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22-632
22-632ORDINANCE NO . AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH ORIGAMI RISK, LLC, FOR RISK MANAGEMENT AND SAFETY SOFTWARE (RMIS) FORTHE RISK MANAGEMENT AND SAFETY DIVISIONS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7700- AWARDED TO ORIGAMI RISK, LLC, FOR THREE (3) YEARS, WITH THE OPTION FORTWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT- TO-EXCEED AMOUNT OF $460,650.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for risk management and safety software WITS) for the Risk Management and Safety divisions; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and acceptedherein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, or services shown in the “Request Proposals” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFPNUMBER CONTRACTOR AMOUNT 7700 Origami Risk, LLC $460,650.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3 . That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was madeThisseconded by A Dr\'e following vote LL - a by Tess e DaViS and ordinance was passed and approved by the Aye y’/JaP/ IZ/?‘ Nay Abstain Absent Mayor Gerard Hudspeth:Vicki Byrd, District 1 : Brian Beck. District 2: Jesse Davis, District 3 : Alison Maguire, District 4:Deb Armintor, At Large Place 5 : Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the jB day of JW , 2022. dfM£dTC= : : + • f r r b n ! f : q= =+ + f 1 V F 1 i I t + f -! q J f g r r ) ; F +I ATTEST: ROSA RIOS, CITY SECRETARY }IF% APPROVED AS TO LEGAL FORM:MACK RErNWAND, CITY ATTORNEY f} Digitally signed by Marcella y DN: cn=Marcella Lunn, o, DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAIC175 DENTON Docusign City Council Transmittal Coversheet RFP 7700 File Name RIsk and Safety Management Information System P„rchasing Contact G;bby L ''P'‘ City Council Target Date APRIL 5 ’ 2022 Piggy Back Option Contract Expiration Ordinance Yes APRIL 5 , 2027 LGV Url DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAIC175 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND ORIGAMI RISK, LLC (CONTRACT 7700) THIS CONTRACT is made and entered into this date 04/05/2022 , by and between Origami Risk, LLC an Illinois corporation, whose address is 222 North LaSalle StreetSuite 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 bythe 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 byreference (a) (b) (C)(d) (e)(f)(g)(h) Special Terms and Conditions (Exhibit “A”); City of Denton’s RFP 7700 (Exhibit “B” on File at the Office of the PurchasingAgent) ;City of Denton Standard Terms and Conditions (Exhibit “C”); Software Subscription Agreement, Statement of Work/Service Level Agreement(Exhibit “D”); Insurance Requirements (Exhibit “E”); Certificate of Interested Parties Electronic Filing (Exhibit "F");Contractor’s Pricing Proposal (Exhibit "G"); 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 theyare 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 isprohibited from entering into a contract with a company for goods or services unless the contract contains Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAIC175 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 cenifies 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 toChapter 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 CITY OF DENTON, TEXAS /"-••-••DocuSigned by: I SMA Hu.4££y\sN{#DNm9£ev, CItY MANAGER Printed Name: Earnest Bent1 ey Title: President , Risk Solutions ATTEST: ROSA RIOS, CITY SECRETARY 312-546-6515PHONE NUMBER lega1 @or1 gami risk . comEMAIL ADDRESS APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY 2022-860780TEXAS ETHICS COMMISSION1295 CERTIFICATE NUMBER BY bTHIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligationsand business terms. T1 ffany Thomson PRINTED NAME Interim Asslstant City Manager/Dl rector of Human ResourcesTITLE DocuSign Envelope ID: 3D0218A4-EBF7zIAAD-9AC7-9314EDAIC175 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 beissued 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 andshall 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 Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAI C175 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 solicitationnumber. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 5. Performance Liquidated Damages Intentionally Deleted. Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAIC175 Exhibit CStandard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawingsand 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 mustbe 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 orstatement 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 alldeliverables 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 ofdeliverables. 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 andConditions. 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 Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF7-+AAD-9AC7-9314EDAIC175 Contractor may notify the City of the intention to cure and may then make a conforming tenderwithin 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 whileengaged 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 possessedany 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 fblly 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. Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAIC175 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 ef seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 ef 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, andthe 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 invoicedamount 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 themaximum 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 suchclaims9 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; Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF7-+AAD-9AC7-9314EDAIC175 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 ContractDocuments 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 indemnify 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 Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAI C175 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 bekept 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 theterms “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 dayof 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 theterms 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. Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAI C175 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 workman like 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 underthis 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 mayreduce 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 Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAIC175 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 ofthe 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 theviolation or unsafe condition has been corrected. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fhlly, timely and faithfblly 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, withoutlimitation, 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. Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF7'+AAD-9AC7-9314EDAIC175 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, UVDEMNIFY, AND HOLD THE CITY, ITSSUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES, AND ELECTED OFFICIALSHARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLYARISING OUT OF, INCIDENT TO, CONCERNING, OR RESULTING FROM THEFAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES,OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’SOBLIGATIONS UNDER THE CONTRACT. NOTHING HEREHV SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUTNOT 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: Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAIC175 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 andendorsements 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 Contractormust 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’ CompensationInsurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices ofcancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department901B 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 theContractor. 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 Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF7dIAAD-9AC7-9314EDAI C175 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 nameof 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. Personaldelivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas76201 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 contributodly, 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 businessinformation, 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 anyunauthorized 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 Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAIC175 its own most valuable information, which protective measures shall under all circumstances be atleast reasonable measures to ensure the continued confidentiality of the Confidential Information. The City’s confidentiality obligations are as set forth in the Software Subscription Agreementattached 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 beidentified. 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 anyamounts 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 shallhave 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 theContractor 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 Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAIC175 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 Bee 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 legaldocumentation such as an updated W-9, documents filed with the state indicating suchchange, 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 asimilar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed byboth 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 theContract. 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. Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAIC175 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 orotherwise 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 submitto the exclusive personal jurisdiction of such courts. The foregoing, however, shall not beconstrued 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. Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAIC175 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 nom 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 ofDenton 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 definedin the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements)The following federally fLmded 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 Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAIC175 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 ActCertificate". 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 asdefined 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, FEDERATI, 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 ofthe Contract. Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAIC175 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 andstandard 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 complywith the relevant provisions thereof, including any amendments to the final rule that may hereafterbe 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 anysuch 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 faultor 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 soaffected 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) calendardays 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 provisionof 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. Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF7ztAAD-9AC7-9314EDAIC175 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 afterthe 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 accessto 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 conditions5. Purchase order Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAIC175 Exhibit D Software Subscription Agreement, Statement of Work/Software LicensingAgreement Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAI C175 ~+- ORIGAMI RISK SOFTWARE SUBSCRIPTION AGREEMENT This SOFTWARE SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of APRIL 52022 (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 “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. “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 Clientfor use with the Service. “User” means any employee, contractor, agent, customer, investor, consultant or service provider of Clientor 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 ofClient’s Affiliates. “Client Party” means Client and each of itsAffiliates 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 informationmust be marked Confidential, “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 andconditions 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 Servicesolely for internal business of Client, its Affiliates andUsers. Users shall use the Service in accordance with this Agreement and the applicable Statement of Work andDocumentation. “Customizations” means specifically modified reports, dashboard panels, or other configurations, featuresor 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 orelectronic format. “Fees” means the fees payable pursuant to this Agreement as set forth in any Statement of Work. (b) Storage. Client may store Client Datathrough 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 ofWork. “Intellectual Property Rights” means worldwide intellectual and proprietary property owned or properly licensed by a party and all intellectual or proprietaryproperty 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 anyStatement of Work. (c) Service Level Agreement. Origami’s Service Level Agreement with respect to the Service is setforth 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.