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CAG2019-407 - Original - Origami Risk LLC - Risk Management Information System (RMIS) - 09/05/2019
Agreement Routing N T For Approvals,Signatures and Records Management KE M-TN This form combines&replaces the Request for Mayor's Signature and Contract Cover Sheet forms. WASH 1 N c T o N (print on pink or cherry colored paper) Originator: I /', Lt� I Department. Date Sent: `-fit Date Required: K j a` Authorized Director or Designee Date of to Sign: Council I 4/rj t Mayor Approval: Budget S''&'TO 11+ d C4*4#,4 4� Grant? � Yes � N o Account 51o14-SD •��' ,(q�p Number: r Type: N/A Vendor Name: ©Vi 4I* Category: i Vendor Sub-Category G Number: ------- ---------------- — Namee.t 1 s �ttiKQ�f .L.�t v 1K41�tt/Y` f � �5, Project L!D -L2k'a-c d ��t.1 l`7 /�"e'v— U, La w-S c� Details: Y t^ A( w4 t 4 _ e71- 94, ••• 04 CL4 J0 a Agreement Basis for QL r vtu. 1r aAmount: } 5 To bVC Selection of �cG�-tafti- Go .t✓�f Contractor: cm Start Date: a 7 �� Termination Date: �,p i-4- _11q Notice required prior to Yes No Contract Number: i t l y U disclosure? Dote"Pe tySi ttorney: Comments: SEP p 4 L�?,g KENO- + I T �V/ D RECEMY01 Date Routed to the Mayor's O fce. • in Date Routed to the City Clerk's Office: l City of Kent a Date Sent to Originator: Uff Ice of the Mayor 0 a� Visit Documents.WentWA.gov to obtain copies of all agreements Y - 0 Mayor Dana Ralpht w - v : • KEN T W A S H I N G T O N RISK MANAGEMENT Chris Hills, ARM-P, CRM Risk Manager Phone: 253 856-5285 Fax: 253 856-6270 220 Fourth Ave. S. Kent, WA 98032 DATE: August 14, 2019 TO: Operations Committee FROM: Chris Hills, Risk Manager THRU: Natalie Winecka, Interim HR Director SUBJECT: Origami - Risk Management Information System Contract Motion: Recommend Council authorize the Mayor to enter into a three-year agreement with Origami Risk LLC for a cloud-based Risk Management Information System (RMIS), subject to final terms and conditions acceptable to the City Attorney and Risk Manager. SUMMARY: The Risk Management division (RM) of the Human Resources Department is responsible for managing Liability and Worker Compensation risks and claims citywide and for the purchase of all city insurance. RM currently employs a third-party administrator (TPA) to adjudicate these claims. Currently, RM must first request claims data, then aggregate claims data in Excel, to analyze claims trends. This is both time-consuming and can result in data input errors. Further, when Public Records Requests (PRR) related to claims and lawsuits are received, it is necessary to request downloads for data evaluation to properly respond. This process can also be very time-consuming. Origami Risk LLC can provide current dashboards to RM staff, which will increase awareness of claims trends and will also provide performance measures based on prior year performance, as well as other measures to be determined. RM will have a schedule of automatically generated dashboards and reports to Departments. These reports can be tailored to each Department based on specific needs, including comparison of year over year claims trends in Liability and Worker Comp claims frequency and severity. In addition to regular reporting of claims information, RM will have the ability to more easily analyze data and provide additional enhanced reporting to Departments. City of Kent Human Resources Department Natalie Winecka, Interim Director Origami Risk LLC will also retain in an easily accessible format, vital information on all of our insurance programs. This will aid in responding to Public Records Requests and will also ensure proper reporting of claims to insurers and reinsurer as required by insurance contracts. The contract with Origami Risk LLC is for three years. Total cost over three years is $127,570. The payment schedule is as follows: Year 1: $32,385 due at Contract signing, with additional $32,385 due 4 months later. Year 2: $31,400 due on Statement of Work anniversary. Year 3: $31,400 due on subsequent Statement of Work anniversary. EXHIBITS: Software Subscription Agreement, Statement of Work, Pricing Model, Service Level Agreement, Insurance Requirments. BUDGET IMPACT: Cost of this program, as with all costs of risk, will be allocated down to the Department/Division level within the Liability Insurance fund and the Worker Compensation fund (50/50). STRATEGIC PLAN GOAL(S): -I Sustainable Services-Providing quality services through responsible financial management, economic growth, and partnerships. Innovative Government-Delivering outstanding customer service, developing leaders, and fostering innovation I ORIGAMI RISK CONFIDENTIAL j I SOFTWARE SUBSCRIPTION AGREEMENT n This SOFTWARE SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of �q 2019 (the "Effective Date") by and between ORIGAMI RISK LLC, a Delaware limited liability company `Origami"), and City of Kent, Washington ("Client"). Origami and Client hereby agree as follows: I. DEFINITIONS. parties pursuant to this Agreement from time to time. The "Affiliate"means,with respect to a party,its parent initial Statement of Work is attached hereto as Exhibit A, company and subsidiaries and/or controlled corporations or and the pricing detail with respect to such Statement of entities which are directly or indirectly controlled by, or Work is attached hereto as Exhibit B. under common control with, such party. "User" means any employee, contractor, agent, "Client Data"means the data provided or inputted customer, investor, consultant or service provider of Client by or on behalf of Client or any User or Affiliate of Client or any of Client's Affiliates who uses or accesses the for use with the Service. Service or any other person or entity that is provided user credentials to the Service by or on behalf of Client or any of "Client Party" means Client and each of its Client's Affiliates. Affiliates and Users. "Work Product" means Customizations and any "Confidential Information" means all software, programming, tools, documentation, and confidential and proprietary information of a party, materials that are used, created, developed, or delivered by including, without limitation, business plans, strategies, Origami to Client in connection with Customizations, and products, software, source code, object code, clients, data all Intellectual Property Rights subsumed therein. models, discoveries, inventions, developments, know-how, 2. SERVICE. improvements, works of authorship, concepts, or expressions thereof, whether or not subject to patents, (a) Service. Subject to the terms and copyright, trademark, trade secret protection or other conditions of this Agreement, during the term of this intellectual property right protection. Agreement, Origami hereby grants Client a non-exclusive "Customizations" means specifically modified right to permit its Users to access the Service via the reports, dashboard panels, or other configurations, features Internet. Client,its Affiliates and Users may use the Service or modules of the Service customized for Client. solely for internal business of Client, its Affiliates and Users. Users shall use the Service in accordance with this "Documentation" means all user guides, videos, Agreement and the applicable Statement of Work and embedded help text,and other reference materials generally Documentation. furnished with respect to the Service, whether in printed or (b) Storage. Client may store Client Data electronic format. through the Service up to the amount set forth in the "Fees" means the fees payable pursuant to this applicable Statement of Work.If the amount of storage used Agreement as set forth in any Statement of Work. exceeds this limit, Client will be charged, on a monthly "Intellectual Property Rights" means worldwide basis, the excess storage fees pursuant to the Statement of intellectual and proprietary property owned or properly Work. licensed by a party and all intellectual or proprietary (c) Service Level Agreement. Origami's property rights subsumed therein, including copyright, Service Level Agreement with respect to the Service is set patent, trademark (including goodwill), trade dress, trade forth as Exhibit C (the "Service Level Agreement"). Any secret and know-how rights. Excluded Event (as defined in such Service Level "Professional Services" means professional Agreement) and any unavailability of the Service that does services provided by Origami to Client as set forth in any not constitute a failure of the Availability Requirement set Statement of Work. 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 (d) Restrictions. Nothing in this Agreement via https:fllive.OrigamiRisk.com or another designated web shall be construed as a grant to Client of any right to, and site or IP address or mobile application, rendered to Client Client shall not, and shall not permit any User or any other by Origami. third party to: (1) reproduce, license, sublicense, sell,resell, "Statement of Work" means any statement of transfer, assign, distribute or otherwise commercially work entered into and mutually approved in writing by the exploit or make available to any third party the Service or i ORIGAMI RISK CONFIDENTIAL any portion thereof; (ii) distribute, disclose or allow use of with the terms of this Agreement or any uncured User any of the Service, or any portion thereof, in any format, noncompliance shall constitute a material breach of this through any timesharing service,service bureau,network or Agreement by Client. by any other means,to or by any third party;(iii)decompile, (f) Third Party Access. Client shall also have disassemble, or otherwise reverse engineer or attempt to the right for Client and its Affiliates to permit third party reconstruct or discover any source code or underlying ideas Users to access or use the Service in accordance with the or algorithms of the Service in any manner; (iv) create terms and conditions of this Agreement and the applicable derivative works from,modify or alter any of the Service in Statement of Work,provided that each such third party User any manner whatsoever; (v) use or access the Service in a has agreed in writing to Origami's Third Party User manner that would reasonably be expected to damage, Agreement ("Third Party Terms") prior to or upon such disable, overburden, or impair any Origami servers or the User's initial login to the Service. Such Third Party`terms networks connected to any Origami server (and if any are available from Origami upon request. Client may meet access or use of the Service does damage, disable, this requirement with respect to any third party User by overburden, or impair any Origami servers or the networks requiring such third party User to accept the Third Party connected to any Origami server,then Client shall promptly Terms as part of a click-through that can be enabled to discontinue such access or use upon written notice of such appear upon such third party User's initial login to the by Origami); (vi) take any action that would reasonably be Service. Any rights granted hereunder or under the Third expected to interfere with any third party's use and Party"Terms with respect to the Service to third party Users enjoyment of the Service (and if any Client action does shall expire or terminate immediately upon the termination interfere with any third party's use and enjoyment of the of this Agreement in accordance with its terms. Client shall Service, then Client shall promptly discontinue such action be fully responsible for(i)ensuring the compliance of each upon written notice of such by Origami); (vii) attempt to Client Party with the terms and conditions of this gain unauthorized access to the Service,accounts,computer Agreement, the applicable Statement of Work and systems, or networks connected to any Origami server; Documentation, and the applicable Third Party User (viii) use any robot, spider or other automatic device or Agreement,and(ii)all violations of the terms or conditions manual process to monitor or copy portions of the Service; of this Agreement, the applicable Statement of Work and (ix)use the