Contractor from delaying the delivery as notified.
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B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
reasonable control of such Party. In the event of default or delay in contract performance due to
any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such
failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments, and liability of every character, type, or description, including all reasonable
costs and expenses of litigation, mediation, or other alternate dispute resolution
mechanism, including attorney and other professional fees for: (1) damage to or loss of the
tangible property of any person (including, but not limited to the City, the Contractor, their
respective agents, officers, employees, and subcontractors; the officers, agents, and
employees of such subcontractors; and third parties); and/or (2) death, bodily injury,
illness, disease, worker's compensation, loss of services, or loss of income or wages to any
person (including but not limited to the agents, officers, and employees of the City, the
Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the
sale of defective or non-conforming deliverables, negligence, willful misconduct, or a
breach of any legally imposed strict liability standard.
B. THE CONTRACTOR SHALL DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS
SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES, AND ELECTED OFFICIALS
HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY
ARISING OUT OF, INCIDENT TO, CONCERNING, OR RESULTING FROM THE
FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES,
OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S
OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED
TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT
NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD-
PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM.
C. Contractor 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. The City agrees to cooperate and ensure that the City cooperates with Contractor in doing
so. The City agrees to give Contractor 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 the City may receive relating thereto.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A for services only. The successful firm shall procure
and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton.
The insurance shall be written by a company licensed to do business in the State of Texas.
A. General Requirements:
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i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to, as submitted to the City and approved by the City within the procurement
process, for the duration of the Contract, including extension options and hold over periods,
and during any warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage’s and
endorsements required to the City as verification of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City (no more often
than once in a 12 month period). Failure to provide the required Certificate of Insurance
may subject the Offer to disqualification from consideration for award. The Contractor
must also forward a Certificate of Insurance to the City upon request when an extension or
hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve or decrease the liability of the Contractor hereunder and shall not be construed
to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.
v. The Contractor’s and all subcontractors’ insurance coverage shall be written by
companies licensed to do business in the State of Texas at the time the policies are issued
and shall be written by companies with A.M. Best ratings of A- VII or better. The City
will accept workers’ compensation coverage written by the Texas Workers’ Compensation
Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The “other” insurance clause shall not apply to the City where the City is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
x. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies.
xi. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written
notice of erosion of the aggregate limits below occurrence limits for all applicable
coverage’s indicated within the Contract.
xiii. The insurance coverage’s specified in within the solicitation and requirements are
required minimums and are not intended to limit the responsibility or liability of the
Contractor.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which would reasonably be understood to have a material
adverse effect on the Contractor’s ability to perform for the City thereunder, the Contractor shall
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give written notice thereof to the City within thirty (30) calendar days after receipt of notice by the
Contractor. Such notice to the City shall state the date of notification of any such claim, demand,
suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name
of each person against whom such claim is being asserted. Such notice shall be delivered
personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal
delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas
76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All proposal
material submitted by the Contractor to the City shall become property of the City upon receipt.
Any portions of such material claimed by the Contractor to be proprietary must be clearly marked
as such. Determination of the public nature of the material is subject to the Texas Public
Information Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that the deliverables supplied by the Contractor in accordance with the
specifications in the Contract will not infringe, directly or contributorily, any patent, trademark,
copyright, trade secret, or any other intellectual property right of any kind of any third-party; that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims; provided,
however, that the City’s sole remedy for breach of the foregoing warranty will be the
indemnification obligation set forth in Section 9 of Exhibit D.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may
require access to certain of the City’s and/or its licensors’ confidential information (including
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential)
(collectively, “Confidential Information”). Contractor acknowledges and agrees that the
Confidential Information is the valuable property of the City and/or its licensors and any
unauthorized use, disclosure, dissemination, or other release of the Confidential Information will
substantially injure the City and/or its licensors. The Contractor (including its employees,
subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information
in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use
the Confidential Information without the prior written consent of the City or in a manner not
expressly permitted under this Agreement, unless the Confidential Information is required to be
disclosed by law or an order of any court or other governmental authority with proper jurisdiction,
provided the Contractor promptly notifies the City before disclosing such information so as to
permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to
use protective measures no less stringent than the Contractor uses within its own business to protect
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its own most valuable information, which protective measures shall under all circumstances be at
least reasonable measures to ensure the continued confidentiality of the Confidential Information.
The City’s confidentiality obligations are as set forth in the Software Subscription Agreement
attached as Exhibit D.
38. OWNERSHIP AND USE OF DELIVERABLES: Intentionally Deleted.
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation
solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article
XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any
officer or employee guilty thereof shall be subject to disciplinary action up to and including
dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the
Contractor shall render the Contract voidable by the City. The Contractor shall complete and
submit the City’s Conflict of Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
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the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
worker’s compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City; provided, however, that
no written consent shall be required to assign or transfer this Contract to any parent or wholly
owned subsidiary of a party, and further provided that Contractor may assign or transfer this
Contract without the City’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. Any attempted assignment
or delegation by the Contractor shall be void unless made in conformity with this paragraph. The
Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto;
it being the intention of the parties that there are no third party beneficiaries to the Contract.
The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The
president of the company or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such
change, copy of the board of director’s resolution approving the action, or an executed
merger or acquisition agreement. Failure to do so may adversely impact future invoice
payments.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
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49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share the mediator’s fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
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52. HOLIDAYS: The following holidays are observed by the City:
New Year’s Day (observed)
MLK Day
Memorial Day
Juneteenth (observed)
4th of July
Labor Day
Veteran’s Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or their authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of
Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any
discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of,
or be otherwise subjected to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph –
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
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costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
respondent.
59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Respondent shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
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61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of 1978, dealing with issuance of Form W-2s to common law employees.
Respondent is responsible for both federal and State unemployment insurance coverage and
standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with
all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or
federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall
pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any
such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the
Respondent will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
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Contract # 7700
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Respondent shall grant access
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFP/Bid documents (subject to the terms set forth on Page 1 of the Contract)
3. City’s standard terms and conditions
4. Supplier terms and conditions
5. Purchase order
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Contract # 7700
Exhibit D
Software Subscription Agreement, Statement of Work/Software Licensing
Agreement
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SOFTWARE SUBSCRIPTION AGREEMENT
This SOFTWARE SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of _______________,
2022 (the “Effective Date”) by and between ORIGAMI RISK LLC, a Delaware limited liability company (“Origami”),
and the City of Denton, Texas, a home rule municipal corporation (“Client”). Origami and Client hereby agree as follows:
1. DEFINITIONS.
“Affiliate” means, with respect to a party, its parent
company and subsidiaries and/or controlled corporations or
entities which are directly or indirectly controlled by, or
under common control with, such party.