“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. (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 1 DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAIC175 ~&' ORIGAMI RISK 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 beexpected to interfere with any third party’s use andenjoyment 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 ofauthorized 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 differentlevels of access to Client Data, to different Users, asdescribed in more detail in the Statement of Work. It is Client’s responsibility to designate the applicable access tobe granted to each User. Client shall cause all Users to comply with all obligations of Client hereunder, to theextent 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 complywith the terms of this Agreement or any uncured Usernoncompliance 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 partyUsers 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 PartyTerms as part of a click-through that can be enabled toappear 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 eachClient Party with the terms and conditions of thisAgreement, 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 ofthis Agreement, Origami will make available to Clientcertain 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’spremises 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) 2 DocuSign Envelope ID: 3DC)218A4-EBF74AAD-9AC7-9314EDAIC175~+’ ORIGAMI RISK safeguard the usernames, passwords and other security data,methods and devices furnished to Client in connection with the Service and reasonably prevent unauthorized access toor 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 responsibilityfor 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 providethe 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. of Work; (2) failure of any Client Party’s equipment orsoftware (other than the Service); or (3) Force MajeureEvent. (k) Mobile Service. The Service may include certain services that are available via an applicationdownloaded and installed on a mobile device. To the extent Client chooses to use such application, Client acknowledgesand 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.RiGHTS.INTELLECTUAL PROPERTY (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 nototherwise 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 productnames 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 theWork 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, (i) Client Warranty. The partiesacknowledge 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 suchClient 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 thatwould 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 ClientParty in verifying and mitigating the impact of a Client Party’s equipment or software failure to the extent at which Origami is able. a) Non-Origami Events. Clientacknowledges and agrees that Origami shall not beresponsible 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 3 DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAIC175~t- ORIGAMI RISK and Client shall have no other right to use any WorkProduct.“Disclosing Party”) that it exercises with respect to its ownConfidential Information, but in no event shall the Receiving Party exercise less than a reasonable standard ofcare. 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 indirectlydisclose, sell, copy, distribute, republish, create derivativeworks from, demonstrate or allow any third party to have access to any of Disclosing Party’s Confidential Information; provided that the Receiving Party maydisclose 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 tothose 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 allStatements of Work and pricing thereunder) and all Intellectual Property Rights with respect to the Service andWork Product shall be deemed to be Confidential Information of Origami under this Agreement. (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 neverbe 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 notreview, 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 expenseprovide 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. (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 ReceivingParty or its Representatives prior to such disclosure or isindependently developed by the Receiving Party or its Representatives subsequent to such disclosure; or (iii) information that is subsequently lawfully obtained by theReceiving 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 toDisclosing 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) 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 InBingement to the extent within Client’s control. Client agrees to reasonably cooperate withand 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 extentallowed 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 befurnished with or otherwise have access to Confidential Information of the other party. The party that has receivedConfidential Information (the “Receiving Party”), in fulfilling its obligations under this Section, shall exercise the same degree of care and protection with respect to theConfidential Information of the party that has disclosed Confidential Information to the Receiving Party (the (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, Origamiunderstands that Client may be required to release certain information provided under this Agreement, in accordance4 DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAI C175~+’ ORIGAMI RISK 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, Origamishall 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 obligationsunder the laws of the State of Texas and its record retention policy. Origami recognizes that Client will need to retainaccess to certain records in accordance with these obligations. available. Origami agrees to mitigate, to the extent practicable, any harmfhl effects from such breach that are or become known to Origami. 