Service in a manner intended to abuse or violate Documentation, and the applicable Third Party Terms by the privacy or property rights of others; (x) perform any each Client Party. vulnerability scanning or penetration testing on the Service or Origami's systems or networks without Origami's (g) Professional Services. During the term of explicit prior written consent for each such scan or test; or this Agreement, Origami will make available to Client (xi) access the Service in order to (A) build a competitive certain Professional Services to the extent set forth in the product or service, or (B) build a product using similar Statement of Work. Client may also contract for expanded unique and confidential ideas, features, functions or services for additional days and hours in accordance with graphics of the Service. the rates set forth in the Statement of Work, or if no such (e) Users. Client may permit the number of rates are specified, Origami's then-current policies and authorized Users as set forth in the Statement of Work to prices. Notwithstanding the foregoing, Origami will not be obligated to provide any support required as a result of, or use the Service. Each authorized User shall access and use with respect to, (i) Client's operating systems, networks, the Service (i) in accordance with the terms of this hardware, or other related equipment of Client, or ii Agreement and the applicable Statement of Work and ( ) Client's or any of its Users' use of the Service other than in Documentation,and,(ii)when applicable,through a unique accordance with the applicable Statement of Wank and and reasonably secure username and password as further Documentation and as permitted under this Agreement. described in the applicable Statement of Work or Documentation.The Service allows Client to grant different (h) Client Obligations. Client shall: (1) levels of access to Client Data, to different Users, as provide Origami with reasonable access to Client's described in more detail in the Statement of Work. It is premises to the extent necessary to enable Origami to Client's responsibility to designate the applicable access to perform its obligations hereunder; (ii) provide adequate be granted to each User. Client shall cause all Users to resources to participate in or facilitate the performance of comply with all obligations of Client hereunder, to the the Service; (iii) timely participate in meetings relating to extent applicable to Users. Except for Client's and its the Service; (iv)assign personnel with relevant training and Affiliates' system administrators where reasonably experience to work in consultation with Origami; (v) meet necessary for administrative or security purposes, no User the requirements to use the Service as set forth at may use the username/user identification or password of http://wNvw.origamirisk.com/product-requirements, (vi) any other User. Client's failure to cause a User to comply safeguard the usernames,passwords and other security data, ORIGAMI RISK CONFIDENTIAL methods and devices furnished to Client in connection with Client chooses to use such application,Client acknowledges the Service and prevent unauthorized access to or use of the and agrees that Client Data may be stored locally on a Service and promptly notify Origami if it becomes aware of mobile device as part of such service and that the physical any such unauthorized access or that the security of its security of any mobile device used to access such services usernames or passwords has been compromised; (vii) be is Client's responsibility. If Client or any User elects to store responsible for Client networks, equipment and system data on a mobile device, Origami shall not be responsible security required or appropriate in connection with the for any loss of Client Data or any other data on such device. Service; (viii) have sole responsibility for the accuracy, quality, legality,reliability and appropriateness of all Client 3. INTELLECTUAL PROPERTY Data; (ix) transmit Client Data only in an encrypted format RIGHTS. as set forth in the Service Level Agreement or as otherwise (a) Origami Intellectual Property Rights.As mutually agreed by the parties; (x) obtain all consents and between Origami and Client, Origami owns all right, title authorizations from any third parties that Client requires in and interest, including all related Intellectual Property order for Origami to provide the Service and perform the Rights in and to,or related to the Service and Work Product, Professional Services,and(xi)take such other actions as are including all software programs contained therein. To the required of Client pursuant to this Agreement,including any extent that any such Intellectual Property Rights do not Statement of Work. otherwise vest in Origami or its licensors, Client hereby (1) Client Warranty. The parties agrees to promptly assign such Intellectual Property Rights acknowledge and agree that during the term of this to Origami or its licensors, and to do all other acts Agreement a Client Party or other third parties may disclose reasonably necessary to perfect Origami's or its licensors' certain Client Data, including personally identifiable data ownership thereof, without additional consideration of any regarding employees or other individuals,to Origami for the kind.The Origami name,the Origami logos,and the product benefit of a Client Party. With respect to any Client Data so names associated with the Service are trademarks of disclosed by, or on behalf of, a Client Party to Origami, Origami or third parties, and no right or license is granted Client represents and warrants to Origami that:(i)each such with respect to their use. The Service may contain Client Party, and such other third parties operating on intellectual property belonging to third parties. All such Client's behalf are authorized to collect, use and disclose intellectual property is and shall remain the property of its the Client Data to Origami for use and storage pursuant to respective owners. Except for the limited rights expressly this Agreement;(ii)such disclosure,use or storage does not granted herein, all right, title and interest in and to the and shall not violate applicable law or, if applicable, such Service and Work Product are reserved by Origami, and, Client Party's agreements with or privacy notices to except as expressly granted herein,nothing contained in this individuals with respect to whom the Client Data relates; Agreement shall be construed as conferring any right,title, and (iii) Client shall not request Origami to use, store, interest or license with respect to the Service or Work disclose or otherwise process Client Data in any manner that Product upon Client, by implication,estoppel or otherwise. would not be permissible under applicable law or, if In addition, Client agrees and acknowledges that Origami applicable, such Client Party's agreements with or privacy shall have an unlimited right to incorporate into any notices to individuals with respect to whom the Client Data updates, upgrades, or modifications to the Service all relates, if done by Client. suggestions, ideas, enhancement requests, feedback, 6) Non-Origami Events. Client recommendations or other information provided by Client acknowledges and agrees that Origami shall not be or any User relating to the Service. Such Service, as responsible or liable for any delay or failure in its updated,upgraded,or modified,shall be owned by Origami performance of any duties or obligations pursuant to this as provided in this Section. Client expressly acknowledges A and agrees that the Work Product shall not constitute work Agreement, including any Statement of Work, to the extent made-for-hire under the United States Copyright Act, and such delays or failures result or arise from any (1) act or omission of any Client Party, including any delays in their that Origami shall have the exclusive right to protect the performance or cooperation-with respect to the obligations Work Product by patent, copyright, or any other means. Work Product shall. be made available to Client as part of or warranties set forth in this Agreement or any Statement the Service to the extent set forth in the Statement of Work, of Work; (2) failure of any Client Party's equipment or and Client shall have no other right to use any Work software (other than the Service); or (3) Force Majeure product. Nothing in this Section shall affect the ownership Event. by Client of all Client Data as provided below or other (k) Mobile Service. The Service may include Client proprietary information. certain services that are available via an application downloaded and installed on a mobile device. To the extent 3 ORIGAMI Risk CONFID ,NTTr.at. (b) Client Data. Client Data shall be based upon Origami's income. All such taxes may be Confidential Information of Client under this Agreement. included in amounts invoiced by Origami to Client. As between Origami and Client, Client shall own all right, title and interest in and to the Client Data,which shall never (d) Payments. All Fees under this Agreement be deemed to be the Service or Work Product, even if shall be payable by Client in accordance with the applicable delivered or incorporated therewith. Origami shall have no Statement of Work or as otherwise agreed by the parties. responsibility, whatsoever, for the accuracy, quality, Fees shall be due within 30 days of invoice date. Except as legality, reliability, appropriateness, and intellectual provided in Sections 7(b)and 9(a), all Fees paid hereunder property ownership of Client Data, and Origami shall not are non-refundable. review, monitor or check the Client Data except as 5. CONFIDENTIALTI'Y. necessary to provide the Service to Client.Origami shall not be responsible or liable for the deletion,destruction,damage (a) Confidential Information. Each party or loss of any Client Data through no fault of Origami or its acknowledges and agrees that during the term of this providers without limiting Origami's liability to maintain Agreement it may be furnished with or otherwise have backup data as set forth in the Service Level Agreement. access to Confidential Information of the other party. The Upon Client's written request within 30 days following the party that has received Confidential Information (the termination of this Agreement, Origami will at its expense "Receiving Party"), in fulfilling its obligations under this provide electronic files to Client in delimited text format Section, shall exercise the same degree of care and containing Client's Client Data. Subject to Origami's protection with respect to the Confidential Information of confidentiality obligations set forth in this Agreement, the party that has disclosed Confidential Information to the Client agrees that Origami shall have the right to collect and Receiving Party (the "Disclosing Party") that it exercises use data or information resulting from a Client Party's use with respect to its own Confidential Information, but in no of the Service so long as such data and information is de- event shall the Receiving Party exercise less than a identified and aggregated so that it cannot identify,be traced reasonable standard of care. The Receiving Party shall only back to or otherwise be associated in any manner with use, access and disclose Confidential Information as Client or any particular individual. necessary to fulfill its obligations under this Agreement, including any Statement of Work,or in exercise of its rights (c) Notices of Infringement. In the event expressly granted hereunder. Receiving Party shall not Client discovers or is notified of an actual or suspected directly or indirectly disclose, sell, copy, distribute, infringement of the rights of Origami or its licensors in or republish, create derivative works from, demonstrate or to the Service or any unauthorized access to or use of the allow any third party to have access to any of Disclosing Service (each, an "Infringement"), Client shall promptly Party's Confidential Information; provided that the notify Origami of