HomeMy WebLinkAboutIT15-230 - Amendment - #1 - Denovo Ventures LLC - Master Services Agreement - 09/27/2017 E% ce-% rds M
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CONTRACT COVER SHEET
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
JD Edwards Number
Contract Number: Using Prier IT15-230
This is assigned by City Clerk's Office
Project Name: 7DE Professional Services Agreement - Addendum
Description: ❑ Interlocal Agreement ❑ Change Order F-1 Amendment ❑ Contract
0 Other: Addendum to IT1.5-230
Contract Effective Date: 10/01/2017 Termination Date: 03/31/2018
Contract Renewal Notice (Days): 30
Number of days required notice for termination or renewal or amendment
Contract Manager: Curt Ryser Department: Information Technology
Contract Amount: $2 840
Approval Authority: ❑ Department Director ❑ Mayor H City Council
Detail: (i.e. address, location, parcel number, tax id, etc.):
As of, 08/27/14
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ADDENDUM ool
This ADDENDUM amends the Master Services Agreement, dated as of the 9th day of March, 2015, 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").This Addendum shall have
the meaning set forth herein.
Master Services Agreement shall be amended as follows:
1. Revise Section S. Term and Termination; (a) Term—The last sentence in this section shall be deleted in its
entirety and replaced with the following:
"Either party may terminate this MSA by providing the other Party thirty (30) days advanced written
notice of termination".
2. Revise Section 8. Confidentiality; (a) General - The following will be deleted from the end of the last
sentence "without the prior written consent of the other Party".
3. Revise Section 8. Confidentiality; (e) Compelled Disclosure -The following will be deleted from the end of
the last sentence "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".
4. Revise Section 9. Ownership of Intellectual Property; (ii) - This section shall be deleted in its entirety and
replaced with the following "All rights, title and interest in Work Product shall vest in Client unless otherwise
expressly provided in the applicable SOW".
5. Revise Section 9. Ownership of Intellectual Property; (1v)The following shall be deleted from the end of this
section "or Work Product".
6. Revise Section 10. Indemnification; (a) General —Subsection (ii) and (iii) shall be deleted and replaced with
the following:
(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
claims, damages, or losses, including legal costs and attorney fees, arising out of or in
connection with Denovo's performance under the agreement, or 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 misconduct of Denovo, its personnel or agents in
connection with the performance of the Services.
(iii) This subsection shall be deleted in its entirety.
7. Revise Section 11. Limitation of Liability; (a) Limitation of Liability —This section shall be deleted in its
entirety and replaced with the following:
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"IF D�ENOVO SHALL BE LIABLE TO THE CLIENT FOR ANY MA]ITER 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 'rHE AGGREGATE AMOUNT
OF FEES ACTUALLY PAID OR PAYABLE BY THE CLIENT TO DENOVO, UNDER THE SOW OR ORDER
DOCUMENT PURSUANT TO WHICH DENOVO IS PERFORMING THEI SERVICES OR SELLING THE PRODUCTS
GIVING RISE TO SUCH BREACH.
B. Revise Section 11. Limitation of Liability; (C) Limitation On Actions—This section shall be replaced with the
following;
"No action, regardless of form, arising Linder or relating to the Agreement, may be brought by either
Party more than Three years 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".
This addendum, including the agreement of which it is a part, is a complete and exclusive statement of the
agreement between the parties, which supersedes all prior or concurrent proposals and understandings,
whether oral or written, and all other communications between the parties relating to the subject matter of this
addendum. Notwithstanding anything to the contrary in the agreement, in the event of a conflict between the
terms and conditions of this addendum and those contained within the agreement, the terms and conditions of
this addendum shall prevail. All other terms and conditions remain unchanged and are ratified hereby. This
addendum shall not be effective until executed by client and accepted and executed by an authorized
representative of Denovo, LLC.
IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by their duly authorized
representatives effective as of the later of the date below.
DENOVO VENTURES, LLC
RDocuSigned pry,:pry,:By: y"Ki&S
hbIRA°�1'CfSfinol I y
Name:
Title: EVP
Date: 9/19/2017
City of Kent
By:
Name.=
Title:
Date:
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ED A check in this box indicates that this agreement has been changed from the original.
MANAGED SERVICES STATEMENT OF WORK
This MANAGED SERVICES STATEMENT OF WORK ("Managed Services SOW"), dated as of 22 d day of
September, 2017 ("Effective Date"), is by and between DENOVO VENTURES LLC, a Colorado limited liability
company ("Denovo"), and City of Kent, WA, a Washington state municipality (the "Client") (each a "Party"
and together the "Parties").
Pursuant to Section 3 (Scope of Services), in the Master Services Agreement (MSA) and the applicable
Managed Services Supplement, Denovo and Client desire to enter this Statement of Work for the performance
by Denovo of certain Managed Services, described herein. This Statement of Work provides details of the
Services, Definitions, Service-specific terms, the responsibilities of the party's, one-time and recurring fees,
and the Change Control Process.
Effective Date:September 22,2017
Delivery Period: October 1,2017 through March 31, 2018
1. Definitions.
As used in this Statement of Work the following terms shall have the respective meanings set forth therein.
Other terms used in this Statement of Work are defined in the context in which they are used and shall have
the meanings therein indicated.
i. Agreement. Each SOW and/or Order Document(s) combined with the corresponding Supplement and
MSA shall constitute an independent contract
ii. 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 Statement of Work
iii. Change Order Process, The process by which Changes are made to the Services and more fully described
in this Statement of Work
iv, Change Order Request or COR. The form the Parties will use to communicate changes to the Services.
The Change Order Process is defined in this Statement of Work.
v. Customer Care Portal, A web based service that allows Clients to report problems, request information
and view system metrics
vi. Incident. An unplanned interruption or reduction in the quality of Services that adhere to severity levels
set forth in this Statement of Work
vii. Initial Term. The period effective from the primary Service Start Date to the planned Services
termination date
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viii. In-Scope. Services that are covered under the base agreement between Denovo and Client
ix. Out-Of-Scope. Services that are NOT defined as Services under the base agreement between Denovo
and Client, and that may require an additional Statement of Work
x. Service. Generally, all of the services Denovo agrees to provide the Client as set forth in the SOW.
xi. Service Start Date. The date Denovo notifies Client (in writing via email) of readiness and enables access
to the Services for Client use, recurring invoicing begins
xii, SOW Term. The period of time beginning with the Service Start Date stated in this Statement of Work
and continuing through the end of all Initial Term(s) and any renewal term(s), unless Client access to the
Services is earlier terminated pursuant to the terms of the Agreement
2. Term and Termination.
The initial term of this Statement of Work is Six (§) months following the Service Start Date. At the end of the
Initial Term this Statement of Work shall automatically renew on a month-to-month basis until terminated by
either party upon thirty (30) days written notice to the other party. Denovo may adjust pricing after the initial
Term upon forty(40) days written notice to Client.
If Client terminates this Statement of Work without cause, i.e.,for convenience, during the Initial Term of this
Statement of Work, or if Denovo terminates this Agreement due to any uncured default by Client, Client shall
be liable for the following fees:
All amounts owed for Services provided by Denovo up to and including the date of termination
• One hundred percent(100%) of all deferred payments
• A pro-rata portion of any charges or fees previously waived by Denovo
• An early termination charge equal to fifty percent (50%) of the Monthly Recurring Charges identified
in this Statement of Work multiplied by the number of months remaining in the Initial Term
3. Services.
Eniterprise0ne Application Support
Denovo Enterprise0ne Application Support will enable the City of Kent to engage Denovo to help,deliver the
necessary expertise and support requested by the business that the City of Kent's in-house expertise cannot
accommodate. The functional areas covered under this Application Managed Services agreement include
Payroll and Account Payable.
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Denovo consultants shall have the applicable software release expertise necessary to fulfill the requirements
of the below support tasks.
Application Managed Services (Payroll and Account Payable)
Provide advice and guidance to the company lT On Demand Iles Yes 7AM—5PM
department on JD Edwards EnterpriseOne Pacific
configuration standards and guidelines.
Provide expert advice to company business On Demand Yes Yes 7AM—5PM
analysts where they require assistance while Pacific
supporting development activities for the
company.
When asked to perform functional work, On Demand Yes Yes 7AM—5PM
research vanilla possibilities where possible, Pacific
even when not asked to do so, and present the
best option before commencing with changes.
'Support'-Assist with issue troubleshooting,to On Demand Yes Yes 7AM—5PM
help identify problems with using,the system. Pacific
Use My Oracle Support to research known
issues and locate ESUs where applicable, open
cases and/or participate on case with My
Oracle Support where applicable.
'Existing'::Adjust, refine,enhance or fix existing On Demand Yes Yes 7AM—5PM
configuration and setup as requested by client. Pacific
'New': Provide for previously unused vanilla On Demand Yes Yes 7AM—5PM
functionality to address business requirements Pacific
not addressed during the implementation but
now requested by the City of Kent.
'Document': Provide documentation as it On Demand Yes Yes 7AM—5PM
relates to new configuration or configuration Pacific
changes.
'Knowledge Transfer': Participate in web On Demand Yes Yes 7AM—5PM
meetings with IT personnel and/or users in Pacific
support of resolving issues,sharing knowledge
and providing functionality demonstrations.
4. Database Administration(DBA)Services.
Assumption: Client does not require Database Managed Services support from Denovo. These work tasks and
support activities are not in the scope of this Statement of Work.
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S. Oient Support Policy.
The following table shows the targets for response and resolution times for each priority level.
Client's production systems are stopped or so severely I
r l mp n ot r y work.
impacted that Client cannot reasonably continue 15
Client experiences a complete loss of service. The f 3 Minutes Best Effort 1 Hour
impacted operation is mission critical to the business and Severity 1
the situation is an emergency, A Severity 1 service request
has one or more of the following characteristics:
1. Environment is down and/or inaccessible by Client's
End Users
2. Data is corrupted,resulting in a complete halt to
Client's business operations
3. Environment hangs indefinitely,causing indefinite
delays for critical resources or response
Denovo will use reasonable efforts to respond to Severity I
service requests within 15 Minutes. Denovo will work 240
until the Severity 1 service request is resolved, a
reasonable work-around is put in place,or as long as useful
progress can be made. Client must provide Denovo with a
contact during this 247 period to assist with data
gathering, testing, and applying fixes. Client is required to
propose this severity classification with great care, so that
valid Severity 1 situations obtain the necessary resource
allocation from Denovo.
Client experiences a severe loss of service. Important i
features of the production systems are unavailable with no 2 Hours Best Effort 4 Hours
acceptable workaround; however, operations can continue
in a restricted fashion.
I Severity 2
Client experiences a minor loss of service.The impact is an
inconvenience,which may require a workaround to restore 12 Hours Best Effort 48 Hours
functionality.
Severity 3
Client requests information, enhancement, or
documentation clarification regarding a Denovo Service, 24 Hours Best Effort 72 Hours
but there is no impact on the production systems. Client 0
experiences no loss of service. Severity 4
At the time Denovo receives a service request, Denovo will record an initial severity level of the service
request based on the above severity definitions. Denovo's initial focus, upon receipt of a service request, will
be to resolve the issues underlying the service request.The severity level of a service request may be adjusted
by client.
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If, during the service request process,the issue no longer warrants the severity level currently assigned based
on its current impact on the production systems, then the severity level will be downgraded to the severity
level that most appropriately reflects its current impact.
If, during the service request process, the issue warrants the assignment of a higher severity level than that
currently assigned based on the current impact on the production systems, then the severity level will be
upgraded to the severity level that most appropriately reflects its current impact.
Client shall ensure that the assignment and adjustment of any severity level designation is accurate based on
the current impact on the production systems. Customer acknowledges that Denovo is not responsible for any
failure to meet performance standards caused by Customer's misuse or misassignment of severity level
designations.
For service requests that are escalated to the next level manager,the Denovo support analyst will engage the
Denovo service request escalation manager who will be responsible for managing the escalation. The Denovo
service request escalation manager will work with the Client to develop an action plan and allocate the
appropriate Denovo resources. If the issue underlying the service request continues to remain, unresolved, the
Client may contact the Denovo service request escalation manager to review the service request and request
that it be escalated to the next level within Denovo. To facilitate the resolution of an escalated service
request,the Client is required to provide contacts within the Client's organization that are at the same level as
that within Denovo to which the service request has been escalated. Client shall make the final determination
regarding the appropriate severity level.
Client questions or requests for an exception to the Denovo Client Support policy must be made via a Change
Order Request.
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Client Support Tiers-The following details and describes our Support Tier levels:
Tier I Support All support incidents begin in Tier 1, where the initial trouble ticket is created. The
issue is identified and clearly documented, and basic hardware/software
troubleshooting is initiated.
Tier 2 Support All support incidents that cannot be resolved with Tier 1 Support are escalated to Tier
2, where more complex support on hardware/software issues can be provided by
more experienced engineers.
Tier 3 Support Support Incidents that cannot be resolved by Tier 2 Support are escalated to Tier 3,
where support is provided by our most experienced, senior engineers who have the
ability to collaborate with 3rd party (vendor) support engineers to resolve the most
complex issues.
C. Assumptions and Limitations.
In order for Client's existing environment to qualify for Services,the following requirements must be met:
• All Servers must be at the currently supported OS level or one version back, and have all of the latest
patches and Critical Updates installed.
• All Desktop PC's, and Notebooks/Laptops with Microsoft Windows Operating Systems must be running a
supported version as it relates to the ERP version of the software, and have all of the latest Microsoft
Service Packs and Critical Updates installed. This is especially important as it relates to supported browser
versions.
• All Server and Desktop Software must be Genuine, Licensed and Vendor-Supported,
• The environment will have a currently licensed, up-to-date and Vendor-Supported Server-based Antivirus
Solution protecting all Servers and Developer Workstations.
• Client shall advise Denovo of regulatory requirements or obligations which may affect Denovo's provision
of the Services.
• Client agrees to comply with each third party end-user license agreement("EULA").
The following services and costs are not included in this Statement of Work and are Out-Of-Scope:
• The cost of any Software, Licensing, or Software Renewal or Upgrade Fees of any kind.
• The cost of any 3rd Party Vendor or Manufacturer Support or Incident Fees of any kind.
• The cost to bring Client's environment up to minimum standards required for Services.
• Failure due to acts of God, building modifications, power failures or other adverse environmental
conditions or factors not under control of Denovo employees.
• Maintenance of other Application software packages besides Enterprise0ne.
• Programming (modification of software code) and program (software) maintenance unless as specified in
the services table.
• Training Services of any kind unless specified in the services table.
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7. Service Fees
The following table outlines proposed one-time and monthly fees based on the Service options selected. Fees
will commence as of the Service Start Date. Taxes are not included. All fees are in U.S.dollars.
IBM
Application Managed Services, $2,200 $ 3,700
This service includes an on-boarding process covered by the One-
Time Setup Fee to introduce consulting support team to City of
Kent's system and EnterpriseOne configuration support for
Payroll, Human Resources and Accounts Payable.
This service includes Help Desk support during support timeframe
for JD Edwards Payroll, Human Resources and Accounts Payable
Applications Managed Services support tasks and activities.
Base rate=$3,700/mo.for Application Maintenance and
Support Services(capped at 20 hours per month)
Bracketed Prices for Application Maintenance and Support Hours
(above and beyond 10 hours per month):
0 21—40 hours per month=$185/hour
® 41-80 hours(hours past 40) =$175/hour
0 81-120 hours(hours past 80) =$165/hour
...........
�otal Ongoing Monthly $3,700
Fee Payment Schedule for Managed Services. Unless otherwise agreed to in writing by both parties,
Denovo will invoice the Client on a monthly basis for Managed Services delivered, commencing the month of
Service Start Date at the rates specified in Section 7(Service Fees).
8. Pricing Assumptions.
if it is necessary for Denovo to provide Time and Materials (T&M) Services for additional Client discovery, the
Denovo Professional Consulting Services group will provide a separate Statement of Work that defines
timelines,tasks and the services rate per hour required to complete the work.
Client is responsible for proper execution of the agreement, any omission of pre-requisites or addition of
services by Client shall result in a project Change Order Request, or support will be best effort on a next
business day basis.
Additional Services requested by Client and added to the SOW within 90 days of Client's and Denovo's
acceptance of the SOW ("Acceptance") will be priced according to the fees listed at the time of SOW
Acceptance. Any additional Services requested by Client after 90 days from the date of Client and Denovo's
Acceptance of the SOW will be subject to the then current rates for such Services.
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Any requested Change to the Client's environment once it has been implemented may be subject to time and
material fees.
Additional Services may be added or deducted via the Change Order Request process as defined in Section 10
of this Statement of Work,
It is understood that any Federal,State or Local Taxes applicable shall be added to,each invoice for Services or
materials rendered under this Agreement. Client shall pay any such taxes unless a valid exemption certificate
is furnished to Service Provider for the State of use.
9. Statement of Work Acceptance.
Subject to the notice provisions below,. Denovo reserves the right to modify or discontinue Services and to
introduce new Services and features. Denovo shall make available to Client all new services and features
offered to all of our other clients. Denovo may, in our sole discretion, discontinue a Service at any time.
Denovo will give the Client 90 days notice of the discontinuance of a Service. Discontinuance does not affect
Orders accepted prior to the date of discontinuance, but new orders for a Service will not be accepted after
the date the Service is discontinued.
Denovo may, in our sole discretion, modify a Service from time to time, for example to work with new third
party products and services and to stay current with changing standards. Denovo will give the Client 30 days
written notice of the modification of a Service and of substantive modifications to a Service Description. Such
modifications will affect both existing Services and new Orders. Client may cancel Order(s) for that Service,
with twenty (20) days'written notice following receipt of a notice of modification to a Service, without liability
for cancellation charges if the modification has made the Service materially less useful to Client in Client's
reasonable discretion.
10, Change Order Process.
A Change Order Request ("COR") is the method by which either Party may communicate and eventually
effectuate Changes to the Services. Please see the Change Order Request form.
The Client or Denovo may request Changes by initiating the Change Order Process. To initiate the Change
Order Process, the Party requesting the Change must fill out the Change Order Request form attached hereto
and submit it to the appropriate project leader of the other Party. The Change Order Request must at a
minimum describe the requested Change in sufficient detail for the Client and Denovo to make a reasonable
assessment of the request.
The Client and Denovo will review the Change Order Request promptly and follow up with each other as
necessary for further clarification or to discuss the impact that the Change will have on the Services,
deliverables, implementation schedule, Service Availability Levels, terms and conditions, and Client fees. A
Change Order Request will not be effective nor will a Change be implemented unless the Change Order
Request is executed by duty authorized representatives from both the Client and Denovo.
Upon mutual acceptance of the Change Order Request, it becomes part of the entire agreement between
Denovo and the Client with respect to the subject matter hereof. Denovo will provide a copy of all mutually
accepted Change Order Requests to the Client for future reference.
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Denovo
Each Party will be responsible for all costs and expenses incurred by it in participation of the Change Control
Process unless otherwise agreed in writing. The failure of either Party to insist upon strict performance of the
Change Order Request process for every Change shall not constitute a waiver of its rights as set forth in the
Agreement, at law or equity.
[SIGNATURE PAGE TO FOLLOW]
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Denovo
IN WITNESS WHEREOF, Denovo and the Client have executed this Statement of Work as of the date set forth
above.
DENOVO VENTURES, LLC
—DocuSigned by:
By:
JLMO'S ('6wa�
I 476M',)51 E4E9
Name: Thomas Connolly
Title: EVP
Date: 9/19/2017
CITY OF KENT,WA
By,
Name
Title: W4111-�
Date: fl"7
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1-1 A check in this box indicates,that this agreement has been changed from the original,
CONSULTING STAFF AUGMENTATION SERVICES STATEMENT OF WORK
This CONSULTING STAFF AUGMENTATION SERVICES STATEMENT OF WORK("Consulting Services SOW"), dated
as of the 11'h day of September, 2017("Effective Date"), is by and between DENOVO VENTURES LLC(Denovo),a
Colorado limited liability company ("Denovo"), and the City of Kent, WA, a Washington State municipality (the
"Client") (each a "Party"and together the"Parties").
Pursuant to Section 3(Scope of Services), in the Master Services Agreement (MSA), Denovo and Client desire to
enter this Statement of Work for the performance by Denovo of certain consulting services, described herein,
This Statement of Work provides details of the Services, related Products if any, Definitions, Service-specific
terms, the responsibilities of the party's one-time and recurring fees, Change Control Process, and third party
license agreements as applicable.
Term of the Statement of Work: One calendar year from the Effective Date
Delivery Period: September 22,2017 through September 21,2018
Description of Scope of Services: Upon Client's acceptance, Denovo will provide to you consulting staff
resources who at your direction, will provide you with up to 88 billable hours to assist you with the following
services:
1. Applications and or Technology Under Management: The applications listed in Appendix A shall be
considered in scope for this Statement of Work.
2. Delivery Services: Provide up to 88 billable,hours to assist you with the following.
2.1 Provide functional knowledge of JDE Enterprise0ne applications to assist the City in supporting
and troubleshooting requests from users of the system.
2.2 Provide developers to work at your direction on augmenting the existing functionality of the
target systems to meet the business requirements as defined by Client.
23 Provide technical assistance to work at your direction to assist in installing and configuring the
target systems identified by Client.
3, Staff Augmentation Coordination Services: Denovo, will provide up to 8 billable hours for the following
services to the Client:
3.1. Coordinate the estimation of effort, timing and resources required to fulfill Support Requests
submitted by the City of Kent for work to be performed by Denovo. Upon approval of a Support
Request estimate, assign and schedule Denovo resources to perform the work.
3.2. Serve as single point of contact for your project manager to provide a communication mechanism
to address issues regarding Denovo staffing, performance, scheduling, or request for changes to the
services being provided.
33. Assist your Project Manager with the following:
3.3.1. Coordinate on-boarding and off-boarding of Denovo Consulting staff to your project(s)
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3.3.2. Consolidate (if needed) and provide status report(s) to agree upon intervals, not more
than weekly, comprised of weekly accomplishments; task to be completed the following week;
issues and risks identified by the Denovo Consultant(s); and hours worked for the week.
3.4. Escalate issues identified by Denovo Consultants,to your project manager.
3.5. Conduct monthly financial review with your project manager.
4. Client Project Obligotion
4.1. Maintain the properly configured hardware and operating system platform to support the services.
4.2. Obtain software licenses under separate contract for any necessary software and hardware
programs before the commencement of services and installing all current software and hardware
updates.
4.3. Maintain annual technical support for the software and hardware under separate contract
throughout the term of the services.
4.4. Provide Denovo with full access to relevant internal functional, technical and business resources
with adequate skills and knowledge to support the performance of services as detailed in the
Engagement Scope Report.
4,5. Provide, for all Denovo resources performing services at your site, a safe and healthful workspace
(e.g. a workspace that is free from recognized hazards that are causing, or likely to cause, death or
serious physical harm, a workspace that has proper ventilation, sound levels acceptable for resources
performing services in the workspace,and ergonomically correct work stations,etc.).
4.6. Provide any notices,and obtain any consent, required for Denovo to perform services.
4.7. Limit Denovo's access to any production environment or shared development environments to
the extent necessary for Denovo to perform services and when access is required notify Denovo of when
it will be entering production and shared development environments.
4.8. Limit Denovo's access to any protected or sensitive data and when access is required notify
Denovo of when it will be accessing protected or sensitive data environments.
4.9. Be responsible for day to day management of the project work schedule and associated outputs.
4.10. Provide a single point of contact for all communication from Denovo regarding the project.
4.11. All Support Requests for assignment of De,novo, resource(s) shall be directed to the Denovo, Staff
Augmentation Coordinator and not the Denovo Consultant(s).
5. Project Assumptions
5.1, This is a time and materials project. Client will be billed for actual billable hours attributed to the
reporting, project time and for any expenses associated with the project.
5.2. If Client requires dedicated full time resource(s) which is defined as a minimum of 40 hours a
week,the Client will be charged a minimum of 40 hours a week regardless of project stop-start periods.
5.3. If the Client requires part time resource(s) which is defined as less than 40 hours a week to
conduct "ad hoc" services, Client acknowledges that Denovo resource(s) may not be immediately
available and assigned to the Client upon Client's request, Denovo will assign resource(s) as soon as
possible to the Client who shall possess the requisite skill and competencies required to, perform the
assigned task in the Delivery Services section of this Statement of Work.
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Denov""'o
5.4. All requests for onsite services must be for a time period of no, less than one (1) week (40 billable
hours).
5.5. The estimated billable hours and associated fees contained herein are by definition an estimate
only, and are not guaranteed to be sufficient to complete all services.
5.6. The fee estimate is an estimate only, and is based on a mutually agreed assistance model from the
limited information provided by you and presumes your active participation.
5.7. On-site services shall be conducted at your facilities located at Kent, WA or other mutually agreed
upon location(s).
5.8. Services may also be conducted at Denovo's facilities or Consultant's home office unless mutually
agreed otherwise by both parties.
5.9. Denovo's standard documentation format is acceptable for any documentation prepared during
the performance of the services.
5.10. Payment to Denovo will be based upon the effort (hours) expended and is not tied to any
subsequent task outputs or deliverables that are a result of the services.
6. Client Project Management
6.1. Client shall designate a project manager who shall be solely responsible for (i) project
management associated with the services and (ii) direction of services provided to the Client by Denovo.
Denovo will provide services under the direction of such project manager, who shall make all decisions
in connection with anything relating to project management and direction of the services.
7. Billing Rates
ME Enterprise0ne Functional Consultant 185.00 16 $ 2,960.00
JIDE EnterpriseOne CI IC Consultant 175.00 8 $ 1,400.00
JDE Enterprise0ne Developer 150,010 56 $ 8,400.00
..........
Project Coordinator 115-00 8 $ 920.00
Total,Cost: 88_1 $ 13,680.00
*Denovo rates listed above apply to this Statement of Work only
"Should the estimated fees be exhausted before services under this SOW are completed, Denovo will halt
services until additional funds have been allocated per the Change Order Request process as defined in Section
J.O. If a Change Order is not completed, Denovo will consider the services complete and final invoices will be
processed.
Fee Payment Schedule for Consulting Services. Denovo will invoice the Client on a time and materials weekly
basis for Consulting Services delivered, commencing one week after the Service Start Date at the rates specified
in Section 7 (Billing Rates) which shall be due upon receipt.
Consulting Staff Augmentation Services Statement of Work V2.1 Denovo-Confidential Trade Secret Page 3 of 9
Doc,uSign Envelope ID:A63C7DE2-70DA-447C-A85A-891692F26465
F
Denov"10
Method of Payment. Unless otherwise agreed to in writing by both parties, all amounts to be paid to Denovo
under this Statement of Work shall be paid in U.S. dollars and may be made using electronic or automated
clearing house (ACM), automatic bill pay mechanisms, or by federal wire transfer to the account or accounts
designated below.
Denovo Ventures, LLC
ACM/Wire: Pacific Mercantile Bank
ABA/Routing: #122242869 Acct: #42696200
Beneficiary PMB Customer Account Name: Denovo Ventures Holdings, LLC
For International Wire instructions, please contact: ARODDenovo-Lls.conq
8. Service,Fee Assumptions
Services may be added, revised or deducted via the Change Order Request process as defined in Section 10 of
this Statement of Work.
It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for Services or
materials rendered under this,Agreement. Client shall pay any such taxes unless a valid exemption certificate is
furnished to Service Provider for the State of use.
9. Expenses
Expenses are not included in the rates noted above. Expenses will be charged to the Client based on the
following table:
Airfare Actual Cost Per Denovo Travel and Expense Policy
Meals Per Diem, Per Denovo Travel and Expense Policy
Lodging Actual Cost Per Denovo Travel and Expense Policy
Auto Mileage Actual Cost Per Denovo Travel and Expense Policy
Parking Actual Cost Per Denovo Travel and Expense Policy
Taxis, Car Rentals,Gasoline Actual Cost Per Denovo Travel and Expense Policy
Laundry(if onsite for 5+straight days) Not Reimbursed
Other incidental expenses Not Reimbursed
*Actual Cost, Per Diem, Not to Exceed, or Not Reimbursed
10. Change Order Process
The Client or Denovo may request Changes by initiating the Change Order Process. To initiate the Change Order
Process, the Party requesting the Change must fill out the Change Order Request form attached hereto and
submit it to the appropriate project leader of the other Party. The Change Order Request must at a minimum
Consulting Staff Augmentation Services Statement of Work V2.1 0 Denovo-Confidential Trade Secret Page 4 of 9
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V 0
Denov"'
describe the requested Change in sufficient detail for the Client and Denovo to make a reasonable assessment of
the request.
Upon mutual acceptance, the Change Order shall be executed by duly authorized: representative from both the
Client and Denovo and then becomes part of the entire agreement between Denovo and the Client with respect
to the subject matter hereof. Denovo will provide a copy of all mutually accepted Change Order Requests to the
Client for future reference.
Each Party will be responsible for all costs and expenses incurred by it in participation of the Change Control
Process unless otherwise agreed in writing, The failure of either Party to insist upon strict performance of the
Change Order Request process for every Change shall not constitute a waiver of its rights as set forth in the
Agreement,at law or equity.
11. Other Terms and Conditions
[SIGNATURE PAGE TO FOLLOW)
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Denov"'I" o
IN WITNESS WHEREOF, Denovo and the Client have executed this Statement of Work as of the date set forth
above.
DENOVO VENTURES, LLC
DocuSlgned.ay;
By.C09YROA835lEmas4,&nnolly
81GG
Name:
Title: EVP
Date: 9/19/2017
City of Kent,WA
By:
Na
Title:
Date: -0//"1
Consulting Staff Augmentation Services Statement of Work V2.1 a Denovo-Confidential Trade Secret Page 6 of 9
DocuScgn Envelope ID:A63C70E2-70DA-447C-A85A-891692F26465
Deno1Irf
0
Appendix A—Applications in Scope
JDE El Application Modules In Scope(Yves or No)
FOUNDATION-OVR,Watchlists,Query,Cafe 1,El Pages Yes
FOUNTATION-U'PK No
DIS- Plant&Equipment Maintenance No
DIS-Advanced Pricing No
DIS-Advanced Stock Valuation No
DIS-Agreement Management _ No
DIS-Configurator No
DIS-CRM for Sales(Sales Force Automation) No
DIS-CRM for Support No
DIS-Customer Relationship Management(Sales) No
DIS-Customer Relationship Management(Support) No
DIS-Customer Self Service No
DIS-Demand Scheduling No
DIS-EDI (832,840,843,844,845,849,850,852,855,856,860,861,862,865) No
DIS-Inventory Yes
DIS-Mobile Apps No
DIS-Procurement Yes
DIS-Requisition Self Service Yes
DIS-Sales Order Mngmt No
DIS-Service Mngmt(Service,Warranty,Case Mngmt) No
DIS-Supplier Self Service No
DIS-Transportation Management No
DIS-Warehouse Management No
FIN -Accounts Payable Yes
FIN-Accounts Receivable Yes
FIN-Address Book Yes
FIN-Adv Cost Accounting(Profit Mngmt) No
FIN -Change Management No
FIN -Contract Billing No
FIN -EDI(810-Invoice,820-Pymt,821-Fin Stmt,823-Lockbox) No
FIN-Financial Management Reports Yes
FIN -Fixed Assets Yes
FIN-General Ledger Yes
FIN-Grant Management Yes
FIN-Homebuilder No
FIN-Job Cast, Yes
FIN-Localizations-Asia Pacific No
FIN-Localizations-EMEA No
FIN-Localizations-LACA No
FIN-Mobile Apps No
FIN-Real Estate(Property Mngmt) No
Consulting Staff Augmentation Services Statement of Work V2.1 (D Denovo-Confidential Trade Secret Page 7 of 9
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.!'DE El Application Modules In Scope(Yes or No)
FIN-Service Billing No
HRM- Payroll(Mobile Apps) Yes
-------------
HRM-Applicant Tracking No
HRM-Certifications/skills Yes
HRM-Health&Safety No
HRM-Human Capj4l Management Self Service Yes
HRM -Human Resources Yes
HRM-Payroll (US, CAD,Australia/NZ, Yes
HRM-Time and Labor, Expense Mngmt, Benefits Yes
MFG-Advanced Supply Chain Planning No
MFG-Apparel Management No
MFG-Blend Management No
MFG-CRP No
MFG-Demand Flow Manufacturing No
...............
-MFG- DRP/MRP/MPS No
MFG-EDI (830-Forecast) No
MFG-Engineer to Order&Project Manufacturing No
-MFG-Engineering Change Mngmt ................. No
MFG-Forecasting No
MFG-Grower Management No
MFG-Mfg,Accounting No
MFG-Plant Manager Dashboard No
...............
MFG-Product Costing No
MFG-Product Data Mngmt No
-MFG-Quality No
MFG-Shop Floor No
EquiplQ-Equipment Rental Solution No
EquiplQ-Equipment Service No
EquiplQ-Equipment Sales No
EquiplQ-Parts Counter Sales Solution No
........------ ------
JDE El-Technology Related (GI C) In Scope(Yes or No)
or value
Software Version/ESUI Level (if known) El 9.1
Tools Release TR 9.1.5
Server OS Version MS Server 2008 R2
Database SQL Server 2008 R2
Additional Servers(ie: AIS, BIP, BSSV, UPK) Optio Forms
Remote Access (software/tool) Citrix/Teamviewer
..............
Consulting Staff Augmentation Services Statement of Work V2.1 V Denovo-Confidential Trade Secret Page 8 of 9
DocuSign Envelope ID°A63C7OE2-70DA-447C-A85A-891692F26465
Den ov" 0
Bolt on (3 d party) products(ie: Security: QSoft,Allout WM: DSI, RIF Optio Forms, Payroll
Smart, Forms: Bottomfine,Optio) Tax
Environment Definition PD910, PY910,
DV910, PS910,
MF910
Server infrastructure diagram? No
Development Workstations available Yes
Webserver Software(Weblogic vs Websphere) Weblogic 12.1.3
....................-
Multi-language No
..........
Consulting Staff Augmentation Services Statement of Work V2.1 CC) Denovo-Confidential Trade Secret Page 9 of 9
Client#:1776055 150DENOVVEN
ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE(MMlDD1YYYY)
9/21/2017
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 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 Jamie Verdura
NAME:
BB&T-The Addis Group P"°NE 610 279-8550 6102798543
AIC No Ext: AIC No
2500 Renaissance Blvd Suite100 aoDRESS: JVerdura@bbandt.com
King Of Prussia, PA 19406-2639 INSURER(S)AFFORDING COVERAGE NAIL 0
610 279-8550 INSURER A:National Fire Insurance Co of H 2O478
INSURED INSURERB:Continental Casualty Company 20443
Denovo Ventures Holdings LLC INSURERC:Columbia Casualty Company 31127
6400 Lookout Road,Suite 101 TravelersIndemnity C 25658
Company
Boulder,CO 80301 emn
[NSURERD: � omINSURER ENational Fire&Marine Insuranc 20079
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
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 CONTRACTOR 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 TYPE OF INSURANCE ADDL UBR POLICY EFF POLICY EXP LIMITS
LTR INSR WVD POLICY NUMBER MWDO MMIDD
A X COMMERCIAL GENERAL LIABILITY 6020616996 1/05/2016 11105/2017 EACH OCCURRENCE $1 000 000
CLAIMS-MADE 1 OCCUR PREMISES Eaaoccurrnae $500 000
MED EXP(Anyone person) $15 000
PERSONAL&ADV INJURY $1 00O 000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000
PRO- LOC PRODUCTS $2,000,000
POLICY❑
OTHER: $
E AUTOMOBILE LIABILITY 5099672411 1/05/2016 11/051201 (CO,MBINEDSINGLELIMIT 1,000,000
E accident)
ANY AUTO
BODILY INJURY(Per person) $
ALL OWNED SCHEDULED BODILY INJURY(Per accident) §
AUTOS AUTOS
X H[REDAUTOS X NON-OWNED PROPERTY DAMAGE
P §
AUTOS er aCC deM
$
B X UMBRELLA LIAB X OCCUR 5099672456 1/05/2016 1110512017 EACH OCCURRENCE s5,000,000
EXCESS LIAB CLAIMS-MADE AGGREGATE s5,000,000
DED I X RETENTION$10000 $
B WORKERS COMPENSATION WC599672473 1/05/2016 11/05/201 X PER STATUTE rR
AND EMPLOYERS'LIAB€LnY
ANY PROPRIETORIPARTNERIEXECUTIVE Y/N E.L.EACH ACCIDENT §1 00O 000
OFFICERIMEMBER EXCLUDED? � N I A
(Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1 00O 000
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1 000 000
C Cyber E&0$50KDed. 596630552 1105/2016 11/06/201 $5,000,000
D EPLI 106274871 5101/2017 05/01/201 $2,000,000
D 3rdParty EETheft 1 1 1106274871 5101/2017 05/01/201 $1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is roquimd)
City of Kent,Washington is additional insured with regards to general liability if required by written
contract or agreement and subject to policy terms and conditions.
CERTIFICATE HOLDER CANCELLATION
City of Kent,Washington SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
ty g THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
220 Fourth Avenue South ACCORDANCE WITH THE POLICY PROVISIONS.
Kent,WA 98032
AUTHORIZED REPRESENTTA.TTI
CWIVE
A �,XR.
01988-2014 ACORD CORPORATION.All rights reserved.
ACORD 25(2014101) 1 of 1 The ACORD name and logo are registered marks of ACORD
#S187824031M18104261 JV3
This.page lias.beenleft:blank intentiodilly.
CNA CNA PARAMOUNT
Technology General Liability Extension Endorsement
It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART
as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement,
then that other endorsement controls with respect to such provision, and the changes made by this endorsement with
respect to such provision do not apply.
TABLE OF CONTENTS
1. Additional insureds
2. Additional Insured-Primary And Non-Contributory To Additional Insured's Insurance
3. Bodily Injury—Expanded Definition
4. Broad Knowledge of Occurrence/Notice of Occurrence
5. Broad Named Insured
6. Estates, Legal Representatives and Spouses
7. Expected Or Intended Injury—Exception for Reasonable Force
8. In Rem Actions
9. Incidental Health Care Malpractice Coverage
10. Joint Ventures/Partnership/Limited Liability Companies
11. Legal Liability—Damage To Premises
12. Medical Payments
13. Non-owned Aircraft Coverage
14. Non-owned Watercraft
15. Personal And Advertising Injury—Discrimination or Humiliation
16. Personal And Advertising Injury-Limited Contractual Liability
17. Property Damage-Elevators
18. Supplementary Payments
s 19. Property Damage—Patterns,Molds and Dies
m
m
s 20. Unintentional Failure To Disclose Hazards
0
s 21. Waiver of Subrogation—Blanket
CNA74872XX(1-15) Policy No: 6020616996
Page 1 of 14 Endorsement No: 3
Nat'l Fire Ins Co of Hartford Effective Date: 11/05/2016
Insured Name:DENOVO VENTURES HOLDINGS, LLC
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission.
CNA CNA PARAMOUNT
Technology General Liability Extension Endorsement
1. ADDITIONAL INSUREDS
a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs
A.through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part
under a written contract or written agreement, provided such contract or agreement:
(1) is currently in effect or becomes effective during the term of this Coverage Part; and
(2) was executed prior to:
(a) the bodily injury or property damage;or
(b) the offense that caused the personal and advertising injury,
for which such additional insured seeks coverage.
b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer
will not provide such additional insured with:
(1) a higher limit of insurance than required by such contract or agreement;or
(2) coverage broader than required by such contract or agreement, and in no event broader than that described
by the applicable paragraph A.through K.below.
Any coverage granted by this endorsement shall apply only to the extent permissible by law.
A. Controlling Interest
Any person or organization with a controlling interest in a Named Insured,but only with respect to such person or
organization's liability for bodily injury, property damage or personal and advertising injury arising out of:
1. such person or organization's financial control of a Named Insured;or
2. premises such person or organization owns, maintains or controls while a Named Insured leases or
occupies such premises;
provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or
demolition operations performed by,on behalf of,or for such additional insured.
B. Co-owner of Insured Premises
A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect
to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner
of such premises.
C. Grantor of Franchise
Any person or organization that has granted a franchise to a Named Insured, but only with respect to such
person or organization's liability for bodily injury, property damage or personal and advertising injury as
grantor of a franchise to the Named Insured.
D. Lessor of Equipment
Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for
bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named
Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such
bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place
prior to the termination of such lease.
CNA74872XX(1-15) Policy No: 6020616996
Page 2 of 14 Endorsement No: 3
Nat'l Fire Ins Co of Hartford Effective Date: 11/05/2016
Insured Name:DENOVO VENTURES HOLDINGS, LLC
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission.
CNA CNA PARAMOUNT
Technology General Liability Extension Endorsement
E. Lessor of Land
Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily
Injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use
of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense
giving rise to such personal and advertising injury takes place prior to the termination of such lease. The
coverage granted by this paragraph does not apply to structural alterations, new construction or demolition
operations performed by,on behalf of, or for such additional insured.
F. Lessor of Premises
An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but
only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of
the ownership, maintenance or use of such part of the premises leased to the Named Insured,and provided that
the occurrence giving rise to such bodily injury or property damage,or the offense giving rise to such personal
and advertising injury, takes place prior to the termination of such lease. The coverage granted by this
paragraph does not apply to structural alterations, new construction or demolition operations performed by, on
behalf of, or for such additional insured.
G. Mortgagee,Assignee or Receiver
A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's
liability for bodily injury, property damage or personal and advertising injury arising out of the Named
Insured's ownership, maintenance,or use of a premises by a Named Insured.
The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition
operations performed by,on behalf of,or for such additional insured.
H. State or Governmental Agency or Subdivision or Political Subdivisions—Permits
A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but
only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily
injury, property damage or personal and advertising injury arising out of:
1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which
this insurance applies:
N
a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings,
canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk
vaults,street banners, or decorations and similar exposures; or
b. the construction, erection,or removal of elevators; or
c. the ownership, maintenance or use of any elevators covered by this insurance; or
2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf.
The coverage granted by this paragraph does not apply to:
a. Bodily injury, property damage or personal and advertising injury arising out of operations performed
for the state or governmental agency or subdivision or political subdivision; or
b. Bodily injury or property damage included within the products-completed operations hazard.
With respect to this provision's requirement that additional insured status must be requested under a written
contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the
Named Insured to add the governmental entity as an additional insured.
CNA74872XX(1-15) Policy No: 6020616996
Page 3 of 14 Endorsement No: 3
Nat'l Fire Ins Co of Hartford Effective Date: 11/05/2016
Insured Name:DENOVO VENTURES HOLDINGS, LLC
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office.Inc.,with its permission.
CNA CNA PARAMOUNT
Technology General Liability Extension Endorsement
1. Trade Show Event Lessor
1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or
displayer, any person or organization whom the Named Insured is required to include as an additional
insured, but only with respect to such person or organization's liability for bodily injury, property damage or
personal and advertising injury caused by:
a. the Named Insured's acts or omissions;or
b. the acts or omissions of those acting on the Named Insured's behalf,
in the performance of the Named Insured's ongoing operations at the trade show event premises during the
trade show event.
2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within
the products-completed operations hazard.
J. Vendor
Any person or organization but only with respect to such person or organization's liability for bodily injury or
property damage arising out of your products which are distributed or sold in the regular course of such person
or organization's business, provided that:
1. The coverage granted by this paragraph does not apply to:
a. bodily injury or property damage for which such person or organization is obligated to pay damages by
reason of the assumption of liability in a contract or agreement unless such liability exists in the absence
of the contract or agreement;
b. any express warranty unauthorized by the Named Insured;
c. any physical or chemical change in any product made intentionally by such person or organization;
d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the
substitution of parts under instructions from the manufacturer, and then repackaged in the original
container;
e. any failure to make any inspections, adjustments,tests or servicing that such person or organization has
agreed to make or normally undertakes to make in the usual course of business, in connection with the
distribution or sale of the products;
f. demonstration, installation, servicing or repair operations, except such operations performed at such
person or organization's premises in connection with the sale of a product;
g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used
as a container, part or ingredient of any other thing or substance by or for such person or organization;or
h. bodily injury or property damage arising out of the sole negligence of such person or organization for
its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this
exclusion does not apply to:
(1) the exceptions contained in Subparagraphs d.orf.above;or
(2) such inspections, adjustments,tests or servicing as such person or organization has agreed with the
Named Insured to make or normally undertakes to make in the usual course of business, in
connection with the distribution or sale of the products.
2. This Paragraph J.does not apply to any insured person or organization, from whom the Named Insured has
acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing
such products.
CNA74872XX(1-15) Policy No: 6020616996
Page 4 of 14 Endorsement No: 3
Nat'l Fire Ins Co of Hartford Effective Date: 11/05/2016
Insured Name: DENOVO VENTURES HOLDINGS, LLC
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission.
CNA CNA PARAMOUNT
Technology General Liability Extension Endorsement
3. This Paragraph J.also does not apply:
a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part;
b. to any of your products for which coverage is excluded by endorsement to this Coverage Part;nor
c. if bodily injury or property damage included within the products-completed operations hazard is
excluded by endorsement to this Coverage Part.
K. Other Person Or Organization/Your Work
Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such
additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury
for which such additional insured is liable because of the Named Insured's acts or omissions.
The coverage granted by this paragraph does not apply to any person or organization:
1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part;nor
2. for bodily injury or property damage included within the products-completed operations hazard except to
the extent all of the following apply:
a. this Coverage Part provides such coverage;
b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS
Provision requires the Named Insured to provide the additional insured such coverage;and
c. the bodily injury or property damage results from your work that is the subject of the written contract
or agreement,and such work has not been excluded by endorsement to this Coverage Part.
2. ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE
A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended
to add the following paragraph:
If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-
contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will
not seek contribution from that other insurance. For the purpose of this Provision 2.,the additional insured's own
insurance means insurance on which the additional insured is a named insured.
B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph I.K. of this
endorsement,the following sentence is added to the paragraph above:
s
Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to
such person or organization is excess of any other insurance available to such person or organization.
3. BODILY INJURY—EXPANDED DEFINITION
Under DEFINITIONS,the definition of bodily injury is deleted and replaced by the following:
Bodily injury means physical injury,sickness or disease sustained by a person, including death, humiliation, shock,
mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical
injury,sickness or disease.
4. BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE
Under CONDITIONS,the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is
amended to add the following provisions:
A. BROAD KNOWLEDGE OF OCCURRENCE
CNA74872XX(1-15) Policy No: 6020616996
Page 5 of 14 Endorsement No: 3
Nat'l Fire Ins Co of Hartford Effective Date: 11/05/2016
Insured Name:DENOVO VENTURES HOLDINGS, LLC
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission.
•
KENT Agenda Item: Consent Calendar - 7D
WASHINGTON
TO: City Council
DATE: September 5, 2017
SUBJECT: JDE Professional Services Agreements - Authorize
MOTION: Authorize the Mayor to sign all necessary documents with Denovo
Ventures LLC that will allow the City to contract for professional services in
support of JD Edwards EnterpriseOne related projects support subject to
approval of the final terms and conditions by the Information Technology
Director and the City Attorney in an amount not to exceed $160,000
including applicable Washington State taxes.
SUMMARY: The Information Technology, Finance and Human Resources
Departments need to contract with Denovo Ventures to augment city staff for some
project and operational support of the city's JD Edwards EnterpriseOne system.
These professional services are needed to support and upgrade of the current 9.1
system to version 9.2 as well as on-going development and day to day operational
support of the JDE system.
BACKGROUND: The City has used the services of Denovo Ventures for past JDE
projects which have included:
• Upgrade JDE to version 8.12 in 2008
• Upgrade JDE to version 9.0 in 2012
• Upgrade of JDE Tools to 9.1.5 in 2015
As such, Denovo personnel have a high level of knowledge and understanding of
our system and environment and are able to quickly come up to speed on our
project and efforts as they relate to the system.
EXHIBITS: Denovo Ventures LLC Master Service Agreement Addendum
Denovo Ventures LLC Statement of Work in support of JDE Upgrade
($36,750)
Denovo Ventures LLC Statement of Work for ad hoc project and operational
support of JDE System ($123,250)
RECOMMENDED BY: Operations Committee
YEA: Boyce, Thomas, Ralph NAY:
BUDGET IMPACTS: Funding for these statement of works have been approved in
the City's 2016 and 2017 capital budgets to cover the costs.
Information Technology
Mike Carrington, Director
Phone: 253-856-4600
KENT x.s.n w:.1n.. Fax: 253-856-4675
Address: 220 Fourth Avenue S.
Kent, WA. 98032-5895
DATE: August 10, 2017
TO: Operations Committee
FROM: Curt Ryser, IT Systems Manager
SUBJECT: JDE Professional Services Contracts
MOTION: Recommend council authorize the Mayor to sign all necessary
documents with Denovo Ventures LLC that will allow the city to contract for
professional services in support of JD Edwards EnterpriseOne related projects
and operational support subject to approval of the final terms and conditions
by the Information Technology Director and the City Attorney in an amount not
to exceed $160,000 including applicable Washington State taxes.
SUMMARY: The Information Technology, Finance and Human Resources Departments
need to contract with Denovo Ventures to augment city staff for some project and
operational support of the city's JD Edwards EnterpriseOne system. These professional
services are needed to support and upgrade of the current 9.1 system to version 9.2 as
well as on-going development and day to day operational support of the JDE system.
Exhibits:
A) Denovo Ventures LLC Master Service Agreement Addendum
B) Denovo Ventures LLC Statement of Work in support of JDE Upgrade ($36,750)
C) Denovo Ventures LLC Statement of Work for ad hoc project and operational
support of JDE System ($123,250)
Budget Impact: Funding for these statement of works have been approved in the city's
2016 and 2017 capital budgets to cover the costs.
Background: The city has used the services of Denovo Ventures for past JDE projects
which have included:
• Upgrade JDE to version 8.12 in 2008
• Upgrade JDE to version 9.0 in 2012
• Upgrade of JDE Tools to 9.1.5 in 2015
As such, Denovo personnel have a high level of knowledge and understanding of our
system and environment and are able to quickly come up to speed on our project and
efforts as they relate to the system.
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