7. (a) (b) TERM AND TERMINATION Intentionally omitted. Intentionally omitted. (c) Intentionally omitted. (d) Events Upon Termination. Upon the termination of this Agreement: (i) Origami shall ceaseproviding 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 ofsuch invoice. 6. DATA SECURITY. (a) Audit Report. Upon Client’s written request to Origami during the term of this Agreement (nomore 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 theterms of this Agreement. (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), 2G), 3, 5, 7(d), 7(e), 8(c), and 9 through 13, as well as all payment obligations,shall survive.(b) Safeguards. Origami shall maintaincommercially reasonable administrative, technical andphysical 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 noevent during the term of this Agreement will Origami materially diminish the protections provided by the controlsset forth in such SOC 2 Report. Such safeguards shallcomply 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. 8. LIMITED WARRANTY (a) Service Warranty. Origami warrants that the Service will perform in all material respects inaccordance with the Documentation when used in accordance with the terms of this Agreement on the hardware and with the third-party software specified byOrigami 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/oran error/bug fix as may be necessary to correct the nonconformity. In the event that Client gives Origami notice of an apparent nonconformity that Origamireasonably 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 atOrigami’s then current hourly rate for such services. Themaximum 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 toterminate this agreement in accordance with its terms if Origami breaches its warranties hereunder and fails to cure. (c) Notification. Origami shall makereasonable 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 wasaccessed to the extent available at the time of the notice. Origami will provide regular updates to Client as additionaldetails about the nature of the affected Client Data become (b) Intentionally omitted. 5 DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAI C 175 ~ t’ ORIGAMI RISK (c) Disclaimers.9.INDEMNIFICATION BY ORIGAMI. (i) EXCEPT AS OTHERWISEEXPRESSLY STATED IN THIS AGREEMENT,ORIGAMI MAKES NO WARRANTY ORREPRESENTATION WHATSOEVER, EITHEREXPRESS, IMPLIED OR STATUTORY, WITHRESPECT TO THE SERVICE, WORK PRODUCT,PROFESSIONAL SERVICES, OR ANY OTHERSERVICES PROVIDED HEREUNDER OR THE USE THEREOF BY CLIENT AND ITS USERS, iNCLUDnvGQUALITY, PERFORMANCE, MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ORIGAMI HEREBYDISCLAIMS THE SAME. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, ORIGAMI ANDITS LICENSORS DO NOT REPRESENT OR WARRANTTHAT: (a) THE USE OF THE SERVICE WILL BEUNINTERRUPTED OR ERROR-FREE; OR (b) THESERVICE WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS; OR (c) ALL ERRORS ORDEFECTS IN THE SERVICE WILL BE CORRECTED. (a) Indemnification. Origami agrees toindemnify, 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 anypart 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-in#inging, 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 isreasonably 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 terminatjon.(ii) CLIENT ACKNOWLEDGESAND AGREES THAT THE SERVICE IS A TOOL TO BE USED BY CLIENT IN THE COURSE OF EXERCISINGITS PROFESSIONAL rUDGMENT. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, ANDOTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS ORIGAMI IS NOT RESPONSIBLE FOR ANY DELAYS.DELIVERY FAILURES, OR OTHER DAMAGERESULTING FROM SUCH PROBLEMS OUTSIDE OFITS REASONABLE CONTROL. NO ORIGAMI AGENTOR EMPLOYEE IS AUTHORIZED TO MAKE ANY EXPANSION, MODIFICATION OR ADDITION TOTHIS LMITATION AND EXCLUSION OF WARRANTIES IN THIS AGREEMENT. (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 anyService other than in accordance with this Agreement andthe Documentation. (c) Conduct. On IP claims, Origami shall have the sole right to conduct the defense of any suchinfringement claim or action and all negotiations for its settlement or compromise, and to settle or compromise anysuch claim. Client agrees to cooperate and ensure that each Client Party cooperates with Origami in doing so. Clientagrees 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. (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 byinterfaces 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 ClientParty or third party sources and including the data’s accuracy or completeness, or Client’s claim handling orother decisions. Origami disclaims any liability for interception of any such data or communications, including of encrypted data. Client agrees that Origami shall have noresponsibility or liability for any damages arising in connection with access to or use of the Service by any ClientParty to the extent such access or use is not authorized by this Agreement. 10. INTENTIONALLY OMITTED. 11 . LIMITATION OF LIABILITY (a) Disclaimer of Damages. IN NO EVENTWILL ORIGAMI BE LIABLE FOR ANY INDIRECT.SPECIAL, PUNITIVE, INCIDENTAL ORCONSEQUENTLAL DAMAGES ARISING UNDER ORIN CONNECTION WITH THIS AGREEMENT, THESERVICE OR THE PROFESSIONAL SERVICES,WHETHER BASED IN CONTRACT. TORT. INTENDEDCONDUCT OR OTHERWISE, INCLUDING WITHOUTLIMITATION, DAMAGES RELATING TO THE LOSS 6 DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAIC175~+’ ORIGAMI RISK OF PROFITS, nqcoME, GOODWILL OR REVENUE,COSTS INCURRED AS A RESULT OF DECISIONSMADE IN RELLANCE ON THE SERVICE, LOSS OFUSE OF THE SERVICE OR ANY OTHER SOFTWARE OR OTHER PROPERTY, LOSS OF DATA, THE COSTSOF RECOVERING OR RECONSTRUCTnqG SUCHDATA OR THE COST OF SUBSTITUTE SOFTWARE.SERVICES OR DATA, OR FOR CLAIMS BY TFaRDPARTIES, EVEN IF ADVISED OF THE POSSEBILITYOF SUCH DAMAGES. (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 shallbe 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 withoutlimitation 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. (b) Limitation of Liability. UNDER NOCIRCUMSTANCES SHALL ORIGAMI’S AGGREGATEMAXIMUM LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, THESERVICE OR THE PROFESSIONAL SERVICESEXCEED THE PAYMENTS ACTUALLY MADE TOORIGAMI HEREUNDER DURING THE 24 MONtHSPRECEDUqG THE DATE ON WHICH ANY CLAM ISMADE AGAINST ORIGAMI. 