Loading...
HomeMy WebLinkAboutIT15-230 - Original - Denovo Ventures LLC - Master Service Agreement - 03/09/2015 , r Records y; T Document a CONTRACT COVER SKEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: Denovo Vendor Number: 501809 7D Edwards Number Contract Number: T I�5 - This is assigned by City Clerk's Office Project Name: Master Services Agreement Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 3/9/15 Termination Date: 3/8/16 Contract Renewal Notice (Days): 90 Number of days required notice for termination or renewal or amendment Contract Manager: Curt Ryser Department: IT Systems Contract Amount: Approval Authority: (CIRCLE ONE) Department Director Mayor City Council Detail: (i.e. address, location, parcel number, tax id, etc.): ----— -----------— As of: 08/27/14 i DocuSign Envelope ID:8E7EF07D-F490-4952-AC10-C347796D8AF1 1 1 0 A check In this box indicates that this agreement has been changed from the original. MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT(this "MSA'), dated as of the 9th day of March, 2015 ("Effective Date"), is by and between DENOVO VENTURES LLC, a Colorado limited liability company ("Denovo" and City of Kent, a Washington Public Agency(the"Client") (each a "Party" and together the"Parties"), AGREEMENTS NOW,THEREFORE, in consideration of the recitals and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this MSA agree as follows: 1. Construction. This MSA sets forth the general terms and conditions of the Agreement. For each service Denovo offers,there is a Supplement and a Statement of Work that sets forth more specifically the Services and Service Levels Denovo will provide the Client. If the Client requests software-as-a-service, hosting or other services that require a software product purchase, in addition to an SOW, Denovo will provide an Order Document. Each SOW and/or Order Document(s) combined with the corresponding Supplement and MSA shall constitute an independent contract. To the extent there are Inconsistencies between the MSA, the Supplement and the SOW, the MSA will govern and control over the Supplement and the SOW. The terms and conditions of the Order Document apply exclusively to the products therein and govern and control over any inconsistencies elsewhere in the Agreement. The Headings shall be disregarded in construing or interpreting the Agreement. 2. Definitions._The bold and italicized terms are defined as follows. Capitalized terms not otherwise - defined here shall be defined in the context in which they are used and shall have the meanings therein indicated. Capitalized terms not defined herein shall have the meaning attributed to them In the applicable Supplement,Attachment,SOW or Order Document. (i) AAA. American Arbitration Association (ii) Aggregated Data. Any aggregated and statistical data derived from the operation of the Services, including, without limitation, the number of records in the Service, the number and types of transactions, configurations,and reports processed in the Service and the performance results for the Service (iii) Agreement. Each SOW and/or Order Document(s) combined with the corresponding Supplement and the MSA (iv) Change. The addition, subtraction or change to any Services related to the SOW; a change that results In Increased or reduced fees for applicable Services; and changes to the Service Levels not agreed to as part of the SOW M Claim. Third party claims against the Client that any Work Product infringes a presently existing United States copyright or constitutes misappropriation of unlawful disclosure or use of a third party's trade secrets (vi) Client Applications. All software programs, including any source code for such programs,that the Client or the Client's clients provide in connection with the Hosting Services Master Services Agreement 042314v2 0 Denovo-Confidential Trade Secret Page 1 of 1 DocuSign Envelope ID:8E7EF07D-F490-4952-AC10-C347795D8AF1 Denovo (vii) Client Data. Client's Confidential Information and all text, files, images, graphics, information, data, illustrations, personal data, video, audio, photographs, and other content and material in any format, provided or uploaded by the Client in connection with the Agreement (viii) Confidential Information. Any proprietary information or data (including the terms of the Agreement), Trade Secrets (as defined below) and any other information designated as confidential by either Party is considered confidential (ix) Denovo Background Materials. The various concepts, ideas, recommendations, methods, methodologies, procedures, processes, know-how and