Amendment 1 Origami Agreement

C19-1165-2

AMENDMENT NO. 1
THE CITY OF GLENDALE, ARIZONA AND ORIGAMI RISK LLC
(City of Glendale, Contract No. C19-1165)

This Amendment No. 1 (“Amendment”) to the Linking Agreement (“Agreement”) is made
this 1st day of July, 2022, (“Effective Date”), by and between the City of Glendale, an
Arizona municipal corporation (“City”) and Origami Risk LLC, a Delaware limited liability
company, authorized to do business in Arizona (“Contractor”).

RECITALS

City and Origami Risk LLC (“Contractor”) previously entered into a Linking
Agreement, Contract No. C19-1165, dated November 13, 2019 (“Agreement”); and

Section 2-149 of the City's Procurement Code permits the Materials Manager to
ptocure goods and services by participating with other governmental units in
cooperative purchasing agreements when the best interests of the City would be
served.

Section 2-149 also provides that the Materials Manager may enter into such
cooperative agreements without meeting the formal or informal solicitation and bid
tequirements of Glendale City Code Sections 2-145 and 2-146.

The City desires to contract with Contractor for supplies or services identical, or
nearly identical, to the supplies or services Contractor is providing other units of
government under the Cooperative Purchasing Agreement. Contractor consents to
the City's utilization of the Cooperative Purchasing Agreement as the basis of this
Agreement, and Contractor desires to enter into this Agreement to provide the
supplies and services set forth in this Agreement.

City and Contractor wish to modify and amend the Agreement subject to and strictly
in accordance with the terms of this Amendment.

AGREEMENT

In consideration of the mutual promises set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the City and
Contractor hereby agree as follows:

1.

Recitals. The recitals set forth above are not merely recitals but form an integral
part of this Amendment.

Term. The Term of the Agreement is being extended from June 30, 2022 for an
additional one (1) yeat term with the option to extend the term an additional four (4)
yeats, renewable on an annual basis until the Cooperative Purchasing Agreement
expites on June 30, 2027, or such date as the Cooperative Purchasing Agreement is
extended to. The City may terminate this Agreement with no further liability by

4/29/2021

providing notice to Contractor no less than sixty (60) days prior to the anniversary
date of the Agreement. City’s renewals are not automatic and shall only occur if the
City gives the Contractor notice of its intent to renew. The City may give the
Contractor notice of its intent to renew this Agreement thirty (30) days prior to the
anniversary of the Effective Date to effectuate such renewal, unless otherwise
terminated or canceled as provided in the Agreement. All other provisions of the
Agreement, except as set forth in this Amendment, shall remain in their entirety.

Scope of Work. Contractor shall provide City the supplies and/or services
identified in the Scope of Work attached as Exhibit B.

Compensation. City shall pay Contractor compensation at the same rate and on the
same schedule as provided in the Cooperative Purchasing Agreement. The total
purchase price for the supplies and/or services purchased under this Agreement shall
not exceed $1,905,334.21 for the five-year amendment.

Insurance Certificate. Curtent certificate will expire on December 17, 2022 and a
new certificate applying to the extended term must be provided prior to this date to
Materials Management and the Contract Administrator.

Non-discrimination. Contractor must not discriminate against any employee or
applicant for employment on the basis of race, color, religion, sex, national origin,
age, marital status, sexual orientation, gender identity or expression, genetic
characteristics, familial status, U.S. military veteran status or any disability.
Contractor will require any Sub-contractor to be bound to the same requirements as
stated within this section. Contractor, and on behalf of any subcontractors, warrants
compliance with this section.

No Boycott of Israel. To the extent A.RS § 35-393 through § 35-393.03 are
applicable, the parties hereby certify that they are not currently engaged in, and agree
for the duration of the Agreement to not engage in, a boycott of goods or services
from Israel, as that term is defined in A.R.S § 35-393.

[Intentionally Omitted.]

Ratification of Agreement. City and Contractor hereby agree that except as_
expressly provided herein, the provisions of the Agreement shall be, and remain in
full force and effect and that if any provision of this Amendment conflicts with the
Agteement, then the provisions of this Amendment shall prevail.

[Signatures on the following page.]