“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. Such information
must be marked Confidential.
“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://live.OrigamiRisk.com or another designated web
site or IP address or mobile application, 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 Appendix A,
and the pricing detail with respect to such Statement of
Work is attached hereto as Appendix B.
“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.
2. SERVICE.
(a) Service. Subject to the terms and
conditions of this Agreement, during the term of this
Agreement, Origami hereby grants 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 in the
applicable 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 Appendix C (the “Service Level Agreement”).
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
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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
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 party’s use and
enjoyment of the Service (and if any Client action does
interfere with any third party’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 permit the number of
authorized Users as set forth in the Statement of Work to
use the Service. 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 username 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
Statement of Work, provided that each such third party User
has agreed in writing to Origami’s Third Party User
Agreement (“Third Party Terms”) prior to or upon such
User’s initial login to the Service. Such Third Party Terms
are available from Origami upon request. Client may meet
this requirement with respect to any third party User by
requiring such third party User to accept the Third Party
Terms as part of a click-through that can be enabled to
appear upon such third party User’s initial login to the
Service. Any rights granted hereunder or under the Third
Party Terms 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 terms or conditions
of this Agreement, the applicable Statement of Work and
Documentation, and the applicable Third Party Terms 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 in the
Statement of Work. Client may also contract for expanded
services for additional days and hours in accordance with
the rates set forth in the Statement of Work, or if no such
rates are specified, 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) Client Obligations. Client shall: (i)
provide Origami with reasonable access to Client’s
premises to the extent necessary to enable Origami to
perform 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) meet
the requirements to use the Service as set forth at
http://www.origamirisk.com/product-requirements; (vi)
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safeguard the usernames, passwords and other security data,
methods and devices furnished to Client in connection with
the Service and reasonably 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, legality, reliability and
appropriateness of all Client Data; (ix) transmit Client Data
only in an encrypted format as set forth in the Service Level
Agreement or as otherwise 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
Origami shall not be required to enter into agreements with
any such third parties), and (xi) take such other actions as
are required of Client pursuant to this Agreement, including
any Statement of Work.
(i) 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. With respect to any Client Data so
disclosed by, or on behalf of, a Client Party to Origami,
Client represents and warrants to Origami that: (i) each such
Client Party, and such other third parties operating on
Client’s behalf 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. Upon Client’s reasonable request,
Origami will make a resonable effort to work with the Client
Party in verifying and mitigating the impact of a Client
Party's equipment or software failure to the extent at which
Origami is able.
(j) 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, to the extent
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.
(k) Mobile Service. The Service may include
certain services that are available via an application
downloaded and installed on a mobile device. To the extent
Client chooses to use such application, 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 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,
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and Client shall have no other right to use any Work
Product.
(b) Client Data. Client Data shall be
Confidential Information of Client under this Agreement.
As between Origami and Client, Client shall own all right,
title and interest in and to the Client Data, which shall never
be deemed to be the Service or Work Product, even if
delivered or incorporated therewith. Origami shall have no
responsibility, whatsoever, for the accuracy, quality,
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 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 Service Level Agreement.
Upon Client’s written request within 60 days following the
termination of this Agreement, 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 shall have the right to collect and
use data or information resulting from a Client Party’s use
of the Service so long as such data and information is de-
identified and aggregated so that it cannot identify, be traced
back to or otherwise be associated in any manner with
Client or any particular individual.
(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. INTENTIONALLY OMITTED.
5. CONFIDENTIALITY.
(a) Confidential Information. To the extent
allowed by the laws of the state of Texas and without
waiving any applicable immunity, 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 Party’s Confidential
Information; provided that the Receiving Party may
disclose the Disclosing Party’s Confidential Information to
its directors, officers, employees, subcontractors, agents,
Affiliates or other representatives (collectively, the
“Representatives”) who have a need to know and who are
bound by confidentiality obligations with respect to such
Confidential Information that are substantially similar to
those set forth in this Section. The Receiving Party shall be
responsible and liable for any breach of this Section by any
of its Representatives. This Agreement (including all
Statements of Work and pricing thereunder) and all
Intellectual Property Rights with respect to the Service and
Work Product shall be deemed to be Confidential
Information of Origami under this Agreement.
(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 Representatives prior to such disclosure or is
independently developed by the Receiving Party or its
Representatives subsequent to such disclosure; or (iii)
information that is subsequently lawfully obtained by the
Receiving Party or its Representatives from a third party
without obligations of confidentiality. If the Receiving
Party is required by law to disclose any portion of the
Disclosing Party’s Confidential Information, Receiving
Party shall 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) Return of Confidential Information.
Upon termination or expiration of this Agreement, the
Receiving Party will promptly return or destroy any
Confidential Information in the possession or control of the
Receiving Party. Origami’s obligation to return and destroy
Client Data is set forth in Section 3(b).
(d) Notwithstanding the above, Origami
understands that Client may be required to release certain
information provided under this Agreement, in accordance
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with the Texas Public Information Act, Tex. Gov’t Code
Chapter 552, and other applicable laws or court orders. If
requested in writing, and to the extent not exempt from
disclosure under the Texas Public Information Act, Origami
shall make public information related to this Agreement
available to Client, and any portions of records claimed by
Origami to be proprietary must be clearly marked as such.
Client is also subject to certain record retention obligations
under the laws of the State of Texas and its record retention
policy. Origami recognizes that Client will need to retain
access to certain records in accordance with these
obligations.
6. DATA SECURITY.
(a) Audit Report. 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) (“SOC 2 Report”) to Client, and such
report shall contain an unqualified opinion. Such audit
report shall be deemed Confidential Information under the
terms of this Agreement.
(b) Safeguards. Origami shall maintain
commercially reasonable administrative, technical and
physical safeguards designed to protect the security and
privacy of Client Data. Such safeguards are described in
Origami’s most recently completed SOC 2 Report. In no
event during the term of this Agreement will Origami
materially diminish the protections provided by the controls
set forth in such SOC 2 Report. Such safeguards shall
comply with data privacy laws that are applicable to
Origami in its performance of this Agreement, including,
without limitation, any applicable data privacy laws
addressing personally identifiable information that may be
contained in the Client Data. Origami shall also maintain an
internal information security management program that
addresses data security and the security controls employed
by Origami in compliance with this Agreement. Origami
shall encrypt Client Data as set forth in the Service Level
Agreement.