techniques, templates, programs, the generalized features of the structure, sequence and organization of software, user interfaces and screen designs, development tools (including without limitation general purpose consulting and software tools), utilities and routines, and logic, integrations, coherence and methods of operation of systems that Denovo has created, acquired or otherwise has rights in, and may, in connection with the performance of Services hereunder, employ, provide, modify,create,or acquire or otherwise obtain rights in (x) Denovo Intellectual Property. Denovo Background Materials or any of its other intellectual property or property (xi) Dispute. Any dispute, claim or controversy arising out of or relating to the Agreement, including without limitation a dispute regarding an alleged breach of the Agreement and a dispute regarding the arbitrability of the Dispute Resolution section (xii) Expenses. Reasonable out-of-pocket expenses that Denovo incurs, including, without limitation, all reasonable travel, meal, lodging and mileage expenses in accordance with Denovo's standard expense policies (xiii) Fees or Charges. Any fees or charges for the Services and/or Software Products described in the SOW or Order Document (xiv) Initial Term. A period of five (5)years commencing on the Effective Date (xv) Cate Charge. The lesser of (i) one and one half percent (1.5%) per month or (ii) the highest rate allowable by law, in each case compounded monthly to the extent allowable by law (xvi) Law. Any declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction of or by any federal, state, municipal, local, territorial, or other governmental department, regulatory authority,judicial or administrative body,whether domestic,foreign or international (xvii) Order Document. A document setting forth software products and pricing as well as related terms and conditions in connection with Hosting or other services that require a software product purchase (xviii) Service. Generally,all of the services Denovo agrees to provide the Client as set forth in the SOW (xix) Statement of Work or SOW. A statement of work that sets forth more specifically the Services and Service Levels Denovo will provide the Client as well as any further terms and conditions (xx) Successive Term. A month-to-month term after the Initial Term Master Services Agreement 042314v2 © Denovo-Confidential Trade Secret Page 2 of 2 DocuSign Envelope ID:8E7EF07D-F490-4952-AC10-C347796DBAF1 fl (xxi) Supplement. An addendum that provides terms and conditions specific to one line of service that Denovo offers (xxiI) Term. The Initial Term and any Successive Term (xxili) Termination Date. The date on which the Agreement is terminated or expires (xxiv) Trade Secrets. Denovo's trade secrets Including, without limitation, various computer systems and programs, techniques, developments, improvements, inventions, and processes that are, or may be, produced in the course of Denovo's operations, including any other information not generally known concerning Denovo or its operations, including, products, suppliers, markets, sales, Internal costs, costs, margins, profits, client needs and lists, and the pricing Information made available In the Agreement or other information acquired, disclosed, or made known to employees or agents while in the employ of Denovo, which, if used or disclosed, could adversely affect Denovo's business or give competitors an advantage (xxv) Work Product. Any software modifications, enhancements, interfaces, together with related specifications, design documents, flow charts, documentation, training manuals, reports, and other tangible work product developed by Denovo with Denovo Intellectual Property for the Client 3. Scope of Services. Denovo offers services including, without limitation, consulting services, hosting services, software-as-a-service, managed services and disaster recovery services. Denovo agrees to provide one or more of these services as set forth in the applicable SOW on the terms and conditions set forth in the Agreement. Denovo also offers cloud hosting solutions. The Parties agree that the Services may include advice and recommendations, but all decisions in connection with the implementation of such advice and recommendations shall be the responsibility of, and made by, the Client, Such Services are exclusively for the use of the Client and any of its employees or authorized users. 4. Payment. (a) Fees and Expenses. Each SOW or Order Document shall set forth the Fees and Expenses that are to be reimbursed to Denovo. (b) invoices. Denovo will provide the Client with an invoice from time to time or when specified in the SOW, Each invoice shall set forth the Fees and Expenses owed to Denovo in reasonable detail,the SOW and/or Order Document reference numbers, and, when applicable, the number of hours spent by Denovo personnel in providing the Services during the period invoiced and any accrued Late Charges, Payment terms are net thirty (30)days from the date of invoice. (c) Method of Payment. Unless otherwise agreed to in writing by both parties, all amounts to be paid to Denovo under the Agreement shall be paid in U.S. dollars by federal wire transfer to the account or accounts designated by Denovo, or by check made payable to: Denovo Ventures, LLC,. Denovo Ventures, LLC 28202 Cabot Road,Suite 300 Laguna Niguel, CA 92677 (d) Finance Charges. If Denovo does not receive payment for invoices within thirty (30) days of the invoice date, the Late Charge shall accrue. Such Late Charges will be added to the following invoice and shall be due and payable immediately. n A,,t— Aoraamant nA941A.O (cc)Denovo-Confidential Trade Secret Page 3 of 3 DocuSign Envelope ID:8E7EF07D-F490-4952-AC1O-C347796D8AF1 Denovo (e) Taxes. Except for federal, state or local income taxes solely based on the income earned by Denovo, the Client shall be responsible for all taxes in connection with the Agreement including any sales, use, excise, value- added, services, consumption and other taxes and duties assessed on the provision of Services or materials by Denovo to the Client, on Denovo's charges to the Client under the Agreement, and on any goods or Services used or consumed by either Party in connection with the provision of Services under the Agreement. If) To the extent an SOW has a term in excess of twelve (12) months, Denovo reserves the right to increase the applicable Fees as of January 1 each year after the first twelve (12) month period by the yearly percentage increase for the previous calendar year in the Consumer Price Index—All Items (CPI-U) as published by the U.S. Department of Labor Bureau of Labor Statistics. Denovo will notify Client in writing of any such increase in Fees for the following year by October 1 of the prior year, and such percentage increase will become effective as of January 1st of the following year. 5. Term and Termination. (a) Term. This MSA shall commence on the Effective Date and remain in effect for the Initial Term unless earlier terminated in accordance with the Agreement; provided, however, that if a Supplement or SOW is still in effect, the Initial Term or Successive Term shall be extended until such Supplement or SOW expires or is terminated. Unless otherwise terminated, this MSA shall be automatically renewed for a Successive Term at the end of the Initial Term. Either Party may terminate this MSA during a Successive Term by providing the other Party fifteen (15) days advance written notice of termination. (b) Termination for Cause by Either Party. Either Party may terminate the Agreement for the other Party's material breach of the Agreement after giving at least thirty (30)days prior written notice identifying specifically the basis for such notice and referring to this Section of this MSA unless the breaching Party cures such breach within such 30-day period. (c) Termination for Cause by Denovo. Denovo may terminate the Agreement and any Supplement or SOW at any time immediately upon notice to Client if (i) an outstanding invoice remains unpaid forty-five (45) days after its applicable due date or (ii) the Client intentionally discloses Denovo's Confidential Information in violation of the Agreement. (d) Termination for Insolvency. Either Party may immediately terminate the Agreement in whole or in part if the other Party: (i) Makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they mature, or ceases operating in the normal course of business. (ii) A court appoints a receiver or trustee over the Party or any substantial part of the Client's assets. (ill) Becomes insolvent or is unable to pay its debts as they become due. (iv) Authorizes, applies for or consents to the appointment of a trustee or liquidator of all or a substantial part of its assets or has proceedings seeking such an appointment commenced against it which are not terminated within 90 days of such commencement. (v) Has any substantial part of its property subjected to any levy, seizure, assignment or sale for, or by any creditor or governmental agency without said levy,seizure, assignment or sale being lifted,released, reversed or satisfied within 10 days. Master Services Agreement 0423140 nnPnnvn-r'nnridontW Tro"q..r t n...... ..r. i DocuSign Envelope ID:8E7EF07D-F490-4952-AC10-C347796D8AF1 1 1 IA (VI) Files a voluntary petition under any chapters of Title 11 of the United States Code or an involuntary proceeding has been commenced by any Party against the Party under any one of the chapters of Title 11 of the United States Code and (A) the proceeding has been pending for at least sixty (60) days; or (B) the Party has consented, either expressly or by operation of law, to the entry of an order for relief; or(C) the Party has been decreed or adjudged a debtor. 6, Employment Matters. (a) Denovo Staffing. Denovo shall assign personnel to the Client account that possess the training, education, expertise and skill levels appropriate for the Services to be provided by such personnel. Denovo reserves the right to determine which of its personnel shall be assigned to perform services, and to replace or reassign such personnel during the Term; provided, however, that Denovo, subject to scheduling and staffing considerations, shall use good faith efforts to honor the Client's request for or lawful objection to specific individuals. (b) Client Staffing. Client shall assign personnel to the performance of Client responsibilities that possess the appropriate training, education, expertise and skill levels to perform such Client responsibilities. The Client reserves the right to determine which of its personnel shall be assigned to perform Client responsibilities, and to replace or reassign such personnel during the Term; provided that, the Client shall ensure that the performance by such personnel of Client responsibilities does not adversely affect the ability of Denovo to perform its obligations under this Agreement. (c) Non-solicitation. Denovo and the Client agree not to solicit for employment, offer employment to or employ the other Party's employees, agents, or subcontractors who performed services hereunder during the term of this Agreement and for a period of twelve (12) months following expiration or termination of this Agreement exceptas may be agreed to in writing by both parties. — (d) - Client's Workplace Policies. The Client shall provide advance written copies of, and Denovo shall use commercially reasonable efforts to cause Its employees and subcontractors to comply with, the Client's standard workplace security, administrative, safety and other policies applicable to each Client facility where Denovo is providing Services. (e) Independent Contractor. Denovo shall provide Services as an Independent Contractor and nothing contained herein shall be construed to create a relationship of employer-employee or principal-agent. Neither Party is, nor shall represent itself to be, an agent, partner, fiduciary,joint venture,co-owner or representative of the other. 7. Assignment and Subcontracting. (a) Neither Party shall assign any portion of the Agreement without the express and prior written consent of the other Party. Notwithstanding the foregoing, in the event of a merger, acquisition or reorganization, Denovo may assign the Agreement or any portion thereof to a successor-in-interest that has the ability to perform the assigned obligations and has agreed to do so in writing. (b) Denovo may not subcontract any of its duties under the Agreement, including any Supplement, SOW or portion thereof, to a subcontractor in the ordinary course of business without the Client's express and prior written consent. In the event Client approves Denovo's subcontracting of duties under this Agreement, Denovo will remain liable to the extent provided herein for its performance under the Agreement. Master Services Agreement 042314v2 ©Denovo-Confidential Trade Secret Page 5 of 5 DocuSign Envelope ID:SE7EF07D-F490-4952-AC10-C347796D8AF1 DenOvO 8. Confidentiality. (a) General. Any proprietary information or data (including the terms of the Agreement),Trade Secrets (as defined below) and any other information designated as confidential by either Party is considered confidential ("Confidential Information"). To the extent that either Party comes into possession of any Confidential Information of the other Party in connection with the Agreement, such Party agrees to use the Confidential Information of the other Party solely for the purposes of the Agreement, and to the extent allowed by law, will not disclose such Confidential Information to any third party without the prior written consent of the other Party. (b) Exclusions. Notwithstanding any provision herein to the contrary, Confidential Information shall not include information that (i) is or becomes publicly available (other than by breach of the Agreement), (ii) was disclosed to the receiving Party on a non-confidential basis from a source other than the disclosing Party,which the receiving Party reasonably believes is not prohibited from disclosing such information as a result of an obligation in favor of the disclosing Party, (Ili) is developed by the receiving Party independent of and without reference to any Confidential Information of the disclosing Party, or was known by the receiving Party prior to any disclosure of such information made by the disclosing Party, in each case as evidenced by the receiving Party's written records, or (iv) is disclosed with the written consent of the owner of the Confidential Information. (c) Protection. Each Party shall maintain the confidentiality of the Confidential Information of the other Party using at least the same degree of care as it employs in maintaining the confidentiality of its own Confidential Information,but in no event less than a reasonable degree of care. (d) Remedies. If a Party discloses or uses (or threatens to use or disclose) any Confidential Information of the other Party in breach of the confidentiality protections under the Agreement, the other Party shall have the -- right, in addition to any other remedies available, to seek Injunctive relief to enjoin such acts, as the Parties acknowledge that any other available remedies may be inadequate. (e) Compelled Disclosure. Notwithstanding the above, the receiving Party shall not be in violation of this confidentiality obligation with regard to a disclosure that was in response to a valid order of a court of competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by subpoena, summons or any other administrative or legal process, or by applicable regulatory or professional standards, provided that the receiving Party provides the disclosing Party with reasonably prior written notice of such disclosure in order to permit the disclosing Party to seek confidential treatment of such information. (f) Trade Secrets. Denovo employs trade secrets including, without limitation, various computer systems and programs, techniques, developments, improvements, inventions, and processes that are, or may be, produced in the course of Denovo's operations, including any other information not generally known concerning Denovo or its operations, including, products, suppliers, markets, sales, internal costs, costs, margins, profits, client needs and lists, and the pricing information made available in the Agreement or other information acquired, disclosed, or made known to employees or agents while in the employ of Denovo, which, if used or disclosed, could adversely affect Denovo's business or give competitors an advantage ("Trade Secrets"). Such Trade Secrets contain privileged or confidential commercial or financial information that would result in a competitive disadvantage if disclosed without prior permission by Denovo. Because it would cause irreparable harm to Denovo if any of its Trade Secrets were known to its competitors, it is Denovo's policy that the Trade Secrets not be disclosed to any party other than the Client. In the event that the Client is a public entity and awards a contract to Denovo, the Client shall have the restricted right to disclose the entire contract dollar Mactar SPn/IrPC APlPPmPnt nd7R1 dv7 rcl nanm�n-rnnfirlantinl Trades SPLYPt Pans n of n DocuSign Envelope ID:8E7EF07D-F490-4952-AC10-C347798D8AF1 1 C v amount, however this disclosure shall not Include itemized data or any Trade Secrets, if applicable law allows the public entity to withhold itemized data or trade secrets from disclosure. 9. Ownership of Intellectual Property. (a) Denovo Ownership. (1) To the extent that Denovo uses Denovo Background Materials or any of the Denovo Intellectual Property in connection with the performance under the Agreement, Denovo shall retain all right, title and interest in and to Denovo Intellectual Property. (ii) All rights, title and interest in Work Product shall vest in Denovo unless otherwise expressly provided in the applicable SOW. (ili) Denovo shall own the Aggregated Data. Denovo may utilize the Aggregated Data for purposes of operating Denovo's business unrelated to the provision of Services hereunder, provided that Denovo shall not reveal any Client Confidential Information. (iv) Except for any license expressly granted in the Agreement, neither the Client nor any third party shall acquire right,title or interest in or to Denovo Intellectual Property or Work Product. (b) Client Ownership. The Client shall retain all right,title or interest to the Client Data. (c) Infringement Indemnity. (i) Infringement Indemnity. Denovo agrees to defend and hold harmless the Client against Claims so long as the Client promptly notifies Denovo in .writing of the Claims. Denovo shall provide such defense at its expense and will pay any costs or damages that may be finally awarded by a court of competent jurisdiction against the Client. Denovo will not indemnify the Client, however, if the Claim is caused by(1)the Client's misuse or modification of the deliverables in a manner that causes the infringement; (li) the Client's failure to use corrections or enhancements to such deliverables made available by Denovo, (III) the Client's distribution, marketing or use for the benefit of third parties of such deliverables or(Iv) information, specifications, software or materials provided bythe Client ora third party. If any deliverable constituting a portion of the Work Product - is, or in Denovo's judgment is likely to become, the subject of a Claim, Denovo, at its expense and option, shall either (a) procure the right for the Client to continue using it, (b) replace it with a non-infringing equivalent, (c) modify it to make it non-infringing, or(d) direct the return of the Work Product and refund to the Client the fees paid for such Work Product less a reasonable amount for the Client's use of the Work Product up to the time of return. (ii) Exclusive Remedy. The foregoing constitutes the Client's sole and exclusive remedy and Denovo's entire liability with respect to Infringement claims. 10. Indemnification. (a) General. The Parties shall have the following general indemnity obligations: (i) Each Party shall indemnify, defend and hold harmless the other and its officers, directors, members, managers, employees, subcontractors and agents from and against any and all taxes, interest, penalties and fines imposed by any governmental agency that are such Party's responsibility hereunder. Master Services Aereement 042314v2 © Denovo-Confidential Trade Secret Paae7nf7 DocuSign Envelope ID:8E7EF07D-F490-4952-AC10-C347796D8AFi D e n OV,0 (ii) Denovo shall indemnify, defend and hold harmless the Client and its officers, directors, members, managers,employees,subcontractors and agents from and against any and all losses arising from claims by third parties relating to bodily injury or death of any person or damage to real and/or tangible personal property directly caused by the negligence or willful misconduct of Denovo, its personnel or agents in connection with the performance of the Services. (iii) The Client shall indemnify, defend and hold harmless Denovo and its officers, directors, members, managers, employees,subcontractors and agents from and against any and all losses arising from claims by third parties relating to bodily injury or death of any person or damage to real and/or tangible personal property directly caused by the negligence or willful misconduct of the Client, its personnel or agents in connection with the performance of the Services. (b) Procedure. To receive any indemnities specified in this Section, the Party seeking indemnification must promptly notify the other Party in writing of a claim or suit and provide reasonable cooperation (at the indemnifying Party's expense) and full authority to defend or settle the claim or suit. The indemnifying Party shall have no obligation to indemnify the indemnified Party under any settlement made without the indemnifying Party's written consent. 11. Limitation of Liability. (a) Limitation of Liability. EXCEPT FOR INDEMNIFICATION CLAIMS AND MATTERS RELATING TO BREACHES OF THE SECTIONS ON INTELLECTUAL PROPERTY AND/OR CONFIDENTIALITY, IF DENOVO SHALL BE LIABLE TO THE CLIENT FOR ANY MATTER RELATING TO OR ARISING FROM THE AGREEMENT, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY, EQUITY, NEGLIGENCE, INTENDED CONDUCT OR OTHERWISE, THE AGGREGATE AMOUNT OF DAMAGES RECOVERABLE AGAINST DENOVO WITH RESPECT TO ANY AND ALL BREACHES; PERFORMANCE,--NONPERFORMANCE, ACTS OR OMISSIONS HEREUNDER WILL NOT EXCEED THE AGGREGATE AMOUNT OF FEES ACTUALLY PAID BY THE CLIENT TO DENOVO UNDER THE SOW OR ORDER DOCUMENT PURSUANT TO WHICH DENOVO IS PERFORMING THE SERVICES OR SELLING THE PRODUCTS GIVING RISE TO SUCH BREACH. (b) Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY OR ITS PERSONNEL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, COSTS, EXPENSES, OR LOSSES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND OPPORTUNITY COSTS) NOR SHALL THEY BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST THE OTHER PARTY BY ANY THIRD PARTY EXCEPT AS OTHERWISE SPECIFICALLY STATED HEREIN. THE PROVISIONS OF THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE, OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING,WITHOUT LIMITATION, NEGLIGENCE),OR OTHERWISE. (c) Limitation on Actions. No action, regardless of form, arising under or relating to the Agreement, may be brought by either Party more than one year after the event giving rise to the cause of action has occurred, except that an action for non-payment may be brought by a Party not later than one year following the date of the last payment due to such Party hereunder. (d) Subcontractor Liability. The exclusions and limitations of liability under the Agreement will operate to the benefit of Denovo's subcontractors under the Agreement to the same extent that such provisions operate to the benefit of Denovo. Any limitations of liability hereunder will be computed for Denovo and its subcontractors in the aggregate. Denovo's subcontractors shall be deemed third-party beneficiaries of this Section. nA-1—ca A- A.,.o.­t n.n�t A„o Trarla ca,rat coo 9..f n DocuSign Envelope ID:8E7EF07D-F490-4952-AC10-C347796D8AF1 1 1 V 12. Insurance. Denovo shall at Its own expense maintain commercial automobile liability insurance and either commercial general liability insurance or, If necessary, professional liability insurance with minimum coverage as outlined below: (a) Business Automobile liability. Covering all vehicles that Denovo owns, hires,or leases with a limit of no less than$1,000,000 per accident/employee. (b) Commercial General Liability. Including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with a minimum limit of no less than$1,000,000 each occurrence and a minimum limit of$2,000,000 in the aggregate. (c) Professional Liability Insurance, Including Errors and Omissions coverage with a limit of no less than $5,000,000 per occurrence and in the aggregate. 13. Dispute Resolution. (a) General. In the event of any Dispute, one Party shall notify the other Party In writing of the Dispute. The Parties shall work together in good faith first to informally resolve the Dispute internally by escalating it as necessary to progressively higher levels of the administrative structure. (b) Mediation. If informal discussion fails,the Parties agree that any and all Disputes shall be submitted for mediation prior to commencing any other legal proceedings. Either Party may commence mediation by providing he other Party a written request for mediation, setting forth the subject of the dispute and the relief requested. The Parties agree to participate In the mediation in good faith and will share the costs equally. The Parties will cooperate in the selection of a mediator from a panel of neutrals and the scheduling of the mediation proceedings.__All offers, promises, conduct-and_statements,,whether oral or written, made in the course of the mediation by any of the parties, their agents, employees,experts and attorneys, are confidential, privileged and inadmissible for any purpose, including impeachment, in other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non- discoverable as a result of Its use in the mediation. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled from the date of the written request for mediation until fifteen (15) days after the conclusion of mediation. The Parties will take such action, if any, required to effectuate such tolling. (c) Equitable Relief._- In the event mediation is unsuccessful, either Party may seek preliminary or other equitable relief from a court of law of competent jurisdiction at any time. 14. Authority. Each Party represents and warrants to the other that (1) it is duly organized, validly existing and In good standing under the laws of the state in which it Is organized or incorporated, (ii) it has all requisite power and authority to enter into the Agreement and to perform its obligations hereunder,and the execution of the Agreement and (ill) it has been duly authorized to consummate the transactions contemplated in the Agreement. 15. Marketing. The Client agrees to allow Denovo the nonexclusive use of the Client's name and trademarked logo on Denovo's website, in marketing materials and in media releases. Upon the Client's request, Denovo will provide the Client a copy of any such marketing materials in which the Client Is referenced. 16. Law and Regulation. Each Party shall be responsible for obeying Laws applicable to its business, Including,without limitation, data privacy, intellectual property,employment and tax laws. Master Services Agreement 042314v2 © Denovo-Confidential Trarla Barret u.oa o of 4 DocuSign Envelope ID:8E7EF07D-F490-4952-AC10-C347796D8AF1 Denovo 17. Miscellaneous. (a) Modification. The Agreement may not be modified or amended except by a Supplement or other written instrument executed by or on behalf of each of the Parties to the Agreement which specifically states that it amends the Agreement. (b) Waiver. The failure of either Party to insist upon strict performance of any of the provisions contained in the Agreement shall not constitute a waiver of its rights as set forth in the Agreement, at law or in equity,or a waiver of any other provisions or subsequent default by the other Party. (c) Survival. The provisions of Sections 4, 6, 7,8, 9, 10, 11, 13, 15, 16 and 17 shall survive, notwithstanding the termination or invalidity of the Agreement for any reason. (d) Entire Agreement. The Agreement, including any addenda, exhibits, attachments, Supplements, SOWS and Schedules, constitutes the entire agreement between Denovo and the Client with respect to the subject matter hereof and supersedes all other oral and written representations, understandings or agreements relating to the Agreement. (e) Force Majeure. Except for payment of money, neither Party shall be liable for any delays or other non- performance resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, or any law, order or requirement of any government agency or authority. If) Notices. Wherever under the Agreement one Party is required or permitted to give notice to the other Party, such notice shall be in writing and shall be delivered personally, sent by facsimile transmission, sent by ---nationally recognized express-courier;sent bycertified mail (return-receipt requested), or sent by email. Any- such notice shall be deemed given when actually received and shall be addressed as follows: If to Client: City of Kent 220 Fourth Avenue South Kent, WA 98031 Attention: Curt Ryser Email:cryser@kentWA.Rov If to Denovo: Denovo 6328 Monarch Park Place Niwot, CO 80503 Attention: Legal Department Email: legal-notices@denovo-us.com With a copy to: Ireland Stapleton Pryor& Pascoe, PC 717 17th Street,Suite 2800 Denver, Colorado 80202 Attention: Michael R. Miller Email: mmiller@irelandstapleton.com n now.,.,,. Trod.G.,rr t Page 10 of 10 DocuSign Envelope ID:8E7EF07D-F490-4952-AC10-C347796D8AF1 Den%JY Either Party may change Its address for notices upon giving written notice of the change to the other Party in the manner provided above. (0) No Third Party Beneficiaries. Nothing contained in the Agreement is intended to confer upon any person (other than the Parties hereto, the Indemnities specifically identified in Section 10, and any subcontractors expressly mentioned elsewhere in the Agreement)any rights, benefits or remedies of any kind or character whatsoever, and, except as otherwise specifically stated herein, no person shall be deemed a third party beneficiary under or by reason of the Agreement. - (h)- -Counterparts. The Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one agreement binding on the Parties, notwithstanding that both Parties are not signatories to the original or the same counterpart. A facsimile or other electronic copy of a signature on the Agreement shall be acceptable as and deemed to be an original signature. (i) Severobility. If any term or condition of the Agreement or the application thereof to any person(s) or circumstances is held invalid,such invalidity shall not affect otherterms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of the Agreement are declared severable, (j) Governing Law; Jurisdiction; Attorney Fees. The Agreement, shall be governed by, and construed in accordance with, the venue, laws and jurisdiction of the State of Washington. Each Party hereby irrevocably consents and waives any objection to the personal jurisdiction and venue of the state and federal courts for King County, Washington. In the event of any dispute, claim, or litigation between the parties arising from or connected to this Agreement,each party will be responsible to pay all its legal costs and attorney fees. (SIGNATURE PAGE TO FOLLOW] Master Services Agreement 042314v2 ©Denovo-Confidential Trade Secret pa PP 11 of 11 DocuSign Envelope ID:8E7EF07D-F490-4952-AC70-C347796D8AF1 Denovo IN WITNESS WHEREOF, Denovo and the Client have executed this Master Services Agreement as of the date set forth above. DENOVO VENTURES, LLC tir By: Name: Ronald E. English Title: Executive Vice President Date: 6/23/2015 City of Kent B • Name: MA Title: ZT1 Date: PACKOFffceA nFVes1W'/J-1T(icuem6101S➢molroCll)'aMenl-WAA I9,i6ea NA—t., Ae,.omont OATA140 n Denovo-Confidential Trade Secret Page 12 of 12