210000001450.pdf

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 7 to

Contract Number MA210000001450

C O

N

TR

AC

TO

R

Origami Risk LLC

222 N LaSalle St.

Suite #2100

Chicago IL 60601

Earne Bentley

404-425-9655 legal@origamirisk.com

VC0003847

ST

AT

E

Pr og ra m

M an ag er

Gavin Lacambra DTMB

517-230-7226

LacambraG1@Michigan.gov

C on tr ac t Ad m in is tr at or Sarah Platte DTMB

517-219-2406 plattes3@michigan.gov

CONTRACT SUMMARY

Risk Management Information System

INITIAL EFFECTIVE DATE

September 1, 2021

INITIAL EXPIRATION DATE

August 31, 2026

INITIAL AVAILABLE OPTIONS

5 - 1 Year

EXPIRATION DATE BEFORE

August 31, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION

3 Years

EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

August 31, 2029

CURRENT VALUE

$422,325.00

VALUE OF CHANGE NOTICE

$300,351.00

ESTIMATED AGGREGATE CONTRACT VALUE

$722,676.00

DESCRIPTION

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective 5/12/2026, the State exercises 3 of the available option years, with a new Contract expiration date of 8/31/2029. Additionally, the State adds $300,351.00 in funding to the Contract to support the costs of the options.

All other terms, conditions, specifications, and pricing remain the same. Per Contractor and Agencyagreement, DTMB Procurement, and the State Administrative Board on 4/28/2026.

Michigan.gov/MiProcurement

Version 2021-1 1 of 3

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

Origami Licenses and Extension

Period of Coverage:

02-27-2026 - 08-31-2026

Requesting Department:

DTMB Risk Management

Date:

3-30-2026

DTMB Project Manager:

Meagan Bryant

Phone:

517-256-8713

Brief description of services to be provided:

BACKGROUND:

Risk Mgmt Information System – Houses the State of Michigan insurance certificates for contract compliance.

PROJECT OBJECTIVE:

To have a one stop location for certificates of insurance, pertaining to state of Michigan contracts, for storage and compliance controls.

SCOPE OF WORK:

This will be to utilize 3 option years on the Contract.

SPECIFIC DEPARTMENT STANDARDS:

Agency standards, if any, in addition to DTMB standards.

EXPENSES:

The State will NOT pay for any travel expenses, including hotel, mileage, meals, parking, etc.

PROJECT CONTACTS:

The designated DTMB Project Manager is:

Meagan Bryant DTMB Risk Management Elliott Larsen, 2nd Floor 320 S. Walnut Street Lansing MI 48933 517-256-8713 Bryantm1@michigan.gov

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Consultants will work at:

There is no onsite work being performed.

Version 2021-1 2 of 3

EXPECTED CONTRACTOR WORK HOURS AND CONDITIONS:

Work hours are not to exceed eight (8) hours a day, forty (40) hours a week. Normal working hours of 8:00 am to 5:00 pm are to be observed unless otherwise agreed to in writing.

No overtime will be permitted.

This purchase order is a release from Contract Number 210000001450. This statement of work, and the terms and conditions of Contract Number 210000001450 constitute the entire agreement between the State and the Contractor.

Version 2021-1 3 of 3

STATEMENT OF WORK #20260901

SUBSCRIPTION DETAILS

Subscription Term: 36 Months Effective Date: 2026-09-01

RECURRING SUBSCRIPTIONS – LICENSES

Subscription Quantity / Functionality Purchased Special Certificate User Licenses* 1 Special License(s) Source Code Escrow Client is enrolled as a beneficiary to Origami's source code escrow deposit account (currently maintained by Iron Mountain)

OCR Scanning License Selected Certificate of Insurance Tracking 6,000 Insureds Full User(s) 6 User(s) RMIS Functionality Selected

Annual Total: $60,091.00

RECURRING SUBSCRIPTIONS – HOSTING

Subscription Quantity / Functionality Purchased Free Searchable File Attachment Storage Includes 50 GBs of Searchable file storage Hosting, Network & Storage Up to 25,000 Claim(s), Incident(s), Policie(s), and Other

Record(s) Annual Total: $20,313.00

RECURRING SUBSCRIPTIONS – DATA PROCESSING

Subscription Quantity / Functionality Purchased

Claim Only Feed Weekly Feed From ASU Certificate Batch Import Integration Selected

Annual Total: $14,688.00

RECURRING SUBSCRIPTIONS – CLIENT SUPPORT

Subscription Quantity / Functionality Purchased Client Support Tier Selected Client Support tier includes support resourcing based on up to 5 hours of Client Support services per month beginning on the Effective Date.