such known or suspected Infringement Receiving Party may disclose the Disclosing Party's and terminate such Infringement to the extent within Confidential Information to its directors, officers, Client's control. Client agrees to reasonably cooperate with employees, subcontractors, agents, Affiliates or other and assist Origami (at Origami's sole expense) in representatives (collectively, the "Representatives") who protecting, enforcing and defending Origami's rights in and have a need to know and who are bound by confidentiality to the Service. obligations with respect to such Confidential Information 4. FINANCIAL TERMS. that are substantially similar to those set forth in this Section. The Receiving Party shall be responsible and liable (a) Fees. Client shall pay to Origami the Fees for any breach of this Section by any of its Representatives. set forth in any Statement of Work or as otherwise agreed This Agreement (including all Statements of Work and in writing by the parties. pricing thereunder)and all Intellectual Property Rights with (b) Expenses. Client shall reimburse Origami respect to the Service and Work Product shall be deemed to for all pre-authorized in writing, reasonable, documented be Confidential Information of Origami under this Agreement. out of pocket travel, lodging, meal and other expenses reasonably incurred by Origami in the course of performing (b) Exclusions. The following information the Service. shall not be considered Confidential Information subject to (c) Taxes. Client shall be liable for any taxes this Section: (1) information that is publicly available or (including without limitation sales, use, excise and gross later becomes available other than through a breach of this receipts taxes), charges, tariffs, and duties and any interest Agreement; (ii) information that is known to the Receiving and penalties arising under this Agreement,excluding taxes Party or its Representatives prior to such disclosure or is independently developed by the Receiving Party or its Representatives subsequent to such disclosure; or (iii) 4 ORIGAMI RISK CONFIDENTIAL information that is subsequently lawfully obtained by the Data that was accessed to the extent available at the time of Receiving Party or its Representatives from a third party the notice.Origami will provide regular updates to Client as without obligations of confidentiality. If the Receiving additional details about the nature of the affected Client Party is required by law to disclose any portion of the Data become available. Origami agrees to mitigate, to the Disclosing Party's Confidential Information, Receiving extent practicable, any harmful effects from such breach Party shall give prior timely notice of such disclosure to that are or become known to Origami. Disclosing Party to permit Disclosing Party to seek a protective or similar order, and, absent the entry of such an 7. TERM AND TERMINATION. order,Receiving Party shall disclose only such Confidential (a) Term.This Agreement shall commence on Information as is necessary be disclosed in response to such the Effective Date and remain in effect for three years, subpoena,court order or other similar document. unless terminated sooner in accordance with this Section. (c) Return of Confidential Information. This Agreement may be extended upon the mutual Upon termination or expiration of this Agreement, the agreement of the parties. Receiving Party will promptly return or destroy any (b) Termination. This Agreement may be Confidential Information in the possession or control of the terminated by either party upon written notice to the other Receiving Party. Origami's obligation to return and destroy party if the other party breaches any material term and fails Client Data is set forth in Section 3(b). to cure such breach within 30 days after receipt of written 6. DATA SECURITY. notice of such breach. If Client terminates the Agreement for Origami's breach in accordance with this Section, (a) Audit Report. Upon Client's written Origami shall refund to Client, within 45 days of the request to Origami during the term of this Agreement (no effective date of such termination,any prepaid but unearned more than once in any 12-month period), Origami shall Fees paid to Origami in advance by Client. provide a copy of its Service Organization Control(SOC)2 audit. report (or an equivalent audit report or pursuant to a (c) Termination for Non-Appropriation of successor standard) ("SOC 2 Report")to Client, and such Funds. If sufficient appropriations and authorizations are report shall contain an unqualified opinion. Such audit not made available to Client, this Agreement may be report shall be deemed Confidential Information under the terminated at the end of Client's then current fiscal year terms of this Agreement. upon written notice given by Client to Origami. Such event shall not constitute an event of default. All payment (b) Safeguards. Origami shall maintain obligations of Client and all of its interest in this Agreement commercially reasonable administrative, technical and will cease upon the date of termination. In the event of physical safeguards designed to protect the security and termination under this section,Client shall pay Origami for privacy of Client Data. Such safeguards are described in all timely completed and conforming work done to the date Origami's most recently completed SOC 2 Report. In no of termination. event during the term of this Agreement will Origami materially diminish the protections provided by the controls (d) Events Upon Termination. Upon the set forth in such SOC 2 Report. Such safeguards shall termination of this Agreement: (i) Origami shall cease comply with data privacy laws that are applicable to providing the Service to Client, and Client and its Users Origami in its performance of this Agreement, including, shall cease use of the Service;and(ii)Origami shall invoice without limitation, any applicable data privacy laws Client for all accrued Fees and all reimbursable expenses. addressing personally identifiable information that may be Client shall pay the invoiced amounts, including from contained in the Client Data.Origami shall also maintain an previously issued invoices, within 30 days of the date of internal information security management program that such invoice. addresses data security and the security controls employed by Origami in compliance with this Agreement. Origami (e) Survival. Except as otherwise set forth shall encrypt Client Data as set forth in the Service Level herein,in the event of termination of this Agreement for any Agreement. reason,the provisions of Sections 2(i), 20), 3, 5, 7(c),7(d), 8(c), and 9 through 13, as well as all payment obligations, (c) Notification. Origami shall inform Client shall survive. promptly and without undue delay in the event that it learns g, LIMITED WARRANTY. of any breach of Origami's systems resulting in unauthorized disclosure of, or access to, any Client Data. (a) Service Warranty. Origami warrants that Any such notice will provide a description about the Client the Service will perform in all material respects in 5 ORIGAMI RISK CONFIDENTIAI. accordance with the Documentation when used in USED BY CLIENT IN THE COURSE OF EXERCISING accordance with the terms of this Agreement on the ITS PROFESSIONAL JUDGMENT. THE SERVICE hardware and with the third-party software specified by MAY BE SUBJECT TO LIMITATIONS, DELAYS,AND Origami from time to time. Client's sole remedy for any OTHER PROBLEMS INHERENT IN THE USE OF THE breach by Origami of the warranty provided in this Section INTERNET AND ELECTRONIC COMMUNICATIONS. shall be replacement of the nonconforming Service, at ORIGAMI IS NOT RESPONSIBLE FOR ANY DELAYS, Origami's sole expense, as described herein. Origami shall DELIVERY FAILURES, OR OTHER DAMAGE deliver to Client replacement Service,a work-around and/or RESULTING FROM SUCH PROBLEMS OUTSIDE OF an error/bug fix as may be necessary to correct the ITS REASONABLE CONTROL. NO ORIGAMI AGENT nonconformity. In the event that Client gives Origami OR EMPLOYEE IS AUTHORIZED TO MAKE ANY notice of an apparent nonconformity that Origami EXPANSION, MODIFICATION OR ADDITION TO reasonably determines is not due to any fault or failure of THIS LIMITATION AND EXCLUSION OF the Service to conform to the warranty provided herein, all WARRANTIES IN THIS AGREEMENT. time spent by Origami resulting in such determination., (iii) Origami shall not be responsible including time spent attempting to correct the problem,shall for: (A) any non-conformities of the Service with be charged against Client's client service hours,or,if client Documentation, omissions, delays, inaccuracies or any service hours have been exhausted, charged to Client at other failure caused by a Client Party's computer systems, Origami's then current hourly rate for such services. hardware or software(other than the Service), including by (b) Professional Services Warranty.Origami interfaces with such third party software, or any represents and warrants that the Professional Services shall inaccuracies that such systems may cause within the be performed in a professional and commercially Service;or(B)any data that Origami receives from a Client reasonable manner consistent with the standard of care Party or third party sources and including the data's exercised. by Origami in performing similar services for accuracy or completeness, or Client's claim handling or other clients. Client's sole remedy for breach of this other decisions. Origami disclaims any liability for warranty shall be re-performance of the nonconforming interception of any such data or communications,including Professional Services, provided that Origami must have of encrypted data. Client agrees that Origami shall have no received written notice of the nonconformity from Client no responsibility or liability for any damages arising in later than 30 days after the original performance of the connection with access to or use of the Service by any Client applicable Professional Services by Origami. Party to the extent such access or use is not authorized by (c) Disclaimers. this Agreement. G) EXCEPT AS OTHERWISE 9. INDEMNIFICATION BY ORIGAMI. EXPRESSLY STATED IN THIS AGREEMENT, (a) Indemnification. Origami agrees to ORIGAMI MAKES NO WARRANTY OR indemnify, defend, settle, or pay any third party claim or REPRESENTATION WHATSOEVER, EITHER action against a Client Party for infringement of any U.S. EXPRESS, IMPLIED OR STATUTORY, WITH patent or copyright arising from Client's use of the Service RESPECT TO THE SERVICE, WORK PRODUCT, in accordance with this Agreement. If the Service or any PROFESSIONAL SERVICES, OR ANY OTHER part of the Service is held to infringe and the use thereof is SERVICES PROVIDED HEREUNDER OR THE USE enjoined or restrained or, if as a result of a settlement or THEREOF BY CLIENT AND ITS USERS, INCLUDING compromise, such use is materially adversely restricted, QUALITY, PERFORMANCE, MERCHANTABILITY' Origami shall, at its own expense and as Client's sole FITNESS FOR A PARTICULAR PURPOSE OR NON- remedy therefor (other than the indemnification obligation INFRINGEMENT, AND ORIGAMI HEREBY set forth above), either: (i) procure for Client the right to DISCLAIMS THE SAME. EXCEPT AS OTHERWISE continue to use the Service; or (ii) modify the Service to SET FORTH IN "PHIS AGREEMENT, ORIGAMI AND make it non-infringing, provided that such modification ITS LICENSORS DO NOT REPRESENT OR WARRANT does not materially adversely affect Client's authorized use THAT: (a) THE USE OF THE SERVICE WILL BE of the Service;or(iii)replace the Service with a functionally UNINTERRUPTED OR ERROR-FREE; OR (b) THE equivalent non-infringing program at no additional charge SERVICE WILL MEET CLIENT'S REQUIREMENTS equivalent Client; or (iv) if none of the foregoing alternatives is OR EXPECTATIONS; OR {c) ALL ERRORS OR reasonably available to Origami, terminate this Agreement DEFECTS IN THE SERVICE WILL BE CORRECTED. and refund to Client any prepaid but unearned Fees paid to (ii) CLIENT ACKNOWLEDGES Origami in advance by Client prior to the effective date of AND AGREES THAT THE SERVICE IS A TOOL TO BE the termination. 