12. EXPORT CONTROL (a) Export. Client shall not export the Serviceor 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 thedesign, 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 CommerceDenied 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 bysuch office, currently available a http://www.ustreas.gov/ofac. (b) Disclaimer. Origami makes no representation that the Service is appropriate or available foruse 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 solelyresponsible 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© GENERAI I (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. 7 DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAIC175 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. ORIGAMI RISK LLC CITY OF DENTON, TEXAS DocuSlgned by: By, M 5236DB296270423 Name.Sara Hens1 ey (Print Name) Title: City Manager Address: 215 E MCKINNEY ST, DENTON, TX 76201 Name. Earnest Bent1 ey (Print Name) Title: President, RIsk Solutions Address: 222 N. LaSalle St Suite 2100 Chicago, IL 60601 Email: legal@origamirisk.com Email. PURCHASING@CIIYOFDENTON . COM DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAI C175~+’ ORIGAMI RISK APPENDIX ASTATEMENT 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 template(i 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. DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAIC175 ~+ ’ ORIGAMI RISK LICENSES Base Functional Functionali Selected DescriDtion Includes functionality related to risk management, including incidents, claims, insurance li lent portal.locations, certificates of insurance, saR and risk Includes ERM functionality.Enterprise Risk Management (ERMI Governance, Risk & ComplianceGR+offers other base functionali Includes GRC functionality Claims Adiudication and Poli Underwrit and Issuance) not included under this SOWe. User Licenses License mt uani DescriDtion These licenses have access to all the capabilities and features of the Service under the base functionalityselected 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 extentselected below These licenses have access to the dashboard, reports pre-configured for them, and read-only access to otherareas of the Service under the selected base functionality. Light Users do not have access to Administrationfeatures or Extended Functionality features. These licenses are for usage by FF Professionals only and have access to the System Administrationfunctionalities for purposes of supporting the system administration settings and configurations for the:rmissions/modify users rolesClient, including the ability to These licenses have access tc=lnhe 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 theextent selected below Block of up to 2,000 employees. Provides for Safety Data Sheet (SDS) consumption as a view only ability for all empjoyees to have access to view SDS content onI Light User IT SystemAdministrator Claims Adjusting User Safety Data Sheet Consumption User Non-Named-User Access Licenses License > Record Entry Descrintion ) records added per 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,iving time limited access to a trant Accessle record These representatives in the field to enter data through the Service’s online platform pertaining to information necessary for renewal submissions, such asCOPE information, or other such asset and losure data.FootaTIV Enterprise ValuesCollection Extended Functionality Licenses c Ml ty c s per day DescrbILQB 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. This license provides secure email functionality, which provides password protected hosting for email communications from and to the Service. Secure Email No Up to M Ernails sent per month Not IncludedOCR Scanning No No No No This license provides optical character recognition (OCR) fanctionality for mappingSDecified data from scanned documents to data fields within the Service. This license provides certificate of insurance tracking for third party insureds, such astenants, vendors, contractors or customers. This license provides the ability to send SMS messages as workflow actions withinthe Service’s administration features, nis 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 daysfrom the same device. Origami’s Mobile Forms App may be used by any named user for no additionallicense fee, but service hours are required for configuration. Certificate of Insurance Trackin! SMS Messaging 0 Insureds WIS Mes£u££ :over initial 500) / (over initial 500) Two Factor Authentication Mobile Forms App Yes Included DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAIC175 ~+’ ORIGAMI RISK Mobile Claimant App Not Includ Origami’s Mobile Claimant App may be used by any named user for no additional Requires a minimum oflicense fee, but service hours are required for co]three Claims Adjusting Users. This license includes the following Origami Compliance solutions (this functionalityis only available to Claims Adjusting Users): • Automated EDI FROI/SROI State Reporting via Mitchell • Indemnity Benefits Rates,tion State Forms• Workers’ Com This license provides integration with ODG’s Return to Work guidelines. Only Claims Adjusting Users and Full Users may utilize this feature. This feature querieslelines based on WC claimODG’s RTW and treatment codes This license allows Origami users to access Tableau within the Origami environment,enhanced data visualization.Vl This license provides the ability to tag mail merge documents with electronicthrough aauthentillture fiel lture tool.eSS Workers CompensationSolutions+ Jurisdictions: W ODG IntegrationUser# Tableau+ eSignatureIntegration# + 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 configwation 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 separateStatement 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 ofthis 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 productionenvironment, 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 DocuSign Envelope ID: 3D0218A4-EBF7'4AAD-9AC7-9314EDAIC175 ~&’ ORIGAMI RISK 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 ftmction, 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 byClient 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 DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAI C175 ~+’ ORIGAMI RISK - Notes - File attachments Client will: - Arrange for an extract of data hom 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’sData 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 3'd 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. DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAI C 175~+’ ORIGAMI RISK 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 trarnrng. 