(c) Notification. Origami shall make
reasonable effort to ensure Client is aware of the breach and
shall inform Client promptly through direct communication
to Client and without undue delay; provided that in no case
such notice is given more than 72 hours after it learns of any
breach of Origami’s systems resulting in unauthorized
disclosure of, or access to, any Client Data. Any such notice
will provide a description about the Client Data that was
accessed to the extent available at the time of the notice.
Origami will provide regular updates to Client as additional
details about the nature of the affected Client Data become
available. Origami agrees to mitigate, to the extent
practicable, any harmful effects from such breach that are
or become known to Origami.
7. TERM AND TERMINATION.
(a) Intentionally omitted.
(b) Intentionally omitted.
(c) Intentionally omitted.
(d) Events Upon Termination. Upon the
termination of this Agreement: (i) Origami shall 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.
(e) Survival. Except as otherwise set forth
herein, in the event of termination of this Agreement for any
reason, the provisions of Sections 2(i), 2(j), 3, 5, 7(d), 7(e),
8(c), and 9 through 13, as well as all payment obligations,
shall survive.
8. 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 sole 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. In the event that Client gives Origami
notice of an apparent nonconformity that Origami
reasonably determines is not due to any fault or failure of
the Service to conform to the warranty provided herein, all
time spent by Origami resulting in such determination,
including time spent attempting to correct the problem, shall
be charged against Client’s client service hours, or, if client
service hours have been exhausted, charged to Client at
Origami’s then current hourly rate for such services. The
maximum hours spent per incident cannot exceed 120.
Origami will make reasonable effort to mitigate hours
spent in relation to non-conformity that is not due to any
fault or failure of the Service. Client reserves the right to
terminate this agreement in accordance with its terms if
Origami breaches its warranties hereunder and fails to cure.
(b) Intentionally omitted.
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(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
interfaces with such third party software, or any
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 to the extent such access or use is not authorized by
this Agreement.
9. 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 initial
remedy therefor (other than the indemnification obligation
set forth above), 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, or acceptable to Client,
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 9(a) shall not apply to the extent
the claim is based 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; or (iii) use of any
Service other than in accordance with this Agreement and
the Documentation.
(c) Conduct. On IP claims, 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.
10. INTENTIONALLY OMITTED.
11. 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
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7
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 24 MONTHS
PRECEDING THE DATE ON WHICH ANY CLAIM IS
MADE AGAINST ORIGAMI.
12. EXPORT CONTROL.
(a) Export. Client shall not export the Service
or any Work Product in violation of applicable United
States laws and regulations. Client also agrees that it will
not knowingly 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
such office, currently available at
http://www.ustreas.gov/ofac.
(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, Canada, the United
Kingdom 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 applicable law is
prohibited.
13. GENERAL.
(a) 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.
(b) Certain Remedies. Each party
acknowledges and agrees that (i) it would be extremely
difficult, if not impossible, to calculate the actual damages
in the event of Origami’s breach of Section 3(b) or 5 of this
Agreement or Client’s breach of Section 2, 3 or 5 of this
Agreement; and (ii) breach of any such provision of this
Agreement would result in ongoing damages to the non-
breaching party that could not be adequately compensated
by monetary damages. Accordingly, each party agrees that
in the event of any actual or threatened breach of any such
provision of this Agreement, the non-breaching party shall
be entitled, in addition to all other rights and remedies
existing in its favor at law, in equity or otherwise, to seek
injunctive or other equitable relief (including without
limitation a temporary restraining order, a preliminary
injunction and a final injunction) against the other party to
prevent any actual or threatened breach of any such
provision and to enforce this Agreement specifically,
without the necessity of posting a bond or other security or
of proving actual damages.
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8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
ORIGAMI RISK LLC CITY OF DENTON, TEXAS
By: __________________________________ By: __________________________________
Name: _______________________________ Name: _______________________________
(Print Name) (Print Name)
Title: ________________________________ Title: _________________________________
Address: 222 N. LaSalle St.
Suite 2100
Chicago, IL 60601
Address: ______________________________
______________________________________
Email: legal@origamirisk.com Email: ________________________________
DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDA1C175
President, Risk Solutions
Earnest Bentley
PURCHASING@CITYOFDENTON.COM
215 E MCKINNEY ST, DENTON, TX 76201
City Manager
Sara Hensley
APPENDIX A
STATEMENT OF WORK
This Statement of Work (“SOW”) describes services to be performed by Origami Risk LLC (“Origami”) for City of
Denton, Texas (“Client”). This SOW is subject to all the terms and conditions of the Software Subscription Agreement
between Client and Origami, into which it will now be integrated as Appendix A.
PROJECT SCOPE
Provide and implement Origami’s Risk Management Information System (RMIS) and Safety functionality (the “Service”)
to help ensure accurate and consistent tracking and reporting of Client’s claims, incidents, manage insurance policies,
locations, and safety initiatives.
The major drivers of the implementation of the RMIS software are:
• Increase efficiency of full‐cycle claims administration from intake to closure.
• Standardize claim and coding functions.
• Environmental, health, and safety (EH&S) capabilities
• Streamline health and safety recordkeeping and program data and document management.
• Provide metric/KPI performance tracking and reporting in real‐time.
• Track and use automated workflows for compliance with tasks and corrective measures to ensure timely
completion.
• Utilize inherent risk management tools to justify resource allocation.
• Maximize staff efficiency with automated audit, inspection, and hazard identification report generation.
• Build organizational consistency with templated form and report creators.
Inspections/Audits/Checklists – Client does not do these today but is anticipating to start conducting these in 2022.
Origami will provide as stated in the Implementation section, Origami’s out of the box, Inspections/Audits & Checklists
during the Implementation process.
Claims Administration: Client intends to use the Origami Risk system for claims administration for the lines of insurance
in this SOW, but will not be doing in house administration of Workers’ Compensation (WC). Workers’ Compensation is
handled by Client’s Third Party Administrator (TPA) Gallagher Bassett. (GB)
For new WC Claims reporting, this will be handled outside the Origami system. Client will continue use of their existing
online reporting to report new WC Claims to Gallagher Bassett. The daily feed from GB to Origami will feed the data into
the Origami system.
For those claims which are handled through the system, no feed/integration with Accounts Payable nor Accounting
system is needed to support claim payment processing.
CLIENT ROLES AND RESPONSIBILITIES
Client will identify a System Administrator (“Client SA”) who will be responsible for working with Origami to implement
the Service and to provide ongoing production support to Client’s Users. The Client SA and, from time to time, other
Client employees will be available to provide timely direction and feedback as needed by Origami to complete the
Origami tasks in this SOW. The Client SA will also be responsible for setting up, assigning security rights, and
maintaining user IDs for all Users with guidance from Origami to understand roles configured during the implementation.