4/29/2021

CITY OF GLENDALE, an Arizona
municipal corporation

Kevin R. Phelps, City Manager

ATTEST:

Julie K. Bower, City Clerk (SEAL)

APPROVED AS TO FORM:

Michael D. Bailey, City Attorney

Origami Risk LLC,
a Delaware limited liability company

Earne Bentley

President, Risk Solutions

4/29/2021

STATEMENT OF WORK #20220701

This Statement of Work (“SOW”) describes services to be performed by Origami Risk LLC (“Origami”) for The City of
Glendale (“Client”). This SOW is subject to all the terms and conditions of the Linking Agreement between Client and
Origami dated November 13, 2019 (the “Agreement”).

PURPOSE AND TERM

The purpose of this SOW is to renew Client’s subscription to Origami’s Risk Management Information System (RMIS)
(the “Service”) as set forth in this SOW. The term of this SOW shall begin on July 1, 2022 and shall continue for a
duration of five years. Origami and Client agree that the term of the Agreement shall be extended through the duration of
the term of this SOW.

LICENSES
Base Functionality
Functionality Selected Description
RMIS Yes Includes functionality related to risk management, including incidents, claims,
insurance policy management, locations, safety, and risk management portal.
Claims Adjudication No Includes additional functionality related to claims adjudication.
Policy Underwriting and No Includes additional functionality related to policy underwriting and issuance.
Issuance
Governance, Risk & No Includes GRC/ERM functionality.
Compliance (GRC)
* Origami may also offer other base functionality not included under this SOW.
User Li S
License Quantity Description
Full User 12 These licenses have access to all the capabilities and features of the Service under the base functionality

selected above, except those features utilized for adjusting claims such as check writing, setting reserves and
calculating indemnity benefits. These licenses have access to Extended Functionality features to the extent
selected below.

Light User 0 These licenses have access to the dashboard, reports pre-configured for them, and read-only access to other
areas of the Service under the selected base functionality. Light Users do not have access to Administration
features or Extended Functionality features.

Claims Adjusting 2 These licenses have access to all the features and capabilities of the Service under the base functionality
User selected above, including those features utilized for adjusting claims such as check writing, setting reserves
and calculating indemnity benefits. These licenses have access to Extended Functionality features to the
extent selected below.

Non-Named-User Access Licenses

License Selected Quantity Description

Enterprise Yes Upto These licenses are not named licenses and have access only to enter records either by (1) an

Wide 1,000 anonymous collection portal, by clicking an anonymous collection link generated via Origami’s

Record records administration features (“Portal Data Entry”) or (2) granting access to a URL sent from the

Entry added per Service as a Data Entry Event email notification, giving time limited access to a single record
year (“Grant Access”).

Enterprise No 0 Users These licenses allow representatives in the field to enter data through the Service’s online

Values platform pertaining to information necessary for renewal submissions, such as TIV, Square

Collection Footage, COPE information, or other such asset and exposure data.

Extended Functionality Licenses

License Selected Quantity Description
API Access No N/A This license provides access to Origami’s web service REST APIs using calls. API

calls may be made concurrently, subject to reasonable limitation when needed to
preserve system performance. Requires a minimum of five (5) Full Users and/or

Claims Adjusting Users.
Secure Email No Up to 0 Secure This license provides secure email functionality, which provides password protected
Emails sent per hosting for email communications from and to the Service.

month

Page i

OCR Scanning No Not Included This license provides optical character recognition (OCR) functionality for mapping
specified data from scanned documents to data fields within the Service.

Certificate of No 0 Insureds This license provides certificate of insurance tracking for third party insureds, such as

Insurance Tracking tenants, vendors, contractors or customers.

SMS Messaging No 0 Messa: This license provides the ability to send SMS messages as workflow actions within
the Service’s administration features.

Two Factor No 0 2FA Messages This license provides the ability to send SMS and/or email messages to users to

Authentication validate their identity before logging in from a new device and/or once every 30 days
from the same device.

Mobile Forms App No Inc! Origami’s Mobile Forms App may be used by any named user for no additional
license fee, but service hours are required for configuration.

Mobile Claimant No N ud Origami’s Mobile Claimant App may be used by any named user for no additional

App license fee, but service hours are required for configuration. Requires a minimum of
three (3) Claims Adjusting Users.