Annual Total: $15,000.00

Annual Fees (before discount): $110,092.00

Discount (applied to $110,092.00):

($9,975.00)

Total Annual Fees: $100,117.00

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 6 to

Contract Number MA210000001450

C O

N

TR

AC

TO

R

Origami Risk LLC

222 N LaSalle St.

Suite #2100

Chicago IL 60601

Earne Bentley

404-425-9655 legal@origamirisk.com

VC0003847

ST

AT

E

Pr og ra m

M an ag er

Gavin Lacambra DTMB

517-230-7226

LacambraG1@Michigan.gov

C on tr ac t Ad m in is tr at or Sarah Platte DTMB

517-219-2406 plattes3@michigan.gov

CONTRACT SUMMARY

Risk Management Information System

INITIAL EFFECTIVE DATE

September 1, 2021

INITIAL EXPIRATION DATE

August 31, 2026

INITIAL AVAILABLE OPTIONS

5 - 1 Year

EXPIRATION DATE BEFORE

August 31, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE

$409,620.00

VALUE OF CHANGE NOTICE

$12,705.00

ESTIMATED AGGREGATE CONTRACT VALUE

$422,325.00

DESCRIPTION

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective 3/30/2026, the parties add the attached Statement of Work for the purpose adding additional space, as needed, for claims and contract insurance documents, and for on-going support and support hours. Additionally, the State adds $12,705.00 in funding to support the work that will be completed.

All other terms, conditions, specifications, and pricing remain the same. Per Contractor and Agency agreement, and DTMB Procurement.

Version 2021-1 1 of 3

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

Origami Licenses and Extension

Period of Coverage:

02-27-2026 - 08-31-2026

Requesting Department:

DTMB Risk Management

Date:

3-30-2026

DTMB Project Manager:

Meagan Bryant

Phone:

517-256-8713

Brief description of services to be provided:

BACKGROUND:

Risk Mgmt Information System – Houses the State of Michigan insurance certificates for contract compliance.

PROJECT OBJECTIVE:

To have a one stop location for certificates of insurance, pertaining to state of Michigan contracts, for storage and compliance controls.

SCOPE OF WORK:

To add additional space as needed for claims and contract insurance documents, and on-going support and support hours.

SPECIFIC DEPARTMENT STANDARDS:

Agency standards, if any, in addition to DTMB standards.

EXPENSES:

The State will NOT pay for any travel expenses, including hotel, mileage, meals, parking, etc.

PROJECT CONTACTS:

The designated DTMB Project Manager is:

Meagan Bryant DTMB Risk Management Elliott Larsen, 2nd Floor 320 S. Walnut Street Lansing MI 48933 517-256-8713 Bryantm1@michigan.gov

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Consultants will work at:

Version 2021-1 2 of 3

There is no onsite work being performed.

EXPECTED CONTRACTOR WORK HOURS AND CONDITIONS:

Work hours are not to exceed eight (8) hours a day, forty (40) hours a week. Normal working hours of 8:00 am to 5:00 pm are to be observed unless otherwise agreed to in writing.

No overtime will be permitted.

This purchase order is a release from Contract Number 210000001450. This statement of work, and the terms and conditions of Contract Number 210000001450 constitute the entire agreement between the State and the Contractor.

Version 2021-1 3 of 3

STATEMENT OF WORK #20260227

SUBSCRIPTION DETAILS

Effective Date: 2026-02-27 End Date: 2026-08-31

Adds Certificate of Insurance Tracking Adds 3,000 Insureds Subscription Added Current Period Total: $4,830.00

Current Period Total: $4,830.00

RECURRING SUBSCRIPTIONS – ONGOING SUPPORT

Adds Ongoing Support Hours Adds 35 Ongoing Support Hours Subscription Added Current Period Total: $7,875.00

Current Period Total: $7,875.00

Subscription Added Current Period

Total $12,705.00

Total Current Period Totals: $12,705.00

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Risk Management Information System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

September 1, 2021 August 31, 2026 5 - 12 Months August 31, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

222 N LaSalle St.

Suite #2100

Chicago IL 60601

Earne Bentley

404-425-9655 legal@origamirisk.com

VC0003847

Origami Risk LLC

C O

N

TR

A C

TO

R

517-230-7226

LacambraG1@Michigan.gov

Sarah Platte

5172192406

Gavin Lacambra DTMB

PlatteS3@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 5

Contract Number MA210000001450 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$403,620.00 $6,000.00 $409,620.00

DESCRIPTION

Effective 04/02/2025, the State adds $6,000.00 to the Contract to fund the attached Statement of Work for reoccurring license subscriptions.

agreement, DTMB Procurement, and State Administrative Board approval on 8/24/2021.

STATEMENT OF WORK #20250303

This Statement of Work (“SOW”) describes services to be performed by Origami Risk LLC (“Origami”) for State of Michigan (“Client”). This SOW is subject to all the terms and conditions of the underlying agreement between Client and Origami (the “Agreement”).