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: [Included1 Iterative Project Management [Not Included1 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 SystemAdministrator to reference. Client will: o Participate in status calls and working meetings o Coordinate all activity within Client’s organization to complete Client’s tasks on the project schedule o Coordinate all activity of Client’s 3'd party providers required to complete tasks on the project schedule 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 Commurrication plan o Formal stakeholder analysis o On site agendas o Change control management DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAIC175 ~+’ ORIGAMI RISK 0 0 0 0 0 0 0 Project charterCollaboration website Detailed work breakdown structure Weekly project status calls, agenda, meeting notes Detailed issues and risks logAction items list Detailed project plan 0 0 0 0 0 Executive steering committee status call agenda (as needed) Origami governance decision management document UAT test plan for critical items (dependent on Client input and test cases provided) Executive project dashboard 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 ofthe 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 SOWClient will: - Ensure the ongoing performance of import and export responsibilities of each 3"i 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 • • • • • • • • • DocuSign Envelope ID: 3D0218A4-EBF7-tAAD-9AC7-9314EDAIC175 ~ t- ORIGAMI RISK 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 annuallyupfront 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: l- Current annual fee for database size up to 1 GB = 87,5001 [- 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. DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAIC175 ~+' ORIGAMI RISK STATEMENT OF WORK APPROVAL The undersigned agree to this Statement of Work. ORIGAMI RISK LLC CITY OF DENTON, TEXAS DocuSigned by: By:I S'''tje„„Iq 5236DB296270423. Name: Sara Hensley (Print Name) Title' Clty Manager Date: 04/05/2022 Name.Earnest Bentley (Print Name) Title: Presldent . R1 sk Solutl ons Date. 3/14/2022 DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAIC175 ~&' ORIGAMI RISK APPENDIX BPRICING DETAIL DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAIC175 Appendix B Pricing Detail Hd LLC ,47.850.00TaN Price ExtendedmIaTVUOM EA ;39.400.00539.1.00 EA S Sts.750.ooEA SO.00 SO.ooEA .650.00 544.Gsa.oo 537EA 53.600.ooEA 57 57E 4 june# 1 that includa; En for careTotal annual system2 It for core Ttrisprice that includ© Per Usn Lic'3 4 arI5Im ect I [tmrseNa Standard I and initial6 user 3 of Denton and data feed warkus'data feds hum [such asuiraJ or listed in features notmmHm9ed DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAI C1 75 ~+' ORIGAMI RISK 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 duringwhich 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 Failureand 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 reasonablediscretion 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 anyService 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 sixmonths NOTICES DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAIC175~+’ ORIGAMI RISK Two email subscription options are available to each Origami Risk user. These determine the type of communication thatthey 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 supporta4origamirisk.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 isresponsible 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 theuser’s password and unlock the user account. Origami Risk uses TLS vl.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 iscompleted, unencrypted files are removed from the system. DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAIC175 Exhibit E INSURANCE REQUIREMENTS ANDWORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, whichthe 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 Contractorshall 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 includingany applicable addendum or endorsements, containing the contract number and title ofthe project. Contractor may, upon written request to the Purchasing Department, ask forclarification of any insurance requirements at any time; however, Contractor shall notcommence any work or deliver any material until he or she receives notification that thecontract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shallcomply with the following general specifications, and shall be maintained in compliancewith these general specifications throughout the duration of the Contract, or longer, if sonoted • 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, Employeesand 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 insuranceapplies 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'slimit 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 onthe certificate be canceled or materially changed before the expiration dateresulting in Contractor’s failure to comply with this Exhibit. • Should any of the required insurance be provided under a claims made form, Contractorshall maintain such coverage continuously throughout the term of this contract and,without lapse, for a period of one year beyond the contract expiration, such thatoccurrences arising during the contract term which give rise to claims made after Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAIC175 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 coststo be included in the general annual aggregate limit, the Contractor shall either double theoccurrence 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 satisfactoryevidence 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 agreementeffective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shalladditionally comply with the following marked specifications, and shall be maintained incompliance 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 ,000,000.00shall be provided and maintained by the Contractor. The policy shall be written on anoccurrence basis either in a single policy or in a combination of underlying andumbrella 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 completedoperations, 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, productsand completed operations, independent contractors and property damageresulting 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 Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF7'+AAD-9AC7-9314EDAIC175 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 serversor houses sensitive information such as customer or employee data. When Cybercoverage 