Workers’ No Jurisdictions: N/A | This license includes the following Origami Compliance solutions (this functionality

Compensation is only available to Claims Adjusting Users):

Solutions Automated EDI FROI/SROI State Reporting via Mitchell
e Indemnity Benefits Rates
© Workers’ Compensation State Forms

ODG Integration No 0 Users This license provides integration with ODG’s Return to Work guidelines. Only

User Claims Adjusting Users and Full Users may utilize this feature. This feature queries
ODG’s RTW and treatment guidelines based on WC claim diagnosis codes.

Tableau No 0 Users This license allows Origami users to access Tableau within the Origami environment,
providing enhanced data visualization.

eSignature No 0 Envelopes This license provides the ability to tag mail merge documents with electronic

Integration signature fields, authenticating through a third-party eSignature tool.

License Notes:

1. Origami adds generally available features from time to time that may require configuration prior to use. If Client
requests Origami’s assistance in this configuration, Professional Services hours may be applied for any such

configuration.
2. In addition to the generally available features, Origami may occasionally deploy new functionality that will require
an Extended Functionality License similar to those listed in the Extended Functionality License section above. These

features may require additional fees based on record volume, number of additional users accessing the new features,
or some other incremental cost driver. Client may agree to add such an Extended Functionality License in a separate

Statement of Work.

HOSTING

Origami will provide data hosting for up to 5GB of total database size (excluding file attachments). In addition, Origami
will provide 100GB of non-searchable file attachment hosting. Additional hosting is available at any time during the term

of this SOW as set forth in the Pricing section below.

Origami will host the application and data in a secure internet accessible environment. Origami will backup Client data at
periodic intervals each day.

ONGOING SUPPORT
Carrier / TPA Claims Data Ongoing Processing

Origami will:
Process the claim data updates received from Client data providers as follows:
e CorVel: Claims, Financial Transactions, Notes processed Daily

Client will:

Page ii

PRICING AND INVOICE SCHEDULE

The price for the licenses and services listed above in this SOW is $124,700.00 for the first year, $124,700.00 for year
two, $124,700.00 for year three, $128,441.00 for year four, and $132,294.23 for year five of this SOW. Exhibit A
provides a detailed breakdown of the components of the price.

Such payments will be due as follows:

07/01/2022 - $124,700.00

07/01/2023 - $124,700.00

07/01/2024 - $124,700.00

07/01/2025 - $128,441.00

07/01/2026 - $132,294.23

If cas additional services can be purchased through an addendum to this SOW. ‘All fees are subject to state sales tax,

All travel costs and expenses will be pre-approved by Client in writing and billed to Client as incurred.

ADDITIONAL PRICING:

1. If Client requires additional hosting during the term of this SOW, additional hosting fees will apply as follows:

- Current annual fee for database size up to 5 GB = $15,000
- Annual fee for database size over 5 GB and up to 15 GB = $25,000

- Annual fee for database size over 15 GB and up to 30 GB = $40,000

- Current annual hosting fee includes 100GB of non-searchable File Attachment hosting
- Additional non-searchable File Attachment hosting is $1,000 per 100GB 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 of $225/hour.

3. Additional users, additional licenses or additional use beyond that which is listed above in the Licenses section of this

SOW shall require additional fees. Origami shall invoice Client, and Client shall pay for any additional licenses, hosting,
service hours or other usage in excess of what is specified in this SOW.

Page iv

PRICING AND INVOICE SCHEDULE

The price for the licenses and services listed above in this SOW is $124,700.00 for the first year, $124,700.00 for year
two, $124,700.00 for year three, $128,441.00 for year four, and $132,294.23 for year five of this SOW. Exhibit A
provides a detailed breakdown of the components of the price.

Such payments will be due as follows:

07/01/2022 - $124,700.00
07/01/2023 - $124,700.00
07/01/2024 - $124,700.00
07/01/2025 - $128,441.00

07/01/2026 - $132,294.23

If ees additional services can be purchased through an addendum to this SOW. All fees are subject to state sales tax,

All travel costs and expenses will be pre-approved by Client in writing and billed to Client as incurred.
ADDITIONAL PRICING:
1. If Client requires additional hosting during the term of this SOW, additional hosting fees will apply as follows:
- Current annual fee for database size up to 5 GB = $15,000
~ Annual fee for database size over 5 GB and up to 15 GB = $25,000
- Annual fee for database size over 15 GB and up to 30 GB = $40,000

- Current annual hosting fee includes 100GB of non-searchable File Attachment hosting
~ Additional non-searchable File Attachment hosting is $1,000 per 100GB 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 of $225/hour.