6 ORIGAMI RISK CONFIDENTIAL (b) Exclusions. Origami's indemnification Services will not exceed the greater of (i) two times the obligations under Section 9(a) shall not apply to the extent payments actually made to Origami hereunder during the 12 the claim is based on:(i)modifications to the Service or any months preceding the date on which any claim is made component thereof made by anyone other than Origami or against Origami and (ii) $100,000. In no event will either on behalf of Origami;(ii)use of any Service in combination Party be liable for special, indirect, incidental, exemplary, with a product not supplied by Origami; or(ill) use of any punitive or consequential damages, however caused, Service other than in accordance with this Agreement and whether for breach of warranty, breach of contract, the Documentation. negligence, strict liability, tort or any other legal theory, (c) Conduct. Origami shall have the sole right even if advised of the possibility of such damages. to conduct the defense of any such infringement claim or 13. EXPORT CONTROL. action and all negotiations for its settlement or compromise, and to settle or compromise any such claim. Client agrees (a) Export. Client shall not export the Service to cooperate and ensure that each Client Party cooperates or any Work Product in violation of applicable United with Origami in doing so. Client agrees to give Origami States laws and regulations. Client also agrees that it will prompt written notice, in no case longer than within seven not knowingly export, directly or indirectly, the Service or days of receipt or discovery, of any threat, warning, or any Work Product(1)that it knows will directly assist in the notice of any such claim or action, with copies of any and design, development, production, stockpiling or use of all documents each Client Party may receive relating missiles,nuclear weapons or chemical/biological weapons; thereto. (ii) to any entity on the Department of Commerce Entity 10. INDEMNIFICATION BY CLIENT. List or any person or entity on the Department of Commerce Denied Persons List, each currently available at Client agrees to indemnify, defend and hold harmless htt :I1www bis doc, oar; or (iii) to any country subject to Origami, its Affiliates, and all their officers, directors, sanctions administered by the Department of the Treasury's members, managers, shareholders, employees and other Office of Foreign Assets Control or to any person or entity agents for and against any damage, cost, liability, expense, on the lists of prohibited entities and persons maintained by claim, suit, action or other proceeding, to the extent based such office, currently available at on or arising in connection with: (a) any breach of this http:�/www, streas.�;ovlc�fac Agreement by a Client Party in connection with Client Data; (b) a Client Party's violation of any Federal, state or local (b) Disclaimer. Origami makes no law, rule or regulation relating to such Client Party's representation that the Service is appropriate or available for collection and use of any Client Data; (c)a claim,which, if use in other locations. 1f Client uses the Service from true, would constitute a breach of Client's representations outside the United States of America, Canada and/or the and warranties under this Agreement. European Union,Client is solely responsible for compliance 11. INSURANCE with all applicable laws, including export and import regulations of other countries. Any diversion of the Service Origami shall procure and maintain for the duration of the contrary to applicable law is prohibited. Agreement, insurance of the types and in the amounts 14. GENERAL. described in Exhibit D attached and incorporated by this reference. (a) Notices. Any notice, request, demand or 12. LIMITATION OF LIABILITY. other communication (each, a "Notice") given pursuant to this Agreement must be in writing and delivered to the other (a) Disclaimer of Damages. Origami's party by either personal delivery, Certified Mail (return warranty excludes damage related to: (a) failure to follow receipt requested and postage prepaid), nationally Service use instructions; (b) Service used with products not recognized overnight courier (with all fees prepaid) or e- manufactured or recommended by Origami; (c) abuse, mail at the address of such party listed on the signature page misuse, intentional,or deliberate damage to the Service;(d) to this Agreement. Notices sent via e-mail will be deemed force majeure; or (e) Service repaired or modified by delivered upon the recipient's confirmation of receipt. A persons other than Origami without Origami's written party may change its address by giving Notice pursuant to permission. this Section. (b) Limitation of Liability. Origami's (b) Assignment. Neither party shall have the cumulative liability to any Party for any loss or damage right to assign, transfer, or sublicense any obligations or resulting from any claim, demand, or action arising out of benefit under this Agreement without the prior written or relating to any Origami Service or the Professional consent of the other party; provided, however, that no written consent shall be required to assign or transfer this 7 ORIGAMI RISK CONFIDENTIAL Agreement to any parent or wholly owned subsidiary of a Agreement shall otherwise remain in. full force and effect party, and further provided that Origami may assign or and enforceable. transfer this Agreement without Client's prior written (h) Resolution of Disputes and Governing consent to a successor by way of a merger,acquisition,sale, Law. This Agreement shall be governed by and construed transfer or other disposition of all or substantially all of its in accordance with the laws of the State of Washington. If assets. Except as otherwise provided herein,this Agreement the parties are unable to settle any dispute, difference or shall be binding on and inure to the benefit of the respective claim arising from the parties' performance of this successors and permitted assigns of the parties. Agreement, the exclusive means of resolving that dispute, (c) Third Party Beneficiaries. This difference or claim, shall only be by filing suit exclusively Agreement does not and is not intended to confer any rights under the venue, rules and jurisdiction of the King County or remedies upon any party other than the parties to this Superior Court, King County, Washington, unless the Agreement. parties agree in writing to an alternative dispute resolution (d) Publicity. Without prior written approval process. In any claim, or lawsuit for damages arising from signed by an authorized representative of the other party, the parties'performance of this Agreement,each party shall neither party shall, directly or indirectly, make any public pay all its legal costs and attorneys fees incurred in announcement related to this Agreement or the Service. defending or bringing such claim or lawsuit, including all Notwithstanding the foregoing, Origami may disclose the appeals,in addition to any other recovery or award provided fact that Client has procured a license for the Service; by law; provided, however, nothing in this paragraph shall provided that Origami will not state or imply that Client be construed to limit the parties' right to indemnification endorses or recommends the Service without the written under Section 10 of this Agreement. permission of Client. (i) Farce Majeure. Neither party shall have (e) Entire Agreement; Amendments. This any liability for any failure or delay in performance of its Agreement (including all exhibits, appendices, schedules obligations under this Agreement (except for payment.) and attachments hereto) constitutes the final. agreement because of circumstances beyond its reasonable control, between the parties.All prior and contemporaneous oral and including without limitation, acts of God, fires, floods, written communications, negotiations and agreements earthquakes, wars, civil disturbances, terrorism, sabotage, between the parties on the matters contained in this accidents, unusually severe weather, labor disputes, Agreement, including, without limitation, any governmental actions, power failures, viruses that are not nondisclosure or confidentiality agreements entered into preventable through generally available retail products, between the parties prior to the date of this Agreement, are inability to obtain labor,material or equipment,catastrophic expressly merged into and superseded by this Agreement. hardware failures, usage spikes, attacks on. servers, or any No terms or conditions contained in any purchase order inability to transmit or receive information over the Internet shall amend this Agreement or shall otherwise constitute an (each, a "Farce Majeure Event"), nor shall any such agreement between the parties. The parties may amend this failure or delay give any party the right to terminate this Agreement only by a written agreement of the parties that Agreement. identifies itself as an amendment to this Agreement. 6) Certain Remedies. Each party acknowledges and agrees that (i) it would be extremely (f) Waivers. The parties may waive any difficult, if not impossible, to calculate the actual damages provision in this Agreement only by a writing executed by in the event of Origami's breach of Section 3(b)or 5 of this the party against whom.the waiver is sought to be enforced. Agreement or Client's breach of Section 2, 3 or 5 of this No failure or delay in exercising any right or remedy, or in Agreement; and (ii) breach of any such provision of this requiring the satisfaction of any condition, under this Agreement would result in ongoing damages to the non- Agreement, and no act, omission or course of dealing breaching party that could not be adequately compensated between the parties, operates as a waiver or estoppel of any by monetary damages. Accordingly, each party agrees that right,remedy or condition.A waiver once given is not to be in the event of any actual or threatened breach of any such construed as a waiver on any future occasion or against any provision of this Agreement, the non-breaching party shall other person. be entitled, in addition to all other rights and remedies (g) Severabiiity. In the event that any existing in its favor at law, in equity or otherwise, to seek provision of this Agreement shall be determined to be injunctive or other equitable relief (including without illegal or unenforceable, such provision shall be limited or limitation a temporary restraining order, a preliminary eliminated to the minimum extent necessary so that this injunction and a final injunction) against the other party to prevent any actual or threatened breach of any such 8 ORIGAMj RISK CONFIDENTIAL provision and to enforce this Agreement specifically, without the necessity of posting a bond or other security or of proving actual damages. (k) Counterparts. This Agreement and each Statement of Work may be executed in counterparts, each of which will be deemed an original but all of which together shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature page to this Agreement or any Statement of Work by PDF or other electronic means shall be as effective as delivery of a manually executed counterpart of this Agreement or such Statement of Work. 9 ORIGAMI RISK CONFIDENTIAL IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. ORIGAMI RISK LLC CITY OF KENT,WASHINGTO:N B B Y _._-------___ Name: Earne Bentley Name: (Pant Name) (Print Name) Title: Executive Director Title: Address: 222 N. LaSalle St. Address: Suite 2125 Chicago, IL 60601 Email: legal@origamirisk.com Email: ORIGAMI RISK CONFIDENTIAL EXHIBIT A STATEMENT OF WORK This Statement of Work("SOW")describes services to be performed by Origami Risk LLC("Origami")for the City of Kent("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 Exhibit A. PROJECT SCOPE Provide and implement Origami's Risk Management Information System(RMIS)(the"Service")to Client's Risk Management team to help ensure accurate and consistent tracking and reporting of Client's claims,policies, locations and exposures. Project Priorities: The immediate priorities focus on the following areas: {i}Convert and load dag from TPAs Origami will convert the Client's TPA data and import into the Service. This process requires the receipt of timely and accurate data from the TPA vendors,and requires collaboration between Origami and Client to evaluate and resolve data anomalies uncovered throughout the conversion process. (,ii) porting and Dashboards Origami will work with Client to configure and deploy the standard reporting and dashboard features of the Service to empower Client's professionals at locations throughout the hierarchy to view/receive reports and dashboards. Origami and Client will collaborate on the reports and dashboard layouts using standard widgets and reports. 