1 THIRD MODIFICATION OF AGREEMENT NO. 10275 (CCS)
This Third Modification of Agreement Number 10275 (CCS) (“Third Modification”), entered into as of _________________ (“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Origami Risk LLC (“Origami”) is made with reference to the following:
RECITALS
A. On or about May 4, 2016, the City and Origami entered into Agreement Number 10275 (CCS) for a Risk Management Information System (“Original Agreement”) for five years.
B. On or about March 26, 2018, the City and Origami entered into a First Modification of Agreement Number 10275 (CCS) (“First Modification”) to modify the services provided and the compensation to Origami.
C. On or about July 12, 2019, the City and Origami entered into a Second Modification of Agreement Number 10275 (CCS) (“Second Modification”). The Original Agreement as modified by the First Modification and the Second Modification may be referred to collectively herein as “the Agreement.”
D. The City and Origami desire to modify the Agreement to extend the contract term for an additional three years, revise the services to be performed by Origami, adjust the software licenses to be provided by Origami, and to increase the contract price to pay for those services and software licenses during the extended term.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Agreement as follows:
1. Section 2 of the Agreement entitled “Term” shall be deleted in its entirety and replaced with the following paragraph:
Term. This Agreement begins on the Execution Date and terminates on May 3
rd, 2024, unless terminated earlier as set forth in the Agreement or extended by the parties in writing.
2. “Exhibit C-1 –Statement of Work,” and Exhibit E-2 as attached to the Second Modification shall be deleted and replaced with the attached Exhibit C-2 STATEMENT OF WORK #20210504 in its entirety.
3. Exhibit J – Budget is added to the Agreement.
4. Section 8 of the Agreement, entitled “Compensation” shall be deleted and replaced with the following paragraph:
Compensation. The City will compensate Origami for the Services described in Exhibit C-2 in an amount not to exceed $362,400, as set forth in Exhibit J. The total contract price for services pursuant to the DocuSign Envelope ID: 35C0BC96-154A-40BC-A077-383DE98420CA 5/4/2021
2 Original Agreement, the First Modification, the Second Modification, and this Third Modification shall not exceed $953,753.
5. New Section 29 is added to the Agreement, with the following text:
29. Outsourcing - City is considering outsourcing its workers’ compensation claim administration (the “Outsourcing”). If the City completes the Outsourcing, then Origami is amenable to the City reducing certain licenses and services as specifically set forth in Exhibit K (the “Reduction”); under two conditions: (1) the Reduction is only effective on May 3, 2023, and (2) the City provides 90- days written notice of the Reduction before the effective day of the Reduction.
6. Exhibit C-2, Exhibit J, and Exhibit K are attached hereto and incorporated by reference to the Agreement.
7. Except as expressly modified by this Third Modification, all other terms and conditions of the Agreement shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Third Modification as of the date and year first written above.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
ORIGAMI RISK LLC
ORIGAMI Corporation
#VENDOR
By: _______________________________
Name:
Title:
DocuSign Envelope ID: 35C0BC96-154A-40BC-A077-383DE98420CA George S. Cardona
Interim City Attorney
5/3/2021
5/3/2021
Christopher Bennett
Origami Risk LLC
President, Core Solutions
5/4/2021
Interim City Manager
Lane Dilg
5/11/2021
Denise Anderson-Warren
City Clerk
3 Exhibit C-2
Origami agrees to provide the Services and Software Licenses as described in Statement of Work #20210504 below:
STATEMENT OF WORK #20210504
This Statement of Work (“SOW”) describes services to be performed by Origami Risk LLC (“Origami”) for City of Santa Monica (“Client”). This SOW is subject to all the terms and conditions of the Software License and Subscription Agreement between Client and Origami dated May 4, 2016 and as modified by the Third Modification (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 May 4, 2021 and shall continue for a duration of three 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, certificates of insurance, safety, and risk management portal.
Claims Adjudication Yes Includes additional functionality related to claims adjudication.
Policy Underwriting and
Issuance
No Includes additional functionality related to policy underwriting and issuance.
Governance, Risk &
Compliance (GRC)
No Includes GRC/ERM functionality.
* Origami may also offer other base functionality not included under this SOW.
User Licenses
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 User0 These licenses have access to all the features and capabilities of the Service under the base functionality selected above, including those features utilized for adjusting claims such as check writing, setting reserves and calculating indemnity benefits. These licenses have access to Extended Functionality features to the extent selected below.