TERM

Effective Date: 2025-03-03 End Date: 2026-08-31

Full User(s) 3 User(s) Current Period Total: $3,000.00

Annual Total: $6,000.00

Total Current Period Fees: $3,000.00 Total Annual Fees: $6,000.00

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Risk Management Information System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

September 1, 2021 August 31, 2026 5 - 12 Months August 31, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

222 N LaSalle St.

Suite #2100

Chicago IL 60601

Earne Bentley

404-425-9655 legal@origamirisk.com

VC0003847

Origami Risk LLC

C O

N

TR

A C

TO

R

517-230-7226

LacambraG1@Michigan.gov

Sarah Platte

5172192406

DTMB

Gavin Lacambra DTMB

PlatteS3@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 4

Contract Number MA210000001450 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$392,575.00 $11,045.00 $403,620.00

DESCRIPTION

Effective 1/20/2024, the parties add the attached Statement of Work for the purpose of adding Certificates of Insurance, Special Licenses, and a Data Processing Subscription. Additionally, the State adds $11,045.00 in funding to cover the costs.

agreement, DTMB Procurement, and State Administrative Board approval on 8/24/2021.

STATEMENT OF WORK #20241008

This Statement of Work (“SOW”) describes services to be performed by Origami Risk LLC (“Origami”) for State of

Michigan (“Client”). This SOW is subject to all the terms and conditions of the underlying agreement between Client and

Origami (the “Agreement”).

TERM

Effective Date: 2024-10-08

End Date: 2026-08-31

RECURRING SUBSCRIPTIONS – LICENSING

Subscription Quantity / Functionality Purchased

Certificates of Insurance Up to 1,500 Certificates of Insurance

Special Certificate Full User License 3 Special Licenses - Have access to all of the capabilities of the Service limited to the management of Certificates of Insurance.

Current Period Total: $4,853.76

Annual Total: $5,295.00

RECURRING SUBSCRIPTIONS – HOSTING

Data Processing Certificate Import/Export Batch Process

Current Period Total: $5,270.83

Annual Total: $5,750.00

Total Current Period Fees: $10,124.59

Total Annual Fees: $11,045.00

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 3 to

Contract Number 210000001450

LacambraG1@Michigan.gov

Gavin Lacambra

Mecca Martin legal@origamirisk.com

Earne Bentley

Chicago, IL 60601

Origami Risk LLC

VC0003847

404-425-9655

222 N LaSalle St. , Suite #2100

(517) 230-5694 S

T A

T E

P ro g ra m

M a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517-230-7226

DTMB

martinm42@michigan.gov

$385,075.00

September 1, 2021 August 31, 2026

RISK MANAGEMENT INFORMATION SYSTEM

August 31, 2026

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ August 31, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$7,500.00 $392,575.00

Effective 12/21/2023, this Contract is increased by $7,500.00 for additional recurring subscription hosting fees.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement Services approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

DTMB

Version 2021-1 1 of 1

EXHIBIT A – PRICING

Effective Date: 9/11/2023 End Date: 8/31/2026

RECURRING SUBSCRIPTIONS –HOSTING

Hosting, Network & Storage

Up to 20000 Claim(s), Incident(s), Policie(s), and Other Record(s)

Annual Total $7,500.00

Fees for ongoing contract years are due annually upfront on each anniversary date thereafter.

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

210000001450Contract Number

LacambraG1@Michigan.gov

Gavin Lacambra

Mecca Martin legal@origamirisk.com

Earne Bentley

Chicago, IL 60601

Origami Risk LLC

VC0003847

404-425-9655

222 N LaSalle St. , Suite #2100

(517) 230-5694 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517-230-7226

DTMB

martinm42@michigan.gov

$377,200.00

September 1, 2021 August 31, 2026

SAAS SOLUTION FOR RISK MANAGEMENT INFORMATION SYSTEM

August 31, 2026

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ August 31, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$7,875.00 $385,075.00

Effective 3/14/2023 , this Contract is increased by $7,875.00 for 35 Client Support Hours.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement Services approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

Exhibit A - Pricing Effective Date:03-07-2023 End Date: 08-31-2023

Total One-Time Fees: $7,875.00

ONE-TIME

PURCHASE

Product Quantity / Functionality Purchased Client Support Hours 35 Hour(s)

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

210000001450Contract Number

LacambraG1@Michigan.gov

Gavin Lacambra

KeriAnn Trumble legal@origamirisk.com

Earne Bentley

Chicago, IL 60601

Origami Risk LLC

VC0003847

404-425-9655

222 N LaSalle St. Suite #2100

(989) 259-2625 S

T A

T E

P ro g n a g e r

C o n tra c t

A d m in is tra to r

C O

N T

R A

C T

O R

517-230-7226

DTMB

trumblek1@michigan.gov

$350,000.00

September 1, 2021 August 31, 2026

SAAS SOLUTION FOR RISK MANAGEMENT INFORMATION SYSTEM

August 31, 2026

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ August 31, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$27,200.00 $377,200.00