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. Client will have final responsibility for decisions regarding the functionality,usability and data access rights of any configurations(such as forms,dashboards and interfaces)contemplated by the Implementation or Support sections in this SOW or otherwise created by or for Client or Client's users in the Service. Page i ORIGAMI RISK CONFIDENTIAL LICENSES SIT.. License Selected I)escl illtiult RMIS Yes This Enterprise License includes functionality related to risk management,including incidents,claims,insurance policy management,locations,certificates of insurance,safety, and risk management portal. Enterprise Risk Management No This Enterprise License includes rRM functionality. (ERM) *Origami also offers other EnteD2rise Licenses e.g.,Commercial Claims and Commercial Underwriting)that are not included under this SOW, User Licenses License Quantify Desriptitltt Full User 3 These licenses have access to all the capabilities and features ofthe Service under the selected Enterprise License,except those features utilized for adjusting claims such as check writing,setting reserves and calculating indemnity benefits. 'These Iicenses have access to Extended Functionality features to the extent selected below. l Light User f) 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 Enterprise License. Light Users do not have access to Administration features or Extended Functionality features. Claims Adjusting 0 "These licenses have access to all the features and capabilities of the Service under the selected Enterprise User License,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. 1 Nona-Named User Access Licenses License Selected Ua-II Description Enterprise Wide No Up to 0 rvEgrds 'These licenses are not named licenses and have access only to enter records either by Record Entry added per year (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 URI,sent from Origami Risk as a Data Entry Event email notification, giving time limited access to a single record "Grant Access"). Enterprise Values No 0 Users These licenses allow representatives in the field to enter data through the Service's Collection l online platform pertaining to information necessary for renewal submissions,such as TIV,S uare Footage,COPE information,or other such asset and ex osure data. Eaendc(! Functionality Licenses License Selected Quanti Description Secure Email No Up to 0 Secure This license provides secure email functionality,which provides password protected Emaits sent per hosting for email communications from and to the Service. month OCR Scanning No Not Included This license provides optical character recognition(OCR)functionality for the purpose of mapping specified data from scanned documents to data fields within the Service. Certificate of No 0 Insureds over This license provides certificate of insurance tracking for third party insureds,such as Insurance Tracking initial 100 tenants,vendors,contractors or customers. The first 100 insureds are provided at no additional cost,and this license provides the ability to track certificates for more than 100 insureds. SMS Messaging* No 0 SMS Messages "['his license provides the ability to send SMS messages as workflow actions within (over initial 500) 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 No 0 2FA Messaims This license provides the ability to send SMS and/or email messages to users to Authentication* (over initial 500) 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 jear. 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. Page ii ORIGAMI RISK CONFIDENTIAL Mobile Claimant No Not Included 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:None 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 • Indemnity Benefits Rates • Workers'Com ensation State Forms ODG Integration No 0 Users This license provides integration with ODG's Return to Work guidelines.This User* feature may only be utilized by Claims Adjusting Users and Full Users.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, i3rovidinR enhanced data visualization. eSignature No 0 Envelopes This license provides the ability to tag mail merge documents with electronic Into ration* sigEature fields,authenticating through a third-p4,qZ eSigEature tool. *By purchasing this license,Client will need to agree to certain vendor terms and conditions to be provided by Origami. License Notes: 1. Origami adds generally available features from time to time that may require configuration prior to use. If Client requests Origami's assistance in this configuration, Professional Services hours may be applied for any such configuration. 2. In addition to the generally available features, Origami may occasionally deploy new functionality that will require an Extended Functionality License similar to those listed in the Extended Functionality License section above. "These features may require additional fees based on record volume,number of additional users accessing the new features, or some other incremental cost driver. Client may agree to add such an Extended Functionality License in a separate Statement of Work. HOSTING Origami will provide data storage for up to 5,000 claims and incidents. In addition, Origami will provide 50GB of file attachment storage. Additional storage 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. 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. Client's provision of timely and accurate specifications,direction and feedback is essential to the implementation. Svstcm Configuration odg�tni will: - Develop the claim forms for Work Comp, General Liability,Property, Auto Liability and Auto Physical Damage (including form for recoveries/receivables). - Configure up to 2 default dashboards using standard Origami dashboard widgets. - Configure up to 8 reports using standard Origami RMIS templates and/or the custom template design tool. - Configure up to 2 report distribution lists. Page iii ORIGAMI RISK CONFIDENTIAL - Configure 1 Location form layout - Deploy Standard Contact form layout - Deploy Standard Policy form layout - Configure up to 5 data entry events with corresponding system actions Annual process to purge claims that are past the retention date agreed to with Client(likely to be 7-10 years, based on retention schedule and underwriter needs). 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. Loading Other Supported Risk Data via Data Import Center Origami_will: - Provide training and support to Client as needed for following import activities. Client will: - Provide, or arrange to provide, spreadsheets containing Client's risk data in the format supported by the Service's Data Import Center. - Utilize the Service's standard Data Import Center tools to import the above risk data. Loading Carrier d TPA Claims Data for Data Processing Origami will: - Provide Client with text for data request letters suitable for requesting necessary data from each of the sources named below. - Convert and load the initial system data from the sources named below Client will: - Arrange for claims and transactions data be sent to Origami from Carl Warren. - Arrange for claims and transactions data to be sent to Origami from Work Comp TPA. Conf uration of 11ticidentl 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 screen shots of existing intake forms currently in use. - Work with Origami to identify opportunities to improve on current intake forms and process. - Specify the workflows and individuals required for event triggered emails,tasks and mail merge Traininji Origami will: - Provide 16 hours of training to Client in year I 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. Page iv ORIGAMI RISK CONFIDENTIAL Client will: - Provide Origami with guidance about the employees to be trained and any training requirements or a preferred approach. - If training is to be provided in Client office,provide appropriate meeting space and internet access so Origami can perform the training and also provide for transportation and other expenses for Client employees who attend the training. PROJECT MANAGEMENT OPTION SELECTED: Origami is founded on a set of ITERATIVE processes from top to bottom. These contemporary tenets are the foundation of Origami's ability to deliver better service and faster and more accurate implementations. Origami also maintains a set of best practices,tools and experts for our clients who require a more TRADITIONAL approach to managing their implementation project. The selection below indicates the project management model included within this SOW: This SOW includes: Included Iterative Project Management Not Included Traditional Project Management Iterative Project Management-Included Ori2 mi will: o Maintain schedule with key deliverables and expected dates* o Lead status calls twice per month o Maintain project status document containing priority list,open items and changes which may impact timeline o Coordinate all activity within Origami to complete Origami's tasks on the project schedule o Origami's administrative tools and screens are by their nature self-documenting and serve as documentation of the implementation for Client's System Administrator to reference. Client will: o Participate in status calls and working meetings o Coordinate all activity within Client's organization to complete Client's tasks on the project schedule o Coordinate all activity of Client's 31 party providers required to complete tasks on the project schedule Traditional Ptoiect Management—Not Included In addition to Iterative Project Management described above,Origami shall designate a Project Manager to provide [xx] hours of project management during the Implementation(on average [x] hours per week). This Project Manager shall maintain a library of written artifacts and conduct activities including: ACTIVITIES: o Formal project kickoff** o Designated Project Manager role o Maintain schedule with key deliverables and expected dates/milestones o Coordinate all activity within Origami to complete Origami's tasks on the project schedule o Coordinate meetings and discussions with stakeholders as needed to maintain project progress* o Maintain project status document containing priority list,open items and changes which may impact timeline ARTIFACTS: o Formal project kickoff agenda** o On site agendas** o Communication plan o Change control management o Formal stakeholder analysis o Executive steering committee status call agenda(as o Project charter needed) a Collaboration website o Origami governance decision management document o Detailed work breakdown structure o UAT test plan for critical items*** o Weekly project status calls,agenda, meeting notes o Executive project dashboard o Detailed issues and risks log o Lessons learned analysis o Action items list o Detailed project plan Page v ORIGAMI RISK CONFIDENTIAL *Project Management assigned as shared role of team members **May include on site attendance ***Dependent on client input and test cases provided ONGOING SUPPORT After the Implementation is completed or Client is using the Service in production for greater than 30 days,this section of the SOW describes Origami services through the remainder of the term of this SOW. Currier l TPA Claims beta Ongoing Procession Origami will: Process the claim data updates received from Client data providers as follows: - Carl Warren: Claims and Financial"Transactions processed Monthly - Work Comp TPA: Claims and Financial Transactions processed Monthly Client will: - Use Origami tools to resolve exceptions, if any, such as missing locations, incomplete code maps, and other exceptions, which may occur in the update as a result of data errors or missing data from data providers. - Notify Carrier 1 TPA of data exceptions when appropriate to have data corrected at source. 