DocuSign Envelope ID: 35C0BC96-154A-40BC-A077-383DE98420CA 4 Non-Named-User Access Licenses
License Selected Quantity Description
Enterprise
Wide Record Entry
Yes Up
to 1,000 records added per
year
These licenses are not named licenses and have access only to enter records either by (1) an anonymous collection portal, by clicking an anonymous collection link generated via Origami’s administration features (“Portal Data Entry”) or (2) granting access to a URL sent from the Service as a Data Entry Event email notification, giving time limited access to a single record (“Grant Access”).
Enterprise
Values Collection
No 0 Users These licenses allow representatives in the field to enter data through the Service’s online platform pertaining to information necessary for renewal submissions, such as TIV, Square Footage, COPE information, or other such asset and exposure data.
Extended Functionality Licenses
License Selected Quantity Description
API Access 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
Emails sent per
month
This license provides secure email functionality, which provides password protected hosting for email communications from and to the Service.
OCR Scanning No Not Included This license provides optical character recognition (OCR) functionality for mapping specified data from scanned documents to data fields within the Service.
Certificate of Insurance TrackingNo 0 Insureds This license provides certificate of insurance tracking for third party insureds, such as tenants, vendors, contractors or customers.
SMS Messaging No 0 SMS Messages (over initial
500)
This license provides the ability to send SMS messages as workflow actions within the Service’s administration features. The first 500 messages per year are provided at no additional cost, and this license provides the ability to send more than 500 messages per year.
Two Factor AuthenticationNo 0 2FA Messages (over initial 500)
This license provides the ability to send SMS and/or email messages to users to validate their identity before logging in from a new device and/or once every 30 days from the same device. The first 500 messages per year are provided at no additional cost, and this license provides the ability to send more than 500 messages per year.
Mobile Forms
App
No Not Included Origami’s Mobile Forms App may be used by any named user for no additional license fee, but service hours are required for configuration.
Mobile Claimant
App
No Not Included Origami’s Mobile Claimant App may be used by any named user for no additional license fee, but service hours are required for configuration. Requires a minimum of three (3) Claims Adjusting Users.
Workers’ Compensation SolutionsYes Jurisdictions: CA This license includes the following Origami Compliance solutions (this functionality is only available to Claims Adjusting Users):
Automated EDI FROI/SROI State Reporting
via Mitchell
Indemnity Benefits Rates
Workers’ Compensation State Forms
This license gives access to Origami Risk’s interface with Mitchell for the purpose of state workers’ compensation reporting. Pursuant to this license, Origami will provide its First Reports of InDocuSign Envelope ID: 35C0BC96-154A-40BC-A077-383DE98420CA 5 jury (“FROI”)/Subsequent Reports of Injury (“SROI”) Automation Module within the Origami Risk application to facilitate tracking and reporting of FROI and SROI related data, configured on a per-state basis; and will allow Client to maintain and process claim and transactional data for submission to states via Electronic Data Interchange (“EDI”). Origami’s interface with Mitchell allows for the creation, validation and submission of First Report of Injury submissions. Origami’s interface will receive a file back noting any exceptions, driving adjuster notifications and workflow.
EDI FROI/SROI Reporting via Mitchell is a subscription service.
The subscription includes access to all the capabilities and features of this feature in Origami Risk. Client understands that Mitchell will provide such services pursuant to an agreement between Origami and Mitchell. Origami makes no representations or warranties with respect to Mitchell’s services and in no event shall Origami be responsible or liable for any acts or omissions of Mitchell. If the agreement between Origami and Mitchell is terminated during the term of this SOW, Origami shall provide prompt written notice to Client, and the Mitchell services under this SOW shall be terminated as of such date. Origami's Automated EDI FROI/SROI solution requires the client to utilize Origami’s standard EDI FROI/SROI functionality and layouts, including EDI related claim fields, codes, financial buckets, and financial categories. Origami will only support this feature in an ongoing phase if no modifications to these areas have been made.
The parties hereto agree that the (i) Client will be invoiced directly by Mitchell for usage of the subscription service and the Client shall pay all such invoices per Mitchell’s instructions and (ii) in the event that Mitchell decides to invoice Origami for Client’s usage of such subscription service, then the Client and Origami agree that Origami can pass through such costs to the Client and the Client shall pay Origami the invoiced amounts.
ODG Integration
User
No 0 Users This license provides integration with ODG’s Return to Work guidelines. Only Claims Adjusting Users and Full Users may utilize this feature. This feature queries ODG’s RTW and treatment guidelines based on WC claim diagnosis codes.