Client will have final responsibility for decisions regarding the configurations or customizations (such as forms,
dashboards, interfaces, reports, workflows and data flows) created by or for Client or Client’s users in the Service. For all
such configurations and customizations, Client shall be responsible for quality assurance to ensure that such
configurations and customizations operate as intended (including functionality, usability and data access rights), and
Origami shall not be responsible for any damages caused by any such configurations or customizations.
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LICENSES
Base Functionality
Functionality Selected Description
RMIS Yes Includes functionality related to risk management, including incidents, claims, insurance
policy management, locations, certificates of insurance, safety, and risk management portal.
Enterprise Risk Management
(ERM)
No Includes ERM functionality.
Governance, Risk & Compliance
(GRC)
No Includes GRC functionality.
* Origami offers other base functionality (e.g., Claims Adjudication and Policy Underwriting and Issuance) not included under this SOW.
User Licenses
License Quantity Description
Full User 0 These licenses have access to all the capabilities and features of the Service under the base functionality
selected above, except those features utilized for adjusting claims such as check writing, setting reserves and
calculating indemnity benefits. These licenses have access to Extended Functionality features to the extent
selected below.
Light User 16 These licenses have access to the dashboard, reports pre-configured for them, and read-only access to other
areas of the Service under the selected base functionality. Light Users do not have access to Administration
features or Extended Functionality features.
IT System
Administrator
5 These licenses are for usage by IT Professionals only and have access to the System Administration
functionalities for purposes of supporting the system administration settings and configurations for the
Client, including the ability to grant permissions/modify users roles
Claims Adjusting
User
4 These licenses have access to all the features and capabilities of the Service under the base functionality
selected above, including those features utilized for adjusting claims such as check writing, setting reserves
and calculating indemnity benefits. These licenses have access to Extended Functionality features to the
extent selected below.
Safety Data Sheet
Consumption User
1 Block of up to 2,000 employees. Provides for Safety Data Sheet (SDS) consumption as a view only ability
for all employees to have access to view existing SDS content only.
Non-Named-User Access Licenses
License Selected Quantity Description
Enterprise Wide
Record Entry
Yes Up to 1,000
records added per
year
These licenses are not named licenses and have access only to enter records either by
(1) an anonymous collection portal, by clicking an anonymous collection link
generated via Origami’s administration features (“Portal Data Entry”) or (2) granting
access to a URL sent from Origami Risk as a Data Entry Event email notification,
giving time limited access to a single record (“Grant Access”).
Enterprise Values
Collection
No 0 Users These licenses allow representatives in the field to enter data through the Service’s
online platform pertaining to information necessary for renewal submissions, such as
TIV, Square Footage, COPE information, or other such asset and exposure data.
Extended Functionality Licenses
License Selected Quantity Description
API Access Yes Up to 5,000 calls
per day
This license provides access to Origami’s web service REST APIs using calls.
Includes access for up to 5,000 calls per day. API calls may be made concurrently,
subject to reasonable limitation when needed to preserve system performance.
Requires a minimum of five (5) Full Users and/or Claims Adjusting Users.
Secure Email No Up to 0 Secure
Emails sent per
month
This license provides secure email functionality, which provides password protected
hosting for email communications from and to the Service.
OCR Scanning No Not Included This license provides optical character recognition (OCR) functionality for mapping
specified data from scanned documents to data fields within the Service.
Certificate of
Insurance Tracking
No 0 Insureds This license provides certificate of insurance tracking for third party insureds, such as
tenants, vendors, contractors or customers.
SMS Messaging No 0 SMS Messages
(over initial 500)
This license provides the ability to send SMS messages as workflow actions within
the Service’s administration features.
Two Factor
Authentication
No 0 2FA Messages
(over initial 500)
This license provides the ability to send SMS and/or email messages to users to
validate their identity before logging in from a new device and/or once every 30 days
from the same device.
Mobile Forms App Yes Included Origami’s Mobile Forms App may be used by any named user for no additional
license fee, but service hours are required for configuration.
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Mobile Claimant
App
No Not Included Origami’s Mobile Claimant App may be used by any named user for no additional
license fee, but service hours are required for configuration. Requires a minimum of
three (3) Claims Adjusting Users.
Workers’
Compensation
Solutions*
No Jurisdictions: None This license includes the following Origami Compliance solutions (this functionality
is only available to Claims Adjusting Users):
• Automated EDI FROI/SROI State Reporting via Mitchell
• Indemnity Benefits Rates
• Workers’ Compensation State Forms
ODG Integration
User*
No 0 Users This license provides integration with ODG’s Return to Work guidelines. Only
Claims Adjusting Users and Full Users may utilize this feature. This feature queries
ODG’s RTW and treatment guidelines based on WC claim diagnosis codes.
Tableau* No 0 Users This license allows Origami users to access Tableau within the Origami environment,
providing enhanced data visualization.
eSignature
Integration*
No 0 Envelopes This license provides the ability to tag mail merge documents with electronic
signature fields, authenticating through a third-party eSignature tool.
* By purchasing this license, Client will need to agree to certain vendor terms and conditions to be provided by Origami.
License Notes:
1. Origami adds generally available features from time to time that may require configuration prior to use. If Client
requests Origami’s assistance in this configuration, Professional Services hours may be applied for any such
configuration.
2. In addition to the generally available features, Origami may occasionally deploy new functionality that will require
an Extended Functionality License similar to those listed in the Extended Functionality License section above. These
features may require additional fees based on record volume, number of additional users accessing the new features,
or some other incremental cost driver. Client may agree to add such an Extended Functionality License in a separate
Statement of Work.
HOSTING
Origami will provide data hosting for up to 1 GB of total database size (excluding file attachments). In addition, Origami
will provide 50GB of searchable file attachment hosting. Additional hosting is available at any time during the term of
this SOW as set forth in the Pricing section below. Client will be able to easily see whenever they want how much
available space they have utilized via the System Administration capabilities which show database size/usage.
Additionally, Origami will allow Client to reduce database size prior to incurring additional fees for hosting.
Origami will host the application and data in a secure internet accessible environment. Origami will backup Client data at
periodic intervals each day.