3. Additional users, additional licenses or additional use beyond that which is listed above in the Licenses section of this

SOW shall require additional fees. Origami shall invoice Client, and Client shall pay for any additional licenses, hosting,
service hours or other usage in excess of what is specified in this SOW.

Page iv

STATEMENT OF WORK APPROVAL

The undersigned agree to this Statement of Work.

ORIGAMI RISK LLC

Name: Earnest Bentley

(Print Name)

Title: President, Risk Solutions

Date: May 11, 2022

THE CITY OF GLENDALE

By:

Name:

(Print Name)

Title:

Date:

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Page vi

STATEMENT OF WO 20220701

This Statement of Work (“SOW”) describes services to be performed by Origami Risk LLC (“Origami”) for The City of
Glendale (“Client”). This SOW is subject to all the terms and conditions of the Linking Agreement between Client and
Origami dated November 13, 2019, including the Statement of Work attached thereto as Exhibit B (collectively, the
“Agreement”).

TERM

The term of this SOW shall begin on July Ist, 2022 and shall be coterminous with the term of the Agreement.

PROJECT SCOPE

This SOW adds Employee Relations tracking functionality for use by the City of Glendale team.

IMPLEMENTATION PROCESS

System Configuration

Origami will:

Configure 2 incident forms for Employee Relations and Third-Party Complaints

Configure 2 claim forms for Employee Relations and Third-Party Complaints

Modify 1 claim form for Professional Liability

Configure a module to track Business Recommendations on Employee Relations claims and Third-Party
Complaints

Configure 1 mail merge letter

Configure a user security profile to access Employee Relations and Third-Party Complaints claims

Provide up to 20 hours of assistance in the configuration of workflow events for case management process (Email
notifications, auto generation of tasks, setting dates, etc.)

Provide up to 40 hours of assistance in the configuration of Reports and Dashboards

Client will:

Provide specifications, direction, and feedback as needed by Origami in a timely manner.
Configure additional default dashboards, fields, forms, user roles, distribution lists, reports and other features as
needed by Client.

Training

Origami will:

Provide 4 hours of training to Client in year 3 of this SOW and provide additional training each subsequent year
as needed. Professional Service hours will be eroded for training in future years. Training will be provided at
Client offices or online at Client’s request. Training can be provided in one session or several on mutual
agreement between Client and Origami. Travel & Expenses associated with any on-site training will be pre-
approved by Client and billed as incurred.

Client will:

Provide Origami with guidance about the employees to be trained and any training requirements or a preferred

approach.
If training is to be provided in Client office, provide appropriate meeting space and internet access so Origami can
perform the training and also provide for transportation and other expenses for Client employees who attend the

training.

Page i

PROJECT MANAGEMENT OPTION SELECTED:

Origami is founded on a set of ITERATIVE processes from top to bottom. These contemporary tenets are the foundation
of Origami’s ability to deliver better service and faster and more accurate implementations. Origami also maintains a set
of best practices, tools and experts for our clients who require a more TRADITIONAL approach to managing their
implementation project. The selection below indicates the project management model included within this SOW:

This SOW includes:
[Included] Iterative Project Management
[Not Included] Traditional Project Management

Iterative Project Management - Included

Origami will:

o Schedule and lead initial kickoff call or meeting

o Maintain schedule with key deliverables and expected dates

o Lead status calls twice per month

© 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

The Service’s administrative tools and screens serve as documentation of the implementation for Client’s System

Administrator to reference.

°

Client will:

© Participate in status calls and working meetings

© Coordinate all activity within Client’s organization to complete Client’s tasks on the project schedule
o Coordinate all activity of Client’s 3" party providers required to complete tasks on the project schedule

PRICING AND INVOICE SCHEDULE

The price for the licenses and services listed above in this SOW is $25,875.00 due upon execution of this SOW by both
parties.

Exhibit A to this SOW provides a detailed breakdown of the components of the price.

If aa additional services can be purchased through an addendum to this SOW. All fees are subject to state sales tax

All travel costs and expenses will be pre-approved by Client in writing and billed to Client as incurred.

Page ii

STATEMENT OF WORK APPROVAL
The undersigned agree to this Statement of Work.

ORIGAMI RISK LLC

Name: _Earnest Bentley

Title:

Date:

(Print Name)

President, Risk Solutions

May 11, 2022

THE CITY OF GLENDALE

By:

Name:

(Print Name)

Title:

Date:

Page iii

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Page iv

STATEMENT OF WORK #20220701

This Statement of Work (“SOW”) describes services to be performed by Origami Risk LLC (“Origami”) for The City of
Glendale (“Client”). This SOW is subject to all the terms and conditions of the Linking Agreement between Client and
Origami dated November 13, 2019, including the Statement of Work attached thereto as Exhibit B (collectively, the
“Agreement”).

TERM

The term of this SOW shall begin on July 1st, 2022 and shall be coterminous with the term of the Agreement.

PROJECT SCOPE

This SOW adds FMLA tracking functionality for use by the City of Glendale team.

IMPLEMENTATION PROCESS

System Configuration

Origami will:

Configure 1 incident form for FMLA

Configure 1 claim form for FMLA

Configure a module to track leave periods on the FMLA claim

Configure a user security profile to access FMLA claims

Provide up to 25 hours of assistance in the configuration of workflow events for the FMLA process (Email
notifications, auto generation of tasks, setting dates, etc.)

Provide up to 40 hours of assistance in the configuration of Reports and Dashboards

Client will:

Provide specifications, direction, and feedback as needed by Origami in a timely manner.
Configure additional default dashboards, fields, forms, user roles, distribution lists, reports and other features as
needed by Client.

Training

Origami will:

Provide 4 hours of training to Client in year 3 of this SOW and provide additional training each subsequent year
as needed. Professional Service hours will be eroded for training in future years. Training will be provided at
Client offices or online at Client’s request. Training can be provided in one session or several on mutual
agreement between Client and Origami. Travel & Expenses associated with any on-site training will be pre-
approved by Client and billed as incurred.

Client will:

Provide Origami with guidance about the employees to be trained and any training requirements or a preferred
approach.

If training is to be provided in Client office, provide appropriate meeting space and internet access so Origami can
perform the training and also provide for transportation and other expenses for Client employees who attend the
training.

PROJECT MANAGEMENT OPTION SELECTED:
Origami is founded on a set of ITERATIVE processes from top to bottom. These contemporary tenets are the foundation
of Origami’s ability to deliver better service and faster and more accurate implementations. Origami also maintains a set

Page i

of best practices, tools and experts for our clients who require a more TRADITIONAL approach to managing their
implementation project. The selection below indicates the project management model included within this SOW:

This SOW includes:
[Included] Iterative Project Management
Not Included] Traditional Project Management

Iterative Project Management - Included

Origami will:

o Schedule and lead initial kickoff call or meeting

Maintain schedule with key deliverables and expected dates

Lead status calls twice per month

Maintain project status document containing priority list, open items and changes which may impact timeline
Coordinate all activity within Origami to complete Origami’s tasks on the project schedule and assign project

management as shared role of team members
The Service’s administrative tools and screens serve as documentation of the implementation for Client’s System

Administrator to reference.

oooo°o

Client will:
o Participate in status calls and working meetings
© Coordinate all activity within Client’s organization to complete Client’s tasks on the project schedule

o Coordinate all activity of Client’s 3 party providers required to complete tasks on the project schedule

PRICING AND INVOICE SCHEDULE

The price for the licenses and services listed above in this SOW is $27,900.00 due upon execution of this SOW by both
parties.

Exhibit A to this SOW provides a detailed breakdown of the components of the price.

If sons additional services can be purchased through an addendum to this SOW. All fees are subject to state sales tax.

All travel costs and expenses will be pre-approved by Client in writing and billed to Client as incurred.

Page ii

STATEMENT OF WORK APPROVAL

The undersigned agree to this Statement of Work.

ORIGAMI RISK LLC

Name: Earnest Bentley

(Print Name)

Title: President, Risk Solutions

Date: May 11, 2022

THE CITY OF GLENDALE

By:

Name:

(Print Name)

Title:

Date:

Page iii

EXHIBIT A
PRICING DETAIL

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