Tableau No 0 Users This license allows Origami users to access Tableau within the Origami environment, providing enhanced data visualization. eSignature IntegrationNo 0 Envelopes This license provides the ability to tag mail merge documents with electronic signature fields, authenticating through a thirdparty 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 DocuSign Envelope ID: 35C0BC96-154A-40BC-A077-383DE98420CA 6 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 50,000 claims and incidents. In addition, Origami will provide 150GB of searchable file attachment hosting. Additional hosting is available at any time during the term of this SOW as set forth in the Pricing section below.
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
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:
Intermed MBR
HR Employees
Maintain export routines and schedules required to accommodate exports to third party systems listed below:
Intermed MBR
Express Scripts PBM
Union Bank Positive Pay
CMS
Mitchell EDI
1099 Pro
ISO ClaimSearch
Client will:
Ensure the ongoing performance of import and export responsibilities of each 3 rd party system.
Professional Services
This SOW includes up to 40 hours of Professional Services in the first year, up to 40 hours in the second year, and up to 40 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: 35C0BC96-154A-40BC-A077-383DE98420CA 7 Exhibit J – Budget
The City will compensate Origami for the Services and Software Licenses, at the pricing described below, in an amount not to exceed $362,400. The total compensation paid to Origami pursuant to the Original Agreement, the First Modification, the Second Modification, and this Third Modification shall not exceed $953,753.
PRICING AND INVOICE SCHEDULE
The price for the licenses and services described in Exhibit C-2 are $115,800 for the first year, $115,800 for year two, and $115,800 for year three of the term of the Statement of Work in Exhibit C-2.
Payments will be invoiced and due as follows:
05/04/2021 - $115,800
05/04/2022 - $115,800
05/04/2023 - $115,800
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 FOR OPTIONAL SERVICES:
1. If Client requires additional hosting during the term of this SOW, additional hosting fees will apply as follows:
- Current annual fee for hosting of up to 50,000 Claims / Incidents = $25,000 - Annual fee for hosting of 50,001-100,000 Claims / Incidents = $35,000 - Annual fee for hosting of 100,001-200,000 Claims / Incidents = $50,000 - Current annual hosting fee includes 150GB 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: 35C0BC96-154A-40BC-A077-383DE98420CA 8 4. This includes funding for additional "optional services" that may arise during the term of the agreement (e.g., custom reports, training, travel expenses, additional storage requirements, additional software licenses). All optional services are subject to the fee schedule described below and must be pre-approved in writing by Client.
ADDITIONAL PRICING DETAIL
Year 1 Year 2 Year 3 Total
LICENSE $60,750.50 $60,750.50 $60,750.50 $60,750.50
HOSTING $30,000.00 $30,000.00 $30,000.00 $90,000.00
DATA PROCESSING $21,000.00 $21,000.00 $21,000.00 $63,000.00 ONGOING SUPPORT $9,000.00 $9,000.00 $9,000.00 $27,000.00 DISCOUNTS $-4,950.00 $-4,950.00 $-4,950.00 $-14,850.00
Total $115,800.00 $115,800.00 $115,800.00 $347,400.00
OPTIONAL SERVICES $5,000 $5,000 $5,000 $5,000
Total $120,800.00 $120,800.00 $120,800.00 $362,400.00
NOTE: The parties agree that any discounts to the price for the licenses and services shall first apply to professional services and if any discounts should remain after applying them against the professional services, then they shall be applied to any remaining licenses and services on a proportional basis.
DocuSign Envelope ID: 35C0BC96-154A-40BC-A077-383DE98420CA 9 Exhibit K – LICENSES AND SERVICES ELIGIBLE FOR REDUCTION ON MAY 3, 2023
Subject to the conditions outlined in Section 29, the following services are eligible for a Reduction. # of WC Jurisdictions (if applicable) JURISDICTIONS -1 $-10,000.00 Enterprise-Wide Record Entry LICENSES -1 $-5,000.00
Full User(s) LICENSES -1 $-6,750.00
Pharmacy Bill Review 2-Way Interface > Encrypted Flat File via SFTP
SOURCES -1 $-5,000.00
1099 Data Export – 1099 Pro Format SOURCES -1 $-1,500.00 ISO Claim Search / Fraud Indexing SOURCES -1 $-2,000.00 Positive Pay Export > Encrypted Flat File via SFTP SOURCES -1 $-2,000.00 HR Employee Interface > Encrypted Flat File via SFTP SOURCES -1 $-3,500.00 Medbill 2 way interface > Encrypted Flat File via SFTP SOURCES -1 $-5,000.00 CMS-111 Interface SOURCES -1 $-2,000.00
$-42,750.00
DocuSign Envelope ID: 35C0BC96-154A-40BC-A077-383DE98420CA