IMPLEMENTATION PROCESS
Implementation is the process of configuring the Service for use by Client including system settings, supporting Client in
loading data, training users, and other work identified in this section of the SOW. The implementation phase is completed
when Client is able to utilize the Service platform for the purposes described in the Project Scope above, referred to by
Origami as being Live in the system. Origami will manage the overall implementation process, including scheduling and
leading meetings, communicating with the team, follow up documentation, and maintaining the project schedule through
the Go-Live date. Upon Go-Live, Origami will move Client from its staging environment to its live production
environment, and continued use of Origami’s staging environment after Go-Live will incur additional hosting fees.
Client’s provision of timely and accurate specifications, direction and feedback is essential to the implementation.
Origami provides implementation for a fixed price based on reasonable estimates from Client and Client’s continued and
uninterrupted effort toward Go-Live. Both parties understand that time is of the essence with regard to the
implementation and agree to use reasonable and good faith efforts to promptly complete the implementation. If necessary,
Client will be allowed up to one implementation “pause” not to exceed 30 days. Any additional pauses in implementation
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or failures to meet the obligations above will result in the conversion of the implementation to a time and expense
engagement, effective upon email notice from Origami to Client and billed monthly as incurred at Origami’s bundled
hourly rate set forth below after crediting Client for any remaining unused portion of the fixed price. Origami may pause
and reallocate its resources as reasonable in the event of significant delays.
System Configuration
Origami will:
- Develop the incident forms for First Party Auto Liability/Motor Vehicle Accident, Third Party Auto
Liability/Motor Vehicle Accident, General Liability, Professional/Other Liability, Employee Injury or Illness
(Workers’ Compensation), City Property Loss, Near-Miss events, Environmental Spills/Releases, Hazard
Identification, Regulatory incident.
- Develop the above incident forms in Spanish (Client to provide desired English to Spanish translations)
- Configure claim form layouts for up to five lines of coverage
- Configure mobile forms to the same specifications of above incidents layout for mobile reporting.
- Configure financial categories of reserves, payments, expenses and subrogation and incurred formula to Client’s
feedback of desired financial categorization (damage, file expenses, legal expenses, subrogation, other, etc)
- Spend up to 20 hours to configure default dashboards using standard Origami dashboard widgets and/or reports
using standard Origami RMIS templates or the custom template design tool.
- Configure 1 Location form layout
- Perform a one-time import of Client’s locations
- Configure up to 4 Contact form layouts
- Configure 1 Insurance Policy form layout
- Provide Origami’s standard Document Management functionality and configure up to 8 document types/queues.
(Historical document conversion from City of Denton servers is not desired by Client nor part of this SOW)
- Configure Root Cause and Corrective Actions management on the Incident record
- Provide Origami’s standard SDS Library / Chemical Inventory
- Provide Origami’s standard Inspections / Audits / Checklists with up to 12 hours of Origami support for Origami
to configure new or adjust these standards
- Provide Origami’s standard training management fields for tracking on the Employee record of training (Client
has their own LMS and training content which is delivered outside the Origami system. Origami will manage
training by job function, required frequency of trainings, notifications/workflows)
- Configure up to 20 data entry events with corresponding system actions
- Configure up to 8 User Security Profiles
- Configure up to 10 Mail Merge Form/Letters
- Configured Single Sign-On (SSO) using SAML2.0
Client will:
- Provide specifications, direction, and feedback as needed by Origami in a timely manner. Via regular
communications, the Project Plan & working meetings as outlined in the Project Management section of this
SOW, Origami will ensure all outstanding tasks and needs from the Client are consistently communicated to
Client representatives to be determined by the Client at project start. Provide the English to Spanish translations
for incident reporting screens
Configure additional default dashboards, fields, forms, user roles, distribution lists, reports and other features as needed by
Client.
Convert Legacy System (ClearRisk)
Client has roughly 5,000 incident/claims records and related files to convert from the ClearRisk system
Origami will:
- Provide Client with text for data request letter suitable for requesting necessary data from Client’s legacy
provider.
- Convert the legacy data and import into the Service. Legacy data will include:
- Claims
- Incidents
- Transactions
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- Notes
- File attachments
Client will:
- Arrange for an extract of data from the legacy provider to be provided to Origami in a secure manner.
Loading Other Supported Risk Data via Data Import Center
Origami will:
- Provide up to 20 hours of historical data work (data improvements/conversion/import) from client’s existing
spreadsheets.
- Provide training and support to Client as needed for additional import activities.
Client will:
- Provide, or arrange to provide, spreadsheets containing Client’s risk data in the format supported by the Service’s
Data Import Center.
- Utilize the Service’s standard Data Import Center tools for any self-service data import activities
Loading Carrier / TPA Claims Data for Data Processing
Origami will:
- Provide Client with text for data request letters suitable for requesting necessary data from Gallagher Bassett.
- Convert and load the initial system data from Gallagher Bassett
Client will:
- Arrange for a daily claims only feed (no adjuster notes or individual transactions) data to be sent to Origami from
Gallagher Bassett
Configuring Automated Interfaces, Imports & Extracts To / From 3rd Party Systems
Origami will:
- Implement import routines and schedules required to accommodate imports listed below.
o Inbound flat file SFTP Import of Employee Details on daily basis from JD Edwards
o Inbound flat file import of vehicle information from FASTR
- Implement export routines and schedules required to accommodate exports listed below.
o No Exports in this SOW
Provide and maintain a secure method for authentication and access to Origami’s SFTP. Communicating changes to
the Client in a timely manner.
Client will:
- Arrange for data to be delivered in the agreed upon format, on the agreed upon schedule from JD Edwards and
FASTR systems
Configuration of Incident Intake Process
Origami will:
- Configure the Enterprise Portal Data Entry Screens to accurately mirror Client’s existing process (with below
improvements)
- Build the workflow in the Service for proper email notification, mail merge document distribution and task
creation according to Client’s business rules.
Client will:
- Provide screenshots of existing intake forms currently in use.
- Work with Origami to identify opportunities to improve on current intake forms and processes.
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- Specify the workflows and individuals required for event triggered emails, tasks and mail merge
Training
Origami will:
- Provide 16 hours of training to Client in year 1 of this SOW and provide additional training each subsequent year
as needed. Professional Service hours will be eroded for training in future years. Training will be provided at
Client offices or online at Client’s request. Training can be provided in one session or several on mutual
agreement between Client and Origami. Travel & Expenses associated with any on-site training will be pre-
approved by Client and billed as incurred.