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 SingleLimits (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 damageliability 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, inaddition 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 eachemployee, and a $500,000 policy limit for occupational disease. The City need not benamed as an "Additional Insured" but the insurer shall agree to waive all rights ofsubrogation against the City, its officials, agents, employees and volunteers for any workperformed for the City by the Named Insured. For building or construction projects, theContractor shall comply with the provisions of Attachment 1 in accordance with 5406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ CompensationCommission (TWCC). []Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of thework 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 theprosecution of the work or Contractor's operations under this contract. Coverage shall beon an “occurrence" basis and the policy shall be issued by the same insurance companythat carries the Contractor's liability insurance. Policy limits will be at least $500,000.00combined bodily injury and property damage per occurrence with a $1,000,000.00aggregate []Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to thecontractor or if a contractor leases or rents a portion of a City building. Limits of not lessthan each occurrence are required. Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF7'+AAD-9AC7-9314EDAIC175 []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 isrequired under this Agreement. []Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall beprovided. Such policy shall include as "Named Insured" the City of Denton and allsubcontractors as their interests may appear. []Environmental Liability Insurance Environmental liability insurance for $1 ,000,000 to cover all hazards contemplated by thiscontract. []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 andInstallation 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 theCGL coverage []Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outsidethe 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 accessto 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 andspecific service agreements. If such additional insurance is required for a specificcontract, that requirement will be described in the "Specific Conditions" of the contract specifications . Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAI C 175 ATTACHMENT 1 []Workers’ Compensation Coverage for Building or Construction Projects forGovernmental 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 coverageagreement (TWCC-81 , TWCC-82, TWCC-83, or TWCC-84), showing statutoryworkers' compensation insurance coverage for the person's or entity'semployees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work onthe project until the contractor’s/person's work on the project has beencompleted and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in 9406.096) -includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whetherthat person contracted directly with the contractor and regardless of whetherthat person has employees. This includes, without limitation, independentcontractors, 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, orproviding labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beveragevendors, office supply deliveries, and delivery of portable toilets. B.The contractor shall provide coverage, based on proper reporting ofclassification codes and payroll amounts and filing of any overageagreements, which meets the statutory requirements of Texas Labor Code, Section 401.011 (44) for all employees of the Contractor providing services onthe project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmentalentity 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 ofthe 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 theproject, so the governmental entity will have on file certificates of Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAI C175 coverage showing coverage for all persons providing services on theproject; and 2. no later than seven days after receipt by the contractor, a new certificateof coverage showing extension of coverage, if the coverage periodshown 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 haveknown, of any change that materially affects the provision of coverage of anyperson providing services on the project. H The contractor shall post on each project site a notice, in the text, form andmanner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are requiredto be covered, and stating how a person may verify coverage and report lackof coverage. 1.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 andpayroll amounts and filing of any coverage agreements, which meets thestatutory requirements of Texas Labor Code, Section 401.011 (44) for all ofits 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 allemployees 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 newcertificate of coverage showing extension of coverage, if the coverageperiod 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 thecontractor: 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 Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAIC175 certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of theproject and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personaldelivery, within 10 days after the person knew or should have known, of anychange that materially affects the provision of coverage of any personproviding services on the project; and 7. Contractually require each person with whom it contracts, to perform asrequired by paragraphs (1) - (7), with the certificates of coverage to beprovided to the person for whom they are providing services. J.By signing this contract or providing or causing to be provided a certificate ofcoverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will becovered 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 theappropriate insurance carrier or, in the case of a self-insured, with thecommission'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. Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAIC175 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 isawarded, in accordance with Government Code 2252.908. The contractor shall: 1. 2 3 4 5 6. Log onto the State Ethics Commission Website at : https://www . ethics. state.tx.us/whatsnew/elf_info_form 1295.htm Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 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. Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF7-4AAD-9AC7-9314EDAIC175 Exhibit GErII IDtPF6T)agmMl ]Year2 TYear3 2.24.22 Comments 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 AccessOrigami Software License and Users $39,400 $ 39,400 1 $ 39,400 Hosting $7,500 1 $7,500 1 S7,500 • • • • Hosting / Data Storage Fees for up to 1 GB of data storage. Includes 50GB of file storage. 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 Employeedetails on weekly basis from NEOGOVSystem Interfaces / Data Processing $14,000 $ 14,000 1 $ 14,000 Conversion of Historical Data - from Excel $4,500 $22,500 SO SO $0 SO • Up to 20 hours of historical conversion of data from clienfs existing spreadsheets. Conversion of the ClearRisk system Roughly 5,000 claims records and related files to convert Configuration to specifications of the RFP 16 hours Formal User Training Configuration and Implementation via Agile methodology • • • • Implementation Fee Ongoing Support / Professional Service Hours $53,200 $6,750 SOI $6,750 1 $6,- SO $6,750 30 Ongoing Professional Support hours per year Total $147,850 567,650 F $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 standardsolutions • • • • • • • • Contract # 7700 DocuSign Envelope ID: 3D0218A4-EBF74AAD-9AC7-9314EDAIC175 CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - EXHIBIT H For vendor or other person doing business with local governmental enti This questionnaire reflects=g the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ 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 amisdemeanor. a ORIGAMI RISK LLCTHCheck 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 7Lh business day after thedate 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. N/A 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 businessrelationship 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?n ,“E ,„, 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?LJ Yes LI 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 anofficer or director, or holds an ownership of one percent or more?n Yes = No D.Describe each employment or business and family relationship with the local govemment officer named in this section, 4 5 [X] I have no Conflict of Interest to disclose. May 27, 2021 DateSignature of vendor doing business with the governmental entity [Xx:uSign Certificate Of Completion Envelope Id: 3D0218A4EBF74AAD9AC79314EDAI C175 Subject: Please DocuSign: City Council Contract 7700 Risk and Safety Management Information System Source Envelope: Status: Completed Document Pages: 54 Certificate Pages: 6 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Signatures: 9 Initials: 1 Envelope Originator: Gabby Leeper 901 B Texas Street Denton, TX 76209 Gabby.Leeper@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 3/1 1/2022 4:59:02 PM Holder: Gabby Leeper Gabby .Leeper@cityofdenton.com Location: DocuSign Signer Events Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 3/1 1/2022 5:15:21 PM Viewed: 3/1 1/2022 5:15:34 PM Signed: 3/1 1/2022 5:16:10 PM Completed Signed by link sent to gabby.leeper@cityofdenton.com Using IP Address: 198.49.140.104 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) Sent: 3/1 1/2022 5:16:12 PM Viewed: 3/12/2022 1 1 :51 :57 AM Signed: 3/1 2/2022 11 :53:58 AM Signature Adoption: Pre-selected Style Signed by link sent to lori.hewell@cityofdenton.com Using IP Address: 198.49.140.104 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) Sent: 3/12/2022 1 1 :54:00 AM Viewed: 3/14/2022 9:39:25 AM Signed: 3/14/2022 9:41 :57 AM Signature Adoption: Pre-selected Style Signed by link sent to marcella.lunn@cityofdenton.com Using IP Address: 107.126.24.105 Signed using mobile Electronic Record and Signature Disclosure; Not Offered via DocuSign Earnest Bentley legal@origamirisk.com President & CEO Security Level: Email, Account Authentication(None) Sent: 3/14/2022 9:42:02 AM Viewed : 3/14/2022 10:28:02 AM Signed: 3/14/2022 12:20:02 PM Signature Adoption: Pre-selected Style Signed by link sent to legal@origamirisk.com Using IP Address: 205.178.28.173 Electronic Record and Signature Disclosure: Signer Events Signature Accepted: 3/14/2022 10:28:02 AMID: b9a39397-3c3d429a-a3c7-55b85ad7f349 Timestamp Tiffany Thomson Tiffany.Thomson@cityofdenton.com Interim Assistant City Manager/Director of Human Resources Security Level: Email, Account Authentication(None) Sent: 3/14/2022 12:20:08 PM Viewed: 3/14/2022 12:31 :52 PM Signed: 3/14/2022 12:32:08 PM Signature Adoption: Pre-selected Style Signed by link sent to Tiffany.Thomson@cityofdenton.com Using IP Address: 47.32.227.235 Signed using mobile Electronic Record and Signature Disclosure:Accepted : 3/14/2022 12:31 :52 PMID: 147f0680-313fzleab-85f9-baac7f017ca7 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Completed Sent: 3/14/2022 12:32:14 PM Viewed: 4/6/2022 8:26:03 AM Signed: 4/6/2022 8:28:10 AMSigned by link sent to cheyenne.defee@cityofdenton.com Using IP Address: 198.49.140.10 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) 'DocuSlgned byI SMA Hoqq '5236DB29627a423. Sent: 4/6/2022 8:28:15 AM Viewed: 4/6/2022 8:28:53 AM Signed: 4/6/2022 8:29:03 AM Signature Adoption: Pre-selected Style Signed by link sent to sara.hensley@cityofdenton.com Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) 'DocuSlgned byI Ran R&B+ ,IC5CA&C5EI 75493. Sent: 4/6/2022 8:29:07 AM Viewed: 4/6/2022 10:42:43 AM Signed: 4/6/2022 10:42:59 AM Signature Adoption: Pre-selected Style Signed by link sent to rosa.rios@cityofdenton.com Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 4/6/2022 10:42:43 AMID: 542b66a9-10092lc99-a3fd-c8eac15573ed In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Status Timestamp Certified Delivery Events Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Status Timestamp Sent: 3/1 1/2022 5:16:12 PM Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 3/14/2022 12:32:14 PM Viewed: 3/14/2022 4:11 :48 PM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 4/6/2022 10:43:04 AM Viewed: 4/6/2022 11 :43:20 AM Deby Skawinski Deby.Skawinski@cityofdenton.com Deputy Director, Risk & Compliance Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Accepted: 4/6/2022 6:33:59 AMID: 5df86fd8-74db-491c-adff-a2d782cff4af Sent: 4/6/2022 10:43:05 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 3/1 1/2022 5:15:21 PM 4/6/2022 10:42:43 AM 4/6/2022 10:42:59 AM 4/6/2022 10:43:05 AM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure 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 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. 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