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 Page vi ORIGAMI MSK CONFIDENTIAL PRICING AND INVOICE SCHEDULE 'The price for the licenses and services listed above in this SOW is$68,770 for the first year, $31,400 for year two, and $31,400 for year three of the contract. Exhibit B provides a detailed breakdown of the components of the price. Origami is provided a discount of$4,000 in the first year for a total of$64,770. Payment for Year 1 will be invoiced with$32,385 due upon execution of this SOW and the remaining$32,385 due 4 months from the execution of this SOW. Payments for Year 2 and 3 are due 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 storage during the term of this SOW,additional fees will apply as follows: -Current annual fee for storage of up to 5,000 Claims/incidents=SS 000 -Annual fee for storage of 5,001-10,000 Claims/Incidents $7,500 -Annual fee for storage of 10,00 1-25,000 Claims/Incidents=_ $15,000 -Current annual fee for storage includes 5OGB of File Attachment store e -Additional File Attachment storage is$2,000 per 50GB per year 2. Additional Professional Service hours will be invoiced as incurred at Origami's unbundled rate listed within Exhibit B. Bundled hours may be added prior to the start of each contract year. 3. Additional users,additional licenses or additional use beyond that which is listed above in the Licenses section of this 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 vi ORIGAMI RISK CONFIDENTIAL STATEMENT OF WORK APPROVAL The undersigned agree to this Statement of Work. ORIGAMI RISK LLC CITY OF KENT By: B ------------ Name- Earne Bentley Name: (Print Name) (Print Name) Title: Executive Director Title: Date: August 22, 2019 Date: 1age viii ORIGAMI RISK CONFIDENTIAL EXHIBIT B PRICING MODEL Year 1 Year-2 Year 3 Comments Software $10,000 $10,000 $10,000 • Base Origami Software License Licensing, Hosting, • Up to 5,000 records Network, Storage, • Includes 50 GB of file Storage and IT Operations $6,000 $6,000 $6,000 • 3 Full User User Licensing i • Admin Access for No Additional Charge TPA Interfaces $8,000 $8,000 $8,000 • Monthly Claim and Transaction Data Loads for Carl Warren and Work Comp TPA Implementation $37,370 $0 $0 • 202 hours- See above for deliverables Fee Ongoing Support $7,400 $7,400 $7,400 • 40 Annual Support Hours Discount ($4,000) Total $64,770 $31.400 $31,400 Page ix ORIGAW RISK CONFIDENTIAL EXHIBIT 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(i.e., 1/30 of the monthly fee, assuming a thirty(30')day month) for each day during which there was a Service Level Failure in such calendar month(a"Service Credit"). For clarity, such Service Credit shall not include credit for hosting fees, data processing fees,professional services fees or any other prepaid bundled fees other than licensing fees. If Client believes that it is entitled to receive Service Credits, Client shall notify Origami in writing within seven business days after the applicable calendar month with a description of the Service Level Failure and the date and time of such Service Level Failure. If Client does not notify Origami within such timeframe,then Client shall be deemed to have waived all claims with respect to such Service Level Failure(but not to any future Service Level Failure). Origami will make all determinations regarding Service Credits in its reasonable discretion. For any given month, Client shall in no event be entitled to receive a Service Credit that exceeds 100%of its monthly license fees for such month. Client agrees that Service Credits are the sole and exclusive remedy for any Service Level Failure. BACKUP AND RECOVERY Origami currently backs up transactions every 15 minutes via incremental backups. A differential database backup is performed nightly and a full backup is performed weekly. Backups are stored off site via Amazon S3,which has multiple redundancy and 99.999999999% durability and 99.99%availability of objects over a given year. Periodic database restore tests are performed to validate that backups are valid. Origami retains weekly backups for a minimum of six months. NOTICES Two email subscription options are available to each Origami Risk user. These determine the type of communication that they will receive from Origami Risk. Page x ORIGAMI RISK CONFIDENTIAL - 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 htt :/lstatus.ori atnitrisk,co I 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 sqpVo11(:egorigamirisk.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 ruorivamirisk con . Client may also call or email any member of the Origami Risk support team directly. SECURITY Any access to Origami Risk requires a unique user id and password. Passwords must adhere to standard password security rules including minimum length and complexity. Origami Risk uses a role-based security model. Client is responsible for assigning and maintaining role, location,and coverage security for users. Client's system administrators can use the tools in Origami Risk to review and change security rights,edit the user profile,and reset the password. User passwords are encrypted in the Origami database using a SHA-256 hash algorithm. System locks out user after five login attempts with an incorrect password. An administrative user must then reset the user's password and unlock the user account. Origami Risk uses ITS v1.2 or higher for all communications over https. Origami databases are fully encrypted using 256-bit AES encryption. Claim, Transaction,and Notes data sent to the Origami Risk FTP site must be encrypted using at least 128 bits. Origami uses Open PGP for file encryption and can provide an encryption key to be used by the client. Origami Risk will keep the files on a secured files system in encrypted format except during the import process. When the import process is completed,unencrypted files are removed from the system. Page xi ORIGAMI RISK CONFIDENTIAL EXHIBIT D INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents,representatives, employees or subcontractors. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations, independent contractors,products-completed operations,personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 1185. The City shall be named as an additional insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Cyber Liability insurance. 3. Workers' Compq!sation coverage as required by the state of residency. 4. Employers Liability Stop Gap coverage,which may be met in combination with Consultant's Cyber Liability insurance. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each. occurrence, $2,000,000 general aggregate. Coverage may be in the form of an underlying GL policy combined with an Umbrella/Excess policies in order to meet the limits required. 2. Cyber Liability insurance shall be written with limits no less than $10,000,000 per occurrence and $5,000,000 Aggregate. 3. Employers Liabilit , Stoo Gan$1,000,000, Other Insurance Provisions The insurance policies are to contain,or be endorsed to contain,the following provisions for Automobile Liability and Commercial General Liability insurance: I. The Consultant's insurance coverage shall be primary insurance as respect the City. Any Insurance, self- insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. If Consultant fails to meet the insurance requirements set forth in this Exhibit, Consultant shall provide written notice to the City. Page xii ORIGAMI RISK CONFIDENTIAL 3. The City of Kent shall be named as an additional insured on Consultant's Commercial General Liability insurance as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought,except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish.separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. Page xiii DATE(MM(ODlYYYY) CERTIFICATE OF LIABILITY INSURANCE 08/12/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH USA INC. NAME PHONE_ 540 W.MADISON _— CHICAGO,IL 60661 MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC# _______!NSuRER Std-GAWU-18-19 _INSURER A:Travelers Pro arty Casualty Co.of America 25674 INSURED Origami Risk LLC INSURER e:NIA NIA 222 N LaSalle St. _INSURER C Suite 2125 INSURER O: Chicago,IL 60601 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: CHI-009324604-01 REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. — — — ...... — - tNSRR Y TYPE OF INSURANCE dAtiAL�SUrSR r f+OLtCY Ef F PODGY F7CP ( POLICY NUMBER MMIDD MM LIMITS A X COMMERCIAL GENERAL LIABILITY ZLP-31M20600-18-15 12/17/2018 12/17/2019 EACH OCCURRENCE $ 1000,000 DAMAGE TO RENTED CLAIMS-MADE 11 X OCCUR PREMISES 1000,000 { MED EXP(An one arson $ 10,000 --il _.Y_._.__P -, PERSONAL&ADV INJURY _$ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 I X POLICY(_-_ C LOC PRODUCTS-COMPIOP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY a_0M81NE0$WME UIL41T I$ ANY AUTO BODILY INJURY(Per person) �$ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS '(HIRED NON-OWNED j PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY i Per acc dent 1 t 1 )$ UMSRELLALIAB OCCUR j EACH OCCURRENCE $ EXCESS L!AB + .� _ _y OtAIMS-MADE AGGREGATE $ DED RETENTION$ � - $ A 'WORKERS COMPENSATION UB-BJ170169.18-15-G y€[i 1 -I i 12117/2019 X PER 1OTH- {i AND EMPLOYERS'LIABILITY TATUTE }ER _,_„„ ANYPROPRIETOR/PARTNERIEXECUTIVE Y t N I E,L,EACH ACCIDENT $ 1 044,000 �OFFICERIMEMBEREXCLUDED? NIA (Mandatory in NH) i E.L.DISEASE-EAEMPLOYEEI$ 1,000,000 If yes,describe under 1,000,000 l DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ t DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) The City of Kent,Washington is/are included as additional insured where required by written contract with respect to General Liability.This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured subject to policy terms and conditions. CERTIFICATE HOLDER CANCELLATION The City of Kent,Washington SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 220 Fourth Ave S. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Kent,WA 98032 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukhedee O 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD DATE(MMIDDlYYYY) CERTIFICATE 4F LIABILITY INSURANCE 08112/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 'CONTACT MARSH USA INC. �N4 - 540 W.MADISON PHONEr?Fes#; (AI�C Nab w CHICAGO,IL 60661 E-MAIL. _ <INSURER S AFFORDING COVERAGE NAIC CN108297617-Std Cybel-19-20 INSURER A:National Union Fire Ins Co PittsburOh PA 19445 INSURED INSURER B: Origami Risk LLC --�—� ------ 222 N LaSalle St. INSURER C: Suite 2125 -- INSURERD: Chicago,IL 60601 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: CH-009324610-01 REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR POLICYNUMBER....._._.. - #IMMIDDYEFF � MPMDDM LIMITS LTR� TYPE OF INSURANCE COMMERCIAL GENERAL.LIABILITY EACH OCCURRENCE i$ CLAIMS-MADE ' A _ �,-,,-OCCUR PRfMk E Ea— n, $ MED EXP(Any one person $ PERSONAL d ADV INJURY $ �GEWLAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ I i PRO- POLICY[ _II JECT LOC PRODUCTS COMP/OPAGG $ OTHFP.' $ AUTOMOBILE LIABILITY I COMBINED SINGLE LIMIT $ Ea.sc 'dBttl} ANY AUTO BODILY INJURY(Per person) $ OWNED 7 SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY �AUTOS - HIRED NON-OWNED PROf>ERTY DAMAGE $ AUTOS ONLY ,;AUTOS ONLY $ I X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS M/10E AGGREGATE $ i DED X f RETENTION$10.000 S WORKERS COMPENSATION PTT UTE ERH AND EMPLOYERS'LIABILITY —- ANYPROPRIETORIPARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ jOFFICERIMEMBEREXCLUDED? N NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE I$ if yyes,describe under f DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Cyber Liability and 06-245-73-49 06/22/2019 12117/2020 Per Claim 5,000,000 Errors and Omissions Annual Aggregate 5,000,000 I I DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) CERTIFICATE HOLDER CANCELLATION The City of Kent,Washington SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 220 Fourth Ave.S. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Kent,WA 98032 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee _ Cua.n..c�rra�k tc.e k �u O 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD INSURANCE DATE(MM/DDIYYYY) CERTIFICATE OF LIABILITY 08/12/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH USA INC. NAME: 540 W.MADISON A/CNNo Ext: FAX No): CHICAGO,IL 60661 E-MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC# CN108297617-Std-GAWU-18-19 INSURER A:Travelers Property Casualty Co.of America 25674 INSURED Origami Risk LLC INSURER B:N/A N/A 222 N LaSalle St. INSURER c: Suite 2125 Chicago,IL 60601 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: CHI-009324604-01 REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INTR TYPE OF INSURANCE INSD WVD SUER POLICY NUMBER MMIDDPOLICY EFF MM DD POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY ZLP-311020600-18-15 12/17/2018 12/17/2019 EACH OCCURRENCE $ 1,000,000 Fvi CLAIMS-MADE OCCUR DAMAGE (RENTED 1,000,000 PREMISESS Ea occurrence) $ MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO ❑ LOC PRODUCTS-COMP/OP AGG $ 2,000,000 JECT OTHER:El Is AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ A WORKERS COMPENSATION U13-8J170169-18-15-G ,12 17 2018 12/17/2019 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? N❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Kent,Washington is/are included as additional insured where required by written contract with respect to General Liability.This insurance is primary and noncontributory over any existing insurance and limited to liability arising out of the operations of the named insured subject to policy terms and conditions. CERTIFICATE HOLDER CANCELLATION The City of Kent,Washington SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 220 Fourth Ave.S. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Kent,WA 98032 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee _A_"_e ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD AC� DATE(MM/DD/YYYY) ��. CERTIFICATE OF LIABILITY INSURANCE 08/12/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH USA INC. NAME' 540 W.MADISON PHO N A/C No): CHICAGO,IL 60661 E-MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC# CN108297617-Std-Cybe1-19-20 INSURER A:National Union Fire Ins Co Pittsburgh PA 19445 INSURED Origami Risk LLC INSURER B 222 N LaSalle St. INSURER C: Suite 2125 INSURER D Chicago,IL 60601 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: CHI-009324610-01 REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR rypE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR POLICYNUMBER MM/DD MM/DD LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE —� OCCUR PREMISES Ea occurrence $ MED EXP(Anyone person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY F--]l PRO F LOC PRODUCTS-COMP/OP AGG $ PRO- OTHER: $ OMBINED SINGLE LIMIT $ AUTOMOBILE LIABILITY C Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED X RETENTION$10,000 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFF ICER/M EMBER EXCLUDED? N I N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Cyber Liability and 06-245-73-49 06/22/2019 12/17/2020 Per Claim 5,000,000 Errors and Omissions Annual Aggregate 5.000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION The City of Kent,Washington SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 220 Fourth Ave.S. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Kent,WA 98032 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee _r��tic4 mot, .rc 3 uncs.. ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, cover- age for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force Property Damage - J. Blanket Additional Insured - Lessors Of Exception To Expected Or Intended In- Leased Equipment jury Exclusion B. Non-Owned Watercraft Less Than 75 K. Blanket Additional Insured - Persons Or Feet Organizations For Your Ongoing Opera- tions As Required By Written Contract Or Agreement C. Aircraft Chartered With Pilot L. Blanket Additional Insured - Broad Form Vendors D. Damage To Premises Rented To You M. Who Is An Insured - Unnamed Subsidi- aries E. Increased Supplementary Payments N. Who Is An Insured - Liability For Con- duct Of Unnamed Partnerships Or Joint Ventures F. Who Is An Insured - Employees And 0. Medical Payments - Increased limits Volunteer Workers - First Aid G. Who Is An Insured - Employees - Su- p. Contractual Liability - Railroads pervisory Positions H. Who Is An Insured - Newly Acquired Or 0. Knowledge And Notice Of Occurrence Formed Organizations Or Offense I. Blanket Additional Insured - Owners, R. Unintentional Omission Managers Or Lessors Of Premises S. Blanket Waiver Of Subrogation PROVISIONS age" expected or intended from the A. REASONABLE FORCE PROPERTY DAMAGE — standpoint of the insured. This exclu- sion does not apply to "bodily injury" INJURY EXCLUSION or "property damage" resulting from the use of reasonable force to protect The following replaces Exclusion a., Ex— any person or property. pected Or Intended Injury, in Paragraph 2., B. NON—OWNED WATERCRAFT LESS THAN 75 of SECTION I — COVERAGES — COVERAGE FEET A BODILY INJURY AND PROPERTY DAMAGE The following replaces Paragraph (2) of LIABILITY: Exclusion g., Aircraft, Auto Or Watercraft, in a. Expected Or Intended Injury Or Damage Paragraph 2. of SECTION I — COVERAGES — "Bodily injury" or "property dam- COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: CG D4 17 01 12 © 2012 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. (2) A watercraft you do not own that a. The amount shown for the is: Damage To Premises Rented To (a) Less than 75 feet long; and You Limit on the Declarations of this Coverage Part; or (b) Not being used to carry any per- b. $300,000 if no amount is shown son or property for a charge. for the Damage To Premises C. AIRCRAFT CHARTERED WITH PILOT Rented To You Limit on the Declarations of this Coverage The following is added to Exclusion g., Part. Aircraft, Auto Or Watercraft, in Paragraph 4. The following replaces Paragraph a. of 2. of SECTION I — COVERAGES the definition of "insured contract" in COVERAGE A BODILY INJURY AND the DEFINITIONS Section: PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an a. A contract for a lease of premises. aircraft that is: However, that portion of the con- tract for a lease of premises that (a) Chartered with a pilot to any in- indemnifies any person or organiza- sured; tion for "premises damage" is not (b) Not owned by any insured; and an "insured contract"; (C) Not being used to carry any person 5. The following is added to theDEFINITIONS Section: or property for a charge. D. DAMAGE TO PREMISES RENTED TO YOU "Premises damage" means "property damage" to: 1. The first paragraph of the excep- a. Any premises while rented to you tions in Exclusion j., Damage To or temporarily occupied by you Property, in Paragraph 2. of SECTION I with permission of the owner; or — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE b. The contents of any premises while LIABILITY is deleted. such premises is rented to you, if you rent such premises for a pe- t. The following replaces the last riod of seven or fewer consecutive paragraph of Paragraph 2., Exclu— days. sions, of SECTION I — COVERAGES — 6, The following replaces Paragraph COVERAGE A BODILY INJURY AND 4.01)(b) of SECTION IV — COMMERCIAL PROPERTY DAMAGE LIABILITY: GENERAL LIABILITY CONDITIONS: Exclusions c., g. and h., and Para- (b) That is insurance for "premises graphs (1), (3) and (4) of Exclusion j., damage"; or do not apply to "premises damage". Exclusion f.0)(a) does not apply to 7. Paragraph 4.b.0)(c) of SECTION IV — "premises damage" caused by fire COMMERCIAL GENERAL LIABILITY unless Exclusion f. of Section I - CONDITIONS is deleted. Coverage A - Bodily Injury And E. INCREASED SUPPLEMENTARY PAYMENTS Property Damage Liability is re- placed by another endorsement to 1. The following replaces Paragraph 1.b. this Coverage Part that has Exclu- of SUPPLEMENTARY PAYMENTS — sion - All Pollution Injury Or Dam- COVERAGES A AND B of SECTION I — age or Total Pollution Exclusion in COVERAGES: its title. A separate limit of insur- ance applies to "premises damage" b. Up to $2,500 for cost of bail as described in Paragraph 6. of Sec- bonds required because of acci- tion III - Limits Of Insurance. dents or traffic law violations aris- ing out of the use of any vehicle 3. The following replaces Paragraph 6. to which the Bodily Injury Liability of SECTION III — LIMITS OF Coverage applies. We do not have INSURANCE: to furnish these bonds. 6. Subject to 5. above, the Damage 2. The following replaces Paragraph 1.d. To Premises Rented To You of SUPPLEMENTARY PAYMENTS — Limit is the most we will pay COVERAGES A AND B of SECTION I — under Coverage A for damages COVERAGES: because of "premises damage" to any one premises. d. All reasonable expenses incurred by The Damage To Premises Rented the insured at our request to assist To You Limit will be: us in the investigation or defense Page 2 of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. of the claim or "suit", including G. WHO IS AN INSURED — EMPLOYEES — actual loss of earnings up to SUPERVISORY POSITIONS $500 a day because of time off from work. The following is added to Paragraph 2.a.(1) F. WHO IS AN INSURED — EMPLOYEES AND of SECTION II — WHO IS AN INSURED: VOLUNTEER WORKERS — FIRST AID Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" or "personal in- 1. The following is added to the defi- jury" to a co-"employee" in the course of nition of "occurrence" in the the co-"employee's" employment by you DEFINITIONS Section: arising out of work by any of your "em- Unless you are in the business or ployees" who hold a supervisory position. occupation of providing professional H. WHO IS AN INSURED — NEWLY ACQUIRED OR health care services, "occurrence" FORMED ORGANIZATIONS also means an act or omission committed by any of your "em- The following replaces Paragraph 4. of ployees" or "volunteer workers", SECTION II — WHO IS AN INSURED of the other than an employed or volunteer Commercial General Liability Coverage doctor, in providing or failing to Form, and Paragraph 3. of SECTION II — provide first aid or "Good Samari- WHO IS AN INSURED of the Global Com- tan services" to a person. panion Commercial General Liability Cov- 2. The following is added to Paragraph erage Form, to the extent such coverage 2.a.(1) of SECTION II — WHO IS AN forms are part of your policy: INSURED: Any organization you newly acquire or form, other than a partnership or joint Unless you are in the business or venture, of which you are the sole owner occupation of providing professional or in which you maintain the majority health care services, Paragraphs (1 ownership interest, will qualify as a )(a), (b), (c) and (d) above do not ap- Named Insured if there is no other insur- ply to "bodily injury" arising out of ance which provides similar coverage to providing or failing to provide first that organization. However: aid or "Good Samaritan services" by any of your "employees" or a. Coverage under this provision is af- "volunteer workers", other than an forded only: employed or volunteer doctor. Any (1) Until the 180th day after you ac- of your "employees" or "volunteer quire or form the organization or workers" providing or failing to the end of the policy period, provide first aid or "Good Samari- whichever is earlier, if you do not tan services ' during their work report such organization in writing hours for you will be deemed to be to us within 180 days after you acting within the scope of their acquire or form it; or employment by you or performing duties related to the conduct of (2) Until the end of the policy period, your business. when that date is later than 180 3. The following is added to Paragraph days after you acquire or form 5. of SECTION III — LIMITS OF such organization, if you report INSURANCE: such organization in writing to us within 180 days after you acquire For the purposes of determining the or form it, and we agree in writing applicable Each Occurrence Limit, all that it will continue to be a Named related acts or omissions commit- Insured until the end of the policy ted by any of your "employees" or period; "volunteer workers" in providing or b. Coverage A does not apply to "bodily failing to provide first aid or "Good injury" or "property damage" that oc- Samaritan services" to any one per- curred before you acquired or formed son will be deemed to be one ' oc- the organization; and currence". 