Effective 4/22/2022, this Contract is increased by $27,200.00 and the following Statement of Work is incorporated into this Contract per Attachment A. Due to clerical errors, Exhibit A PRICING DETAIL of Attachment A will replace the previous Exhibit A in Schedule A - Statement of Work. All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement Services approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

Page i

ATTACHMENT A

STATEMENT OF WORK #20220422

This Statement of Work (“SOW”) describes services to be performed by Origami Risk LLC (“Origami”) for The State of Michigan (“Client”). This SOW is subject to all the terms and conditions of the Software as a Service Contract between Client and Origami dated September 1, 2021, including the Statement of Work attached thereto as Schedule A (collectively, the “Agreement”).

TERM

The term of this SOW shall begin on 4/22/2022 and shall be coterminous with the term of the Agreement.

PROJECT SCOPE

Create a weekly data update process from ASU for Auto Liability claims.

LICENSES

As an accommodation to the Client, Origami will provide a rate of $12,800 a year for up to 35 certificate users and additional users beyond the 35 certificate users will be charged at $350/user/year if purchased by the Client in a Statement of Work prior to the end of Year 3 of the Agreement. If certificate users are purchased after year 3 of the Agreement, the rate will be $14,000 a year for up to 35 certificate users and additional certificate users beyond the 35 will be charged at $385/user/year.

IMPLEMENTATION PROCESS

Loading Carrier / 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 data to be sent to Origami from ASU.

ONGOING SUPPORT

Carrier / TPA Claims Data Ongoing Processing

Origami will:

Process the claim data updates received from Client data providers as follows:

• ASU: Claims processed weekly

Client will:

• Use tools in the Service to resolve exceptions, if any, such as missing locations, incomplete code maps, and other exceptions, which may occur in the update as a result of data errors or missing data from data providers.

• Notify Carrier / TPA of data exceptions when appropriate to have data corrected at source.

Page ii

PRICING AND INVOICE SCHEDULE

The price for the licenses and services listed above in this SOW is $1,750.00 for the current contract year and $6,000.00 for each subsequent contract year..

Such payments will be due as follows: Payment for the current contract year will be invoiced and due upon execution of this SOW. Payments for Years 2, 3, 4, and 5 are due annually upfront on the anniversary date of the Agreement.

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

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

NEW PRICING BREAKDOWN

Page iii

STATEMENT OF WORK APPROVAL

The undersigned agree to this Statement of Work.

ORIGAMI RISK LLC THE STATE OF MICHIGAN

By: __________________________________ By: __________________________________

Name: _______________________________ Name: _______________________________ (Print Name) (Print Name)

Title: ________________________________ Title: _________________________________

Date: ________________________________

Earnest Bentley

President, Risk Solutions

Date: __________________

Page iv

EXHIBIT A

PRICING DETAIL

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 210000001450 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

Origami Risk LLC

ST

A

TE

Pr og an ag er Gavin Lacambra DTMB

222 N. Lasalle St, Suite 2100 517-230-7226

Chicago, IL 60601 Lacambrag1@michigan.gov

Gina Rothweiler

C on tra ct

Ad in is tra to r KeriAnn Trumble DTMB

312-546-6515 989-259-2625 legal@origamirisk.com Trumblek1@michigan.gov

VC0003847

DESCRIPTION: SaaS Solution for Risk Management Information System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

9/1/2021 8/31/2026 5 – 1 Year 8/31/2026

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

The purpose of this contract is to provide and implement Origami’s Risk Management Information System (RMIS) to Client’s Risk Management team to ensure accurate and consistent tracking and reporting of Client’s vendor certificates of insurance, automobile liability claims, and insurance policies.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $350,000.00

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

CONTRACT NO. 210000001450

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

CONTRACT TERMS

This Software as a Service Contract (this “Contract”) is agreed to between the State of Michigan (the “State”) and Origami Risk LLC (“Contractor”), a Delaware limited liability company. This Contract is effective on September 1, 2021 (“Effective Date”), and unless earlier terminated, will expire on August 31, 2026 (the “Term”).

This Contract may be renewed for up to 5 additional 1-year periods. Renewal must be by written notice from the State and will automatically extend the Term of this Contract.

1. Definitions.

“Action” has the meaning set forth in Section 14.1.

“Allegedly Infringing Features” has the meaning set forth in Section 14.3(b)(ii).

“Authorized Users” means all Persons authorized by the State to access and use the Services through the State’s account under this Contract, subject to the maximum number of users specified in the applicable Statement of Work.

“Availability Requirement” has the meaning set forth in Section 5. “Business Day” means a day other than a

Saturday, Sunday, or State Holiday. “Change Notice” has the meaning set forth in Section 2.2.

“Code” has the meaning set forth in Section 20.

“Confidential Information” has the meaning set forth in Section 11.1.

“Contract” has the meaning set forth in the preamble.

“Contract Administrator” is the individual appointed by each party to (a) administer the terms of this Contract, and

(B) approve any Change Notices under this Contract. Each party’s Contract Administrator will be identified in the Statement of Work.

“Contractor” has the meaning set forth in the preamble.

“Contractor Personnel” means all employees and agents of Contractor, all Subcontractors and all employees and agents of any Subcontractor, involved in the performance of Services.

“Contractor Security Officer” has the meaning set forth in Section 2.5(a).

“Contractor Service Manager” has the meaning set forth in Section 2.5(a).

“Customizations” means specifically modified reports, dashboard panels, or other configurations, features or modules of the Hosted Services customized for State.

“Documentation” means all generally furnished documentation relating to the Hosted Services, including all user manuals, operating manuals and other instructions, specifications, documents and materials, in any form or media, that describe any component, feature, requirement or other aspect of the Hosted Services, including any functionality, testing, operation or use thereof.

“DR Plan” has the meaning set forth in Section 13(a). “Effective

Date” has the meaning set forth in the preamble. “Fees” has the meaning set forth in Section 9.1.

“Force Majeure Event” has the meaning set forth in Section 18.

“Harmful Code” means any software, hardware or other technologies, devices or means, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner, any (i) computer, software, firmware, hardware, system or network, or (ii) any application or function of any of the foregoing or the integrity, use or operation of any data Processed thereby; or (b) prevent the State or any Authorized User from accessing or using the Services or Contractor Systems as intended by this Contract, and includes any virus, bug, trojan horse, worm, backdoor or other malicious computer code and any time bomb or drop dead device.

“HIPAA” has the meaning set forth in Section 10.1.“Hosted Services” means Contractor’s software-as-a-service identified in the Statement of Work and accessible by State via https://live.OrigamiRisk.com or another designated web site or IP address or mobile application, rendered to State by Contractor.

“Intellectual Property Rights” means any and all rights comprising or relating to: (a) patents, patent disclosures and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith;

(c) authorship rights, copyrights and copyrightable works (including computer programs) and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law in any jurisdiction throughout the world.

“Key Personnel” means any Contractor Personnel identified as key personnel in this Contract or any Statement of Work.

“Loss” means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers. “Losses” has a correlative meaning.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

“Personal Health Information (PHI)” has the meaning set forth in Section 10.1. “Personally

Identifiable Information (PII)” has the meaning set forth in Section 10.1.

“Process” means to perform any operation or set of operations on any data, information, material, work, expression or other content, including to (a) collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other improvements or derivative works, (b) process, retrieve, output, consult, use, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or (c) block, erase or destroy. “Processing” and “Processed” have correlative meanings.

"RPO" or "Recovery Point Objective" means the maximum amount of potential data loss in the event of a disaster.

"RTO" or "Recovery Time Objective" means the period of time to fully restore the Hosted Services in the case of a disaster.

“Representatives” means a party’s employees, officers, directors, consultants, legal advisors and, with respect to Contractor, Contractor’s Subcontractors.

“RFP” means the State’s request for proposal designed to solicit responses for Services under this Contract.

“Service Level Agreement” means the service level agreement attached as Schedule B to this Contract, setting forth Contractor’s obligations with respect to the hosting, management and operation of the Service Software.

“Service Software” means the software applications used in the operation of the Hosted Services..

“Services” has the meaning set forth in Section 2

“Source Code” means the human readable source code of the Service Software to which it relates, in the programming language in which the Service Software was written, together with all related flow charts and technical documentation, including a description of the procedure for generating object code, all of a level sufficient to enable a programmer reasonably fluent in such programming language to understand, build, operate, support, maintain and develop modifications, upgrades, updates, adaptations, enhancements, new versions and other derivative works and improvements of, and to develop computer programs compatible with, the Service Software.

“Specifications” means the specifications for the Services set forth in the applicable Statement of Work and, to the extent consistent with and not limiting of the foregoing, the Documentation.

“State” has the meaning set forth in the preamble.

“State Data” has the meaning set forth in Section 10.1.

“State Modification” has the meaning set forth in Section 14.2(a). “State

Party” means State and each of its Authorized Users.

“State Project Manager” has the meaning set forth in Section 2.8.

“State Systems” means the information technology infrastructure, including the computers, software, databases, electronic systems (including database management systems) and networks, of the State or any of its designees.

“Statement of Work” has the meaning set forth in Section 2.1(a). The Initial Statement of Work is attached as

Schedule A, and subsequent Statements of Work shall be sequentially identified and attached as Schedule A-1, A- 2, A-3, etc.

“Stop Work Order” has the meaning set forth in Section 8.

“Subcontractor” means any entity that performs any Services under this Contract and otherwise has the meaning set forth in Section 2.4(a).

“Support Services” has the meaning set forth in Section 6.

“Term” has the meaning set forth in the preamble.

“Transition Period” has the meaning set forth in Section 7.3.

“Transition Responsibilities” has the meaning set forth in Section 7.3.

“User Data” means any and all information reflecting the access or use of the Hosted Services by or on behalf of the State or any Authorized User, including any end user profile, visit, session, impression, click-through or click-stream data and any statistical or other analysis, information or data based on or derived from any of the foregoing.

“Work Product” means Customizations and any software, programming, tools, documentation, and materials that are used, created, developed, or delivered by Origami to Client in connection with Customizations, and all Intellectual Property Rights subsumed therein.

2. Services.

2.1 Services. Throughout the Term and at all times in connection with its actual or required performance under this Contract, Contractor will, in accordance with all terms and conditions set forth in this Contract and each applicable Statement of Work, provide to the State and its Authorized Users the following services (“Services”):

(a) the hosting, management and operation of the Hosted Services as described in one or more written statements of work referencing this Contract, including all Specifications set forth in such statements of work, which, upon their execution will be attached as Schedule A to this Contract and by this reference are incorporated in and made a part of this Contract (each, a “Statement of Work”);

(b) maintain the Availability Requirement set forth in the Service Level Agreement attached as

Schedule B to this Contract;

(c) provide maintenance and Support Services as set forth in the Service Level Agreement, attached as Schedule B;

(d) implement and maintain the security requirements set forth in Schedule C to this Contract;

(e) maintain a DR plan, a summary of which is attached as Schedule D to this Contract; and

(f) such other services as may be specified in the applicable Statement of Work.

Notwithstanding the foregoing, Contractor will not be obligated to provide any support required as a result of, or with respect to, (i) Client’s operating systems, networks, hardware, or other related equipment of Client, or (ii) State’s or any of its Authorized Users’ use of the Hosted Services other than in accordance with the applicable Statement of Work and Documentation and as permitted under this Contract.

2.2 Change Notices.

(a) Any modifications or changes to the Services under any executed Statement of Work will be effective only if and when memorialized in a mutually agreed written change notice (“Change Notice”) signed by both Parties.

(b) In the event the Services are customizable, a more detailed change control process may be specified in the applicable Statement of Work. In such event, the change control process set forth in such Statement of Work shall control.

2.3 Compliance with Laws. Contractor must comply with all applicable laws as they apply to Contractor in its provision of the Services, including by securing and maintaining all required and appropriate visas, work permits, business licenses and other documentation and clearances necessary for performance of the Services.

2.4 Subcontracting. Contractor will not itself, and will not permit any Person to, subcontract any Services, in whole or in part, without the State’s prior written consent, which consent may be given or withheld in the State’s sole discretion; provided, however, that the State hereby acknowledges and consents to Contractor’s use of Amazon Web Services as its Permitted Subcontractor for hosting the Service Software and State Data. Without limiting the foregoing:

(a) Contractor must ensure each Contractor subcontractor (including any subcontractor of a

Contractor subcontractor, each, a “Subcontractor”) complies with all relevant terms of this Contract, including all provisions relating to State Data or other Confidential Information of the State;

(b) the State’s consent to any such Subcontractor does not relieve Contractor of its representations, warranties or obligations under this Contract;

(c) Contractor will remain responsible and liable for any and all: (i) performance required hereunder, including the proper supervision, coordination and performance of the Services; and (ii) acts and omissions of each Subcontractor (including, such Subcontractor’s employees and agents, who, to the extent they are involved in providing any Services, are deemed Contractor Personnel) to the same extent as if such acts or omissions were by Contractor;

(d) any noncompliance by any Subcontractor or its employees or agents with the provisions of this

Contract or any Statement of Work will constitute a breach by Contractor; and

(e) upon request of the State, Contractor shall promptly provide for each such proposed Subcontractor the identity of such Subcontractor and at a minimum the regional location in the United States of all its data centers, if any, that will be used in Processing any State Data, which information Contractor shall promptly disclose to the State in writing.

2.5 Contractor Personnel. Contractor will:

(a) subject to the prior written approval of the State, appoint: (i) a Contractor employee to serve as a primary contact with respect to the Services who will have the authority to act on behalf of Contractor in matters pertaining to the receipt and processing of support requests and the Support Services (the “Contractor Service Manager”); and (ii) a Contractor employee to respond to the State’s inquiries regarding the security of the Contractor Systems who has sufficient knowledge of the security of the Contractor Systems and the authority to act on behalf of Contractor in matters pertaining thereto (“Contractor Security Officer”); and (iii) other Key Personnel, who will be suitably skilled, experienced and qualified to perform the Services;

(b) provide names and contact information for Contractor’s Key Personnel in the Statement of Work.

2.6 Management and Payment of Contractor Personnel.

(a) Contractor is solely responsible for the payment of Contractor Personnel, including all fees, expenses and compensation to, by or on behalf of any Contractor Personnel and, if applicable, the withholding of income taxes and payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits.

(a) Contractor will ensure that no Person who has been convicted of a felony or any misdemeanor involving, in any way, theft, fraud, or bribery provides any Services or has access to any State Data, State Systems or State facilities. On a case-by-case basis, the State may request that Contractor initiate a background check on any

Contractor Personnel before they may have access to State Data, State Systems or State facilities. Any request for a background check shall be initiated by the State and must be reasonably related to the type of work requested. If provided to the State, results of background checks will be promptly returned to Contractor, and will be treated as Confidential Information. All investigations will include a Michigan State Police Background check (ICHAT) and may include a National Crime Information Center (NCIC) Finger Print check. Contractor will present attestation of satisfactory completion of such tests. Pursuant to Michigan law, all agencies subject to IRS Pub. 1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and Subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information.

Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or Subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018.

2.7 Time is of the Essence. The parties acknowledge and agree that time is of the essence with respect to obligations under this Contract and that prompt and timely performance of all such obligations, including all timetables and other requirements of this Contract and each Statement of Work, is strictly required.

2.8 State Project Manager. The State will appoint and, in its reasonable discretion, replace, a State employee to serve as the primary contact with respect to implementation of the Services (the “State Project Manager”).

3. License Grant and Restrictions.

3.1 Contractor License Grant. Contractor hereby grants to the State, exercisable by and through its Authorized Users, a nonexclusive, royalty-free, irrevocable (except as provided herein) right and license during the Term and such additional periods, if any, as Contractor is required to perform Services under this Contract or any Statement of Work, to:

(a) access and use the Hosted Services, including in operation with other software, hardware, systems, networks and services, for the State’s business purposes, including for Processing State Data;

(b) generate, print, copy, upload, download, store and otherwise Process all GUI, audio, visual, digital and other output, displays and other content as may result from any access to or use of the Services; and

(c) prepare, reproduce, print, download and use a reasonable number of copies of the

Specifications and Documentation for any use of the Services under this Contract.

3.2 License Restrictions. The State will not: (a) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Hosted Services available to any third party, except as expressly permitted by this Contract or in any Statement of Work; (b) use or authorize the use of the Services or Documentation in any manner or for any purpose that is unlawful under applicable law; (c) distribute, disclose or allow use of any of the Hosted Services, or any portion thereof, in any format, through any timesharing service, service bureau, network or by any other means, to or by any third party; (d) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Hosted Services in any manner; (iv) create derivative works from, modify or alter any of the Hosted Services in any manner whatsoever; (v) use or access the Hosted Services in a manner that would reasonably be expected to damage, disable, overburden, or impair any Contractor servers or the networks connected to any Contractor server (and if any access or use of the Hosted Services does damage, disable, overburden, or impair any Contractor servers or the networks connected to any Contractor server, then State shall promptly discontinue such access or use upon written notice of such by Contractor); (vi) take any action that would reasonably be expected to interfere with any third party’s use and enjoyment of the Hosted Services (and if any State action does interfere with any third party’s use and enjoyment of the Hosted Services, then State shall promptly discontinue such action upon written notice of such by Contractor);

(vii) attempt to gain unauthorized access to the Hosted Services, accounts, computer systems, or networks connected to any Contractor server; (viii) use any robot, spider or other automatic device or manual process to monitor or copy portions of the Hosted Services; (ix) use the Hosted Services in a manner intended to abuse or violate the privacy or property rights of others; (x) perform any vulnerability scanning or penetration testing on the Hosted Services or Contractor’s systems or networks without Contractor’s explicit prior written consent for each such scan or test; or (xi) access the Hosted Services in order to (A) build a competitive product or service, or (B) build a product using similar unique and confidential ideas, features, functions or graphics of the Hosted Services.

3.3 Use. The State will pay Contractor the corresponding Fees set forth in the Statement of Work for all

Authorized Users access and use of the Service Software.

3.4 State License Grant. The State hereby grants to Contractor a limited, non-exclusive, non- transferable license (i) to use the State's (or individual agency’s, department’s or division’s) name, trademarks, service marks or logos, solely in accordance with the State’s specifications, and (ii) to display, reproduce, distribute and transmit in digital form the State’s (or individual agency’s, department’s or division’s) name, trademarks, service marks or logos in connection with promotion of the Services as communicated to Contractor by the State. Use of the State’s (or individual agency’s, department’s or division’s) name, trademarks, service marks or logos will be specified in the applicable Statement of Work.

3.5 Storage. State may store State Data through the Hosted Services up to the amount set forth in the applicable Statement of Work. If the amount of storage used exceeds this limit, State will be charged, on a monthly basis, the excess storage fees pursuant to the Statement of Work.

3.6 Users. State may permit the number of Authorized Users as set forth in the Statement of Work to use the

Service. Each Authorized User shall access and use the Hosted Services (i) in accordance with the terms of this Contract and the applicable Statement of Work and Documentation, and, (ii) when applicable, through a unique and reasonably secure username and password as further described in the applicable Statement of Work or Documentation. The Hosted Services allow State to grant different levels of access to State Data, to different Authorized Users, as described in more detail in the Statement of Work. It is State’s responsibility to designate the applicable access to be granted to each Authorized User; however, the State is not responsible for any use by unauthorized users. State shall cause all Authorized Users to comply with all obligations of State hereunder, to the extent applicable to Authorized Users. Except for State’s and its Affiliates’ system administrators where reasonably necessary for administrative or security purposes, no Authorized User may use the username/user identification or password of any other Authorized User. State’s failure to cause an Authorized User to comply with the material terms of this Contract or any uncured Authorized User noncompliance shall constitute a material breach of this Contract by State.

3.7 Third Party Access. State shall also have the right for State and its Affiliates to permit third party

Authorized Users to access or use the Hosted Services in accordance with the terms and conditions of this Agreement and the applicable Statement of Work, provided that each such third party Authorized User has agreed in writing to Contractor’s Third Party User Agreement (“Third Party Terms”) prior to or upon such Authorized User’s initial login to the Service. Such Third Party Terms are available from Contractor upon request. State may meet this requirement with respect to any third party Authorized User by requiring such third party Authorized User to accept the Third Party Terms as part of a click-through that can be enabled to appear upon such third party Authorized User’s initial login to the Service. Any rights granted hereunder or under the Third Party Terms with respect to the Hosted Services to third party Authorized Users shall expire or terminate immediately upon the termination of this Agreement in accordance with its terms. State shall be fully responsible for (i) ensuring the compliance of each State Party with the terms and conditions of this Agreement, the applicable Statement of Work and Documentation, and the applicable Third Party User Agreement, and (ii) all violations of the terms or conditions of this Agreement, the applicable Statement of Work and Documentation, and the applicable Third Party Terms by each State Party.

3.8 State Obligations. State shall: (i) provide Contractor with reasonable access to State’s premises to the extent necessary to enable Contractor to perform its obligations hereunder; (ii) provide adequate resources to participate in or facilitate the performance of the Service; (iii) timely participate in meetings relating to the Hosted Services; (iv) assign personnel with relevant training and experience to work in consultation with Contractor; (v) meet the requirements to use the Hosted Services as set forth at http://www.origamirisk.com/product-requirements;

as of the effective date of this Contract (vi) safeguard the usernames, passwords and other security data, methods and devices furnished to State in connection with the Hosted Services and prevent unauthorized access to or use of the Hosted Services and promptly notify Contractor if it becomes aware of any such unauthorized access or that the security of its usernames or passwords has been compromised; (vii) as between Contractor and State, have sole responsibility for the accuracy, quality, legality, reliability and appropriateness of all State Data; (viii) obtain all consents and authorizations from any third parties that State requires in order for Contractor to provide the Hosted Services and perform the Professional Services (and Contractor shall not be required to enter into agreements with any such third parties), and (ix) take such other actions as are required of State pursuant to this Agreement, including any Statement of Work. Furthermore, Contractor shall (a) have no responsibility for State networks, equipment, and system security required or appropriate in connection with the Service; and (b) have no responsibility for the State Data prior to storage on Contractor Systems.

3.9 State Representations. The parties acknowledge and agree that, during the term of this Contract, the

State and third parties acting on the State’s behalf may disclose certain State Data, including personally identifiable data regarding employees or other individuals, to Contractor for the State’s use of the Hosted Services. With respect to any State Data so disclosed by, or on behalf of, the State to Contractor, State represents to Contractor that: (i) State and such other third parties operating on State’s behalf are authorized to collect, use and disclose the State Data to Contractor for use and storage pursuant to this Contract; and (ii) State shall not request Contractor to use, store, disclose or otherwise process State Data in any manner that would not be permissible under applicable law or, if applicable, such State Party’s agreements with or privacy notices to individuals with respect to whom the State Data relates, if done by State.

3.10 Non-Contractor Events. State acknowledges and agrees that Contractor shall not be responsible or liable for any delay or failure in its performance of any duties or obligations pursuant to this Agreement, including any Statement of Work, to the extent such delays or failures result or arise from any (1) act or omission of any State Party, including any delays in their performance or cooperation with respect to the obligations or warranties set forth in this Agreement or any Statement of Work; (2) failure of any State Party’s equipment or software (other than the Service); or (3) Force Majeure Event.

3.11 Mobile Service. The Hosted Services may include certain services that are available via an application downloaded and installed on a mobile…