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 is founded on a set of ITERATIVE processes from top to bottom. These contemporary tenets are the foundation
of Origami’s ability to deliver better service and faster and more accurate implementations. Origami also maintains a set
of best practices, tools and experts for our clients who require a more TRADITIONAL approach to managing their
implementation project. The selection below indicates the project management model included within this SOW:
This SOW includes:
[Included] Iterative Project Management
[Not Included] Traditional Project Management
Iterative Project Management - Included
Origami will:
o Schedule and lead initial kickoff call or meeting
o Maintain schedule with key deliverables and expected dates
o Lead status calls twice per month
o Maintain project status document containing priority list, open items and changes which may impact timeline
o Coordinate all activity within Origami to complete Origami’s tasks on the project schedule and assign project
management as shared role of team members
o The Service’s administrative tools and screens serve as documentation of the implementation for Client’s System
Administrator to reference.
Client will:
o Participate in status calls and working meetings
o Coordinate all activity within Client’s organization to complete Client’s tasks on the project schedule
o Coordinate all activity of Client’s 3rd party providers required to complete tasks on the project schedule
Traditional Project Management – Not Included
If included, in addition to the responsibilities listed in Iterative Project Management above, Origami will designate a
Project Manager to provide a specified number of hours of project management during the Implementation. This Project
Manager will (1) manage the Origami tasks listed in Iterative Project Management above, (2) coordinate meetings and
discussions with stakeholders as needed to maintain project progress, and (3) maintain a library of written artifacts and
documentation including:
o Formal project kickoff agenda
o Communication plan
o Formal stakeholder analysis
o On site agendas
o Change control management
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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 Executive steering committee status call agenda (as
needed)
o Origami governance decision management document
o UAT test plan for critical items (dependent on Client
input and test cases provided)
o Executive project dashboard
o Lessons learned analysis
ONGOING SUPPORT
After the Implementation is completed or Client is using the Service in production for greater than 30 days, this section of
the SOW describes Origami services through the remainder of the term of this SOW. If the parties agree that certain parts
of the Service will go Live before others, this section will apply to each part upon going Live.
Carrier / TPA Claims Data Ongoing Processing
Origami will:
Process the claim data updates received from Client data providers as follows:
- Gallagher Bassett : Claims Only feed (no adjusters notes or individual transactions) processed Daily
Client will:
- Use tools in the Service to resolve exceptions, if any, such as missing locations, incomplete code maps, and other
exceptions, which may occur in the update as a result of data errors or missing data from data providers.
- Notify Carrier / TPA of data exceptions when appropriate to have data corrected at source.
Maintenance of Automated Interfaces, Imports & Extracts To / From 3rd Party Systems
Origami will:
- Maintain import routines and schedules required to accommodate imports from third party systems listed below:
▪ Daily - Inbound Flat File SFTP Import of Employee details on daily basis from JD Edwards
▪ Inbound flat file import of vehicle information from FASTR
- Maintain export routines and schedules required to accommodate exports to third party systems listed below:
▪ Not Applicable. No Exports in the SOW
Client will:
- Ensure the ongoing performance of import and export responsibilities of each 3rd party system.
Professional Service Hours
This SOW includes up to 30 hours of Professional Services in the first year, up to 30 hours in the second year, and up to
30 hours in the third year. Professional Services include any work performed by Origami professionals on behalf of
Client. Examples include:
• Helpdesk support for users
• Additional user training
• General assistance utilizing the Service
• Configuration of features for Client’s use
• Maintenance of screens and system configurations as workflows evolve
• Configuration of customized reports
• Maintenance or modification of any import or export scripts
• Attendance in meetings
• Project management tasks and administration
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PRICING AND INVOICE SCHEDULE
The price for the licenses and services listed above in this SOW is $147,850 for the first year, $67,650 for year two, and
$67,650 for year three of this SOW. Exhibit B provides a detailed breakdown of the components of the price.
Payment for Year 1 will be invoiced and due upon execution of this SOW. Payments for Year 2 and 3 are due annually
upfront on the anniversary date of this SOW.
If needed, additional services can be purchased through an addendum to this SOW. All fees are subject to state sales tax,
where applicable. All travel costs and expenses will be pre-approved by Client in writing and billed to Client as incurred.
ADDITIONAL PRICING:
1. If Client requires additional hosting during the term of this SOW, additional hosting fees will apply as follows:
[- Current annual fee for database size up to 1 GB = $7,500]
[- Annual fee for database size over 1 GB and up to 5 GB = $15,000]
[- Annual fee for database size over 5 GB and up to 15 GB = $25,000]
- Current annual hosting fee includes 50GB of searchable File Attachment hosting
- Additional searchable File Attachment hosting is $2,500 per 50GB per year
2. Additional Professional Service hours will be invoiced as incurred at Origami’s unbundled rate. Bundled hours
(minimum of 10) may be added prior to the start of each contract year at Origami’s bundled rate.
3. Additional users, additional licenses or additional use beyond that which is listed above in the Licenses section of this
SOW shall require additional fees. Origami shall invoice Client, and Client shall pay for any additional licenses, hosting,
service hours or other usage in excess of what is specified in this SOW.
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STATEMENT OF WORK APPROVAL
The undersigned agree to this Statement of Work.
ORIGAMI RISK LLC CITY OF DENTON, TEXAS
By: __________________________________ By: __________________________________
Name: _______________________________ Name: _______________________________
(Print Name) (Print Name)
Title: ________________________________
Date: ________________________________
Title: _________________________________
Date: ________________________________
DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDA1C175
Earnest Bentley
3/14/2022
President, Risk Solutions
04/05/2022
Sara Hensley
City Manager
APPENDIX B
PRICING DETAIL
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Appendix B
Pricing Detail
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APPENDIX C
SERVICE LEVEL AGREEMENT (SLA)
SYSTEM AVAILABILITY
Origami Risk will be available 99.5% of the time, excluding unavailability as a result of any Excluded Event (the
“Availability Requirement”). This includes holidays, weekends, and non-business hours. It does not include planned
downtime. In normal circumstances, Origami Risk will schedule downtime between 8:00 PM CT and 7:00 AM CT.
Origami Risk will post system availability statistics quarterly.
“Excluded Event” means (i) scheduled maintenance windows of which Client is notified at least 24 hours in advance and
which occur outside of normal business hours; (ii) scheduled repairs of not more than two hours duration in any one week
period of which Client is notified at least four hours in advance and which occur outside of normal business hours; (iii)
critical repairs including security updates where advance notice cannot be reasonably provided; (iv) interruptions caused
by transmission errors, Internet service providers, vandalism, user error or other factors beyond Origami’s or its direct
service providers’ reasonable control; or (v) interruptions caused by any act or omission of Client (including any
employee, contractor, agent, customer, investor, consultant or third party user of Client or any of Client’s affiliates who
uses or accesses the service), including any failure or delay in the performance of its obligations or failure of Client’s
equipment or non-Origami software. The Availability Requirement applies only to Origami’s production environment
and not to Origami’s staging environment.
Service Credits:
In the event there is a material failure of Origami’s service to meet the Availability Requirement (a “Service Level
Failure”) in any calendar month, then Client shall have the following sole and exclusive remedy: Origami will
provide Client with a service credit on the next annual invoice equal to the pro-rated charges for one (1) full day
of the affected services (e.g., 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
fourteen (14) business days after the applicable calendar month with a description of the Service Level Failure
and the date and time of such Service Level Failure. If Client does not notify Origami within such timeframe,
then Client shall be deemed to have waived all claims with respect to such Service Level Failure (but not to any
future Service Level Failure). Origami will make all determinations regarding Service Credits in its reasonable
discretion.
For any given month, Client shall in no event be entitled to receive a Service Credit that exceeds 100% of its
monthly license fees for such month. Client agrees that Service Credits are the sole and exclusive remedy for any
Service Level Failure.
BACKUP AND RECOVERY
Origami currently backs up transactions every 15 minutes via incremental backups. A differential database backup is
performed nightly and a full backup is performed weekly. Backups are stored off site via Amazon S3, which has multiple
redundancy and 99.999999999% durability and 99.99% availability of objects over a given year. Periodic database
restore tests are performed to validate that backups are valid. Origami retains weekly backups for a minimum of six
months.
NOTICES
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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.
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 TLS v1.2 or higher for all communications over https. Origami databases are fully encrypted using
256-bit AES encryption.
Claim, Transaction, and Notes data sent to the Origami Risk 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.
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Contract # 7700
Exhibit E
INSURANCE REQUIREMENTS AND
WORKERS’ COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall provide and maintain until the contracted work has been completed and accepted by
the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department certificates of insurance including
any applicable addendum or endorsements, containing the contract number and title of
the project. Contractor may, upon written request to the Purchasing Department, ask for
clarification of any insurance requirements at any time; however, Contractor shall not
commence any work or deliver any material until he or she receives notification that the
contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if so
noted:
• Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A or better.
• The General Liability policy shall be endorsed to provide the following:
▪ Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
▪ That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
▪ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
• Cancellation: City requires written notice should any of the policies described on
the certificate be canceled or materially changed before the expiration date
resulting in Contractor’s failure to comply with this Exhibit.
• Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of one year beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
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Contract # 7700
expiration of the contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
• Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
• Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
• Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Cyber Insurance
Cyber coverage provided protection for business liability for a data breach, cyber
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Contract # 7700
extortion, business interruption due to malicious cyber attacks or malware infections. A
Cyber policy will be required anytime a system interfaces with the City of Denton’s servers
or houses sensitive information such as customer or employee data. When Cyber
coverage is required commercial crime is also required. Limits of not less than $500,000
are required unless other limits are individually approved by the City.
[ ] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic
and umbrella or excess policies. The policy will include bodily injury and property damage
liability arising out of the operation, maintenance and use of all automobiles and mobile
equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
• any auto, or
• all owned hired and non-owned autos.
[ ] Workers’ Compensation Insurance
Contractor shall purchase and maintain Workers’ Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation
Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
on an “occurrence" basis and the policy shall be issued by the same insurance company
that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
[ ] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to the
contractor or if a contractor leases or rents a portion of a City building. Limits of not less
than each occurrence are required.
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[ ] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
[ ] Riggers Insurance
The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be
provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a “blanket” basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than $ each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
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Contract # 7700
ATTACHMENT 1
[ ] Workers’ Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's
employees providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on
the project until the contractor's/person's work on the project has been
completed and accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) -
includes all persons or entities performing all or part of the services the
contractor has undertaken to perform on the project, regardless of whether
that person contracted directly with the contractor and regardless of whether
that person has employees. This includes, without limitation, independent
contractors, subcontractors, leasing companies, motor carriers, owner-
operators, employees of any such entity, or employees of any entity which
furnishes persons to provide services on the project. "Services" include,
without limitation, providing, hauling, or delivering equipment or materials, or
providing labor, transportation, or other service related to a project. "Services"
does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of
classification codes and payroll amounts and filing of any overage
agreements, which meets the statutory requirements of Texas Labor Code,
Section 401.011(44) for all employees of the Contractor providing services on
the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental
entity prior to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage
ends during the duration of the project, the contractor must, prior to the end of
the coverage period, file a new certificate of coverage with the governmental
entity showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project,
and provide to the governmental entity:
1. a certificate of coverage, prior to that person beginning work on the
project, so the governmental entity will have on file certificates of
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Contract # 7700
coverage showing coverage for all persons providing services on the
project; and
2. no later than seven days after receipt by the contractor, a new certificate
of coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration of
the project.
F. The contractor shall retain all required certificates of coverage for the duration
of the project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail
or personal delivery, within 10 days after the contractor knew or should have
known, of any change that materially affects the provision of coverage of any
person providing services on the project.
H. The contractor shall post on each project site a notice, in the text, form and
manner prescribed by the Texas Workers' Compensation Commission,
informing all persons providing services on the project that they are required
to be covered, and stating how a person may verify coverage and report lack
of coverage.
I. The contractor shall contractually require each person with whom it contracts
to provide services on a project, to:
1. provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any coverage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all of
its employees providing services on the project, for the duration of the
project;
2. provide to the contractor, prior to that person beginning work on the project,
a certificate of coverage showing that coverage is being provided for all
employees of the person providing services on the project, for the duration
of the project;
3. provide the contractor, prior to the end of the coverage period, a new
certificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the duration
of the project;
4. obtain from each other person with whom it contracts, and provide to the
contractor:
a. a certificate of coverage, prior to the other person beginning work on the
project; and
b. a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
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Contract # 7700
certificate of coverage ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of the
project and for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal
delivery, within 10 days after the person knew or should have known, of any
change that materially affects the provision of coverage of any person
providing services on the project; and
7. Contractually require each person with whom it contracts, to perform as
required by paragraphs (1) - (7), with the certificates of coverage to be
provided to the person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all
employees of the contractor who will provide services on the project will be
covered by workers' compensation coverage for the duration of the project,
that the coverage will be based on proper reporting of classification codes and
payroll amounts, and that all coverage agreements will be filed with the
appropriate insurance carrier or, in the case of a self-insured, with the
commission's Division of Self-Insurance Regulation. Providing false or
misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor’s failure to comply with any of these provisions is a breach of
contract by the contractor which entitles the governmental entity to declare the
contract void if the contractor does not remedy the breach within ten days after
receipt of notice of breach from the governmental entity.
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Contract # 7700
Exhibit F
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
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Contract # 7700
Exhibit G Pricing Proposal 2.24.22
Year 1 Year 2 Year 3 Comments
Origami Software License
and Users $39,400 $39,400 $39,400
• Origami Risk standard RMIS software license
• 4 Claims Admin users
• 16 Light Users
• 5 IT System Admin Users
• Enterprise Portal Access for system SDS view
access and up to 1,000 inputs from the field per
year
• Mobile Forms App License
• Origami API Access
Hosting $7,500 $7,500 $7,500
• Hosting / Data Storage Fees for up to 1 GB of
data storage. Includes 50GB of file storage.
System Interfaces / Data
Processing $14,000 $14,000 $14,000
• Daily inbound Claim only feed from GB
• Inbound Flat File SFTP Import of Employee details
on weekly basis from JD Edwards
• Inbound Flat File SFTP Import of Employee
details on weekly basis from NEOGOV
Conversion of Historical
Data – from Excel $4,500 $0 $0
• Up to 20 hours of historical conversion of data
from client’s existing spreadsheets.
Conversion of the ClearRisk
system $22,500 $0 $0
Roughly 5,000 claims records and related files to
convert
Implementation Fee $53,200 $0 $0
• Configuration to specifications of the RFP
• 16 hours Formal User Training
• Configuration and Implementation via Agile
methodology
Ongoing Support /
Professional Service Hours $6,750 $6,750 $6,750 • 30 Ongoing Professional Support hours per year
Total $147,850 $67,650 $67,650
SOW Deliverables:
• SSO via SAML 2.0
• Usage of the system to the specifications of the RFP documentation and Q&A
• No Payment Interface or Payment processing for those claims handled in house
• In-house claims administration for non-WC lines
• Conversion of data from the ClearRisk system
• Agile Project Management as defined by Origami Risk to include project schedule/timeline
• 16 hours of formal system training prior to go-live
• Client to provide their own Training content, Compliance regs and SDS content into Origami’s standard
solutions
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CONFLICT OF INTEREST QUESTIONNAIRE
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2 Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the
date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business
relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B.Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D.Describe each employment or business and family relationship with the local government officer named in this section.
4 I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
25,*$0,5,6.//&
1$
;
0D\
EXHIBIT H
DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDA1C175
Certificate Of Completion
Envelope Id: 3D0218A4EBF74AAD9AC79314EDA1C175 Status: Completed
Subject: Please DocuSign: City Council Contract 7700 Risk and Safety Management Information System
Source Envelope:
Document Pages: 54 Signatures: 9 Envelope Originator:
Certificate Pages: 6 Initials: 1 Gabby Leeper
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Gabby.Leeper@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
3/11/2022 4:59:02 PM
Holder: Gabby Leeper
Gabby.Leeper@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Gabby Leeper
gabby.leeper@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Signed by link sent to
gabby.leeper@cityofdenton.com
Using IP Address: 198.49.140.104
Sent: 3/11/2022 5:15:21 PM
Viewed: 3/11/2022 5:15:34 PM
Signed: 3/11/2022 5:16:10 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to lori.hewell@cityofdenton.com
Using IP Address: 198.49.140.104
Sent: 3/11/2022 5:16:12 PM
Viewed: 3/12/2022 11:51:57 AM
Signed: 3/12/2022 11:53:58 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to
marcella.lunn@cityofdenton.com
Using IP Address: 107.126.24.105
Signed using mobile
Sent: 3/12/2022 11:54:00 AM
Viewed: 3/14/2022 9:39:25 AM
Signed: 3/14/2022 9:41:57 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Earnest Bentley
legal@origamirisk.com
President & CEO
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Signed by link sent to legal@origamirisk.com
Using IP Address: 205.178.28.173
Sent: 3/14/2022 9:42:02 AM
Viewed: 3/14/2022 10:28:02 AM
Signed: 3/14/2022 12:20:02 PM
Electronic Record and Signature Disclosure:
Signer Events Signature Timestamp
Accepted: 3/14/2022 10:28:02 AM
ID: b9a39397-3c3d-429a-a3c7-55b85ad7f349
Tiffany Thomson
Tiffany.Thomson@cityofdenton.com
Interim Assistant City Manager/Director of Human
Resources
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to
Tiffany.Thomson@cityofdenton.com
Using IP Address: 47.32.227.235
Signed using mobile
Sent: 3/14/2022 12:20:08 PM
Viewed: 3/14/2022 12:31:52 PM
Signed: 3/14/2022 12:32:08 PM
Electronic Record and Signature Disclosure:
Accepted: 3/14/2022 12:31:52 PM
ID: 147f0680-313f-4eab-85f9-baac7f017ca7
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Signed by link sent to
cheyenne.defee@cityofdenton.com
Using IP Address: 198.49.140.10
Sent: 3/14/2022 12:32:14 PM
Viewed: 4/6/2022 8:26:03 AM
Signed: 4/6/2022 8:28:10 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to
sara.hensley@cityofdenton.com
Using IP Address: 198.49.140.10
Sent: 4/6/2022 8:28:15 AM
Viewed: 4/6/2022 8:28:53 AM
Signed: 4/6/2022 8:29:03 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Signed by link sent to rosa.rios@cityofdenton.com
Using IP Address: 198.49.140.10
Sent: 4/6/2022 8:29:07 AM
Viewed: 4/6/2022 10:42:43 AM
Signed: 4/6/2022 10:42:59 AM
Electronic Record and Signature Disclosure:
Accepted: 4/6/2022 10:42:43 AM
ID: 542b66a9-1009-4c99-a3fd-c8eac15573ed
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/11/2022 5:16:12 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/14/2022 12:32:14 PM
Viewed: 3/14/2022 4:11:48 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 4/6/2022 10:43:04 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Deby Skawinski
Deby.Skawinski@cityofdenton.com
Deputy Director, Risk & Compliance
Security Level: Email, Account Authentication
(None)
Sent: 4/6/2022 10:43:05 AM
Electronic Record and Signature Disclosure:
Accepted: 4/6/2022 6:33:59 AM
ID: 5df86fd8-74db-491c-adff-a2d782cff4af
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 3/11/2022 5:15:21 PM
Certified Delivered Security Checked 4/6/2022 10:42:43 AM
Signing Complete Security Checked 4/6/2022 10:42:59 AM
Completed Security Checked 4/6/2022 10:43:05 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Earnest Bentley, Tiffany Thomson, Rosa Rios, Deby Skawinski
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.