4. The following is added to the c. Coverage B does not apply to "per- sonal injury" or "advertising injury" arising out of an offense committed "Good Samaritan services" means before you acquired or formed the or- any emergency medical services for ganization. which no compensation is demanded or received. CG D4 17 01 12 © 2012 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. I. BLANKET ADDITIONAL INSURED — OWNERS, and executed that contract or agree- MANAGERS OR LESSORS OF PREMISES ment; and The following is added to SECTION II — b. Is caused, in whole or in part, by your WHO IS AN INSURED: acts or omissions in the performance Any person or organization that is a of your ongoing operations to which premises owner, manager or lessor is that contract or agreement applies or an insured, but only with respect to li- the acts or omissions of any person ability arising out of the ownership, or organization performing such opera- maintenance or use of that part of any tions on your behalf. premises leased to you. The limits of insurance provided to such The insurance provided to such prem- insured will be the limits which you ises owner, manager or lessor does agreed to provide in the written contract not apply to: or agreement, or the limits shown in the Declarations, whichever are less. a. Any "bodily injury" or "property damage" caused by an "occurrence" L. BLANKET ADDITIONAL INSURED — BROAD that takes place, or "personal in- FORM VENDORS jury" or "advertising injury" caused The following is added to SECTION II — by an offense that is committed, WHO IS AN INSURED: after you cease to be a tenant in that premises; or Any person or organization that is a ven- b. Structural alterations, new construc- dor and that you have agreed in a written tion or demolition operations per- contract or agreement to include as an formed by or on behalf of such additional insured on this Coverage Part is an insured, but only with respect to li- ability for "bodily injury" or "property J. BLANKET ADDITIONAL INSURED — LESSORS damage" that: OF LEASED EQUIPMENT a. Is caused by an "occurrence" that takes The following is added to SECTION II — place after you have signed and exe- WHO IS AN INSURED: cuted that contract or agreement; and Any person or organization that is an b. Arises out of "your products" which equipment lessor is an insured, but only are distributed or sold in the regular with respect to liability for "bodily in- course of such vendor's business. jury", "property damage", "personal in- jury" or "advertising injury" caused, in The insurance provided to such vendor is whole or in part, by your acts or omis- sions in the maintenance, operation or a. The limits of insurance provided to use by you of equipment leased to you such vendor will be the limits which by such equipment lessor. you agreed to provide in the written The insurance provided to such equipment contract or agreement, or the limits lessor does not apply to any "bodily in- shown in the Declarations, whichever jury" or "property damage" caused by an are less. "occurrence" that takes place, or "per- b. The insurance provided to such vendor sonal injury" or advertising injury" does not apply to: caused by an offense that is committed, after the equipment lease expires. (1) Any express warranty not author- K. BLANKET ADDITIONAL INSURED — PERSONS ized by you; OR ORGANIZATIONS FOR YOUR ONGOING (2) Any change in "your products" OPERATIONS AS REQUIRED BY WRITTEN made by such vendor; CONTRACT OR AGREEMENT (3) Repackaging, unless unpacked The following is added to SECTION II — solely for the purpose of inspec- WHO IS AN INSURED: tion, demonstration, testing, or the Any person or organization that is not substitution of parts under instruc- otherwise an insured under this Cover- tions from the manufacturer, and age Part and that you have agreed in a then repackaged in the original con- written contract or agreement to in- tainer; clude as an additional insured on this (4) Any failure to make such inspec- Coverage Part is an insured, but only tions, adjustments, tests or servic- with respect to liability for "bodily in- ing as vendors agree to perform or jury" or "property damage" that: normally undertake to perform in a. Is caused by an "occurrence" that the regular course of business, in takes place after you have signed connection with the distribution or sale of your products"; Page 4 of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. (5) Demonstration, installation, ser- rent or past partnership or joint venture vicing or repair operations, ex- that is not shown as a Named Insured in cept such operations performed the Declarations. This paragraph does not at such vendor's premises in apply to any such partnership or joint connection with the sale of venture that otherwise qualifies as an in- "your products"; or sured under Section 11 - Who Is An In- (6) "Your products" which, after dis- sured. tribution or sale by you, have 0. MEDICAL PAYMENTS — INCREASED LIMITS been labeled or relabeled or used as a container, part or in- The following replaces Paragraph 7. of gredient of any other thing or SECTION III — LIMITS OF INSURANCE: substance by or on behalf of 7. Subject to 5. above, the Medical Ex- such vendor. pense Limit is the most we will pay Coverage under this provision does not under Coverage C for all medical ex- apply to: penses because of "bodily injury" sus- tained by any one person, and will be a. Any person or organization from the higher of: whom you have acquired "your products", or any ingredient, part or (a) $10,000; or container entering into, accompany- (b) The amount shown on the Declara- ing or containing such products; or tions of this Coverage Part for b. Any vendor for which coverage as Medical Expense Limit. an additional insured specifically is P. CONTRACTUAL LIABILITY — RAILROADS scheduled by endorsement. M. WHO IS AN INSURED — UNNAMED 1. The following replaces Paragraph C. of SUBSIDIARIES the definition of "insured contract" in the DEFINITIONS Section: The following is added to SECTION II — c. Any easement or license agree- WHO IS AN INSURED: ment; Any of your subsidiaries, other than a 2. Paragraph f.(1) of the definition of "in- partnership or joint venture, that is not sured contract" in the DEFINITIONS Sec- shown as a Named Insured in the Dec- tion is deleted. larations is a Named Insured if: a. You maintain an ownership interest O. KNOWLEDGE AND NOTICE OF OCCURRENCE OR of more than 50% in such subsidi- OFFENSE ary on the first day of the policy The following is added to Paragraph 2., period; and Duties In The Event of Occurrence, Offense, b. Such subsidiary is not an insured Claim or Suit, of SECTION IV — COMMERCIAL under similar other insurance. GENERAL LIABILITY CONDITIONS: No such subsidiary is an insured for e. The following provisions apply to "bodily injury" or "property damage" Paragraph a. above, but only for the that occurred, or "personal injury" or purposes of the insurance provided "advertising injury" caused by an of- under this Coverage Part to you or fense committed: any insured listed in Paragraph 1. or 2. a. Before you maintained an ownership of Section 11 - Who Is An Insured: interest of more than 50% in such (1) Notice to us of such "occurrence" subsidiary; or or offense must be given as soon b. After the date, if any, during the as practicable only after the "oc- policy period that you no longer currence" or offense is known to maintain an ownership interest of you (if you are an individual), any more than 50% in such subsidiary. of your partners or members who is an individual (if you are a part- N. WHO IS AN INSURED — LIABILITY FOR nership or joint venture), any of CONDUCT OF UNNAMED PARTNERSHIPS OR yyour managers who is an individual JOINT VENTURES of you are a limited liability com- pany), any of your trustees who is The following replaces the last para- an individual (if you are a trust), graph of SECTION II — WHO IS AN any of your "executive officers" or INSURED: directors (if you are an organiza- tion other than a partnership, joint No person or organization is an insured venture, limited liability company with respect to the conduct of any cur- or trust) or any "employee" author- CG D4 17 01 12 © 2012 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. ized by you to give notice of an However, if this policy includes an en- "occurrence" or offense. dorsement that provides limited cover- (2) If you are a partnership, joint damage" or pollution costs arising out venture, limited liability company of a discharge, release or escape of or trust, and none of your part- "pollutants" which contains a require- ners, joint venture members, ment that the discharge, release or es- managers or trustees are indi- cape of "pollutants" must be reported viduals, notice to us of such to us within a specific number of "occurrence" or offense must be days after its abrupt commencement, given as soon as practicable this Paragraph e. does not affect that only after the "occurrence" or requirement. offense is known by: (a) Any individual who is: R. UNINTENTIONAL OMISSION The following is added to Paragraph 6., (i) A partner or member of venture;partnership or joint Representations, of SECTION IV — v COMMERCIAL GENERAL LIABILITY CONDITIONS: ven The unintentional omission of, or uninten- (ii) A manager of any limited tional error in, any information provided liability company; by you which we relied upon in issuing (iii) A trustee of any trust; or this policy will not prejudice your rights under this insurance. However, this pro- (iv) An executive officer or vision does not affect our right to collect director of any other or- additional premium or to exercise our ganization; rights of cancellation or nonrenewal in that is your partner, joint accordance with applicable insurance laws venture member, manager or or regulations. trustee; or S. BLANKET WAIVER OF SUBROGATION (b) Any "employee" authorized The following is added to Paragraph 8., by such partnership, joint Transfer Of Rights Of Recovery Against Oth— venture, limited liability com- ers To Us, of SECTION IV — COMMERCIAL pany, trust or other organiza- GENERAL LIABILITY CONDITIONS: tion to give notice of an "occurrence" or offense. If the insured has agreed in a contract or agreement to waive that insured's right of (3) Notice to us of such "occur- recovery against any person or organiza- rence ' or offense will be tion, we waive our right of recovery deemed to be given as soon as against such person or organization, but practicable if it is given in good only for payments we make because of: faith as soon as practicable to your workers' compensation in- a. "Bodily injury" or "property damage" surer. This applies only if you caused by an "occurrence" that takes subsequently give notice to us place; or of the "occurrence" or offense b. "Personal in ur or "advertising as soon as practicable after any injury" g in- of the persons described in jury" caused by an offense that is Paragraphs e. (1) or (2) above committed; discovers that the "occurrence" subsequent to the execution of the con- or offense may result in sums tract or agreement. to which the insurance provided under this Coverage Part may apply. Page 6 of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission.