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HomeMy WebLinkAboutDenovo Ventures - 2014-11-03AMENDMENT NO.2 TO PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND DENOVO VENTURES, LLC THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a Colorado municipal corporation, hereinafter referred to as "City," and DENOVO VENTURES, LLC, a Colorado limited liability company, hereinafter referred to as "Consultant." WHEREAS, City and Consultant are parties to that certain agreement, dated November 3, 2014, entitled "Professional Services Contract Between the City of Huntington Beach and Denovo Ventures, LLC for Denovo Ventures, LLC," which agreement shall hereinafter be referred to as the "Original Agreement," and City and Consultant wish to amend the Original Agreement to extend the term of the Original Agreement and to increase the amount of compensation to be paid to Consultant, NOW, THEREFORE, it is agreed by City and Consultant as follows: EXTENSION OF TERM The term of the Original Agreement is hereby extended by one additional year. The Original Agreement shall now automatically terminate on November 2, 2019. 2, REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on �.� ( , 20 18-7012/190951 DENOVO VENTURES LLC. a Colorado Limited Liability Company ( o By: print name ITS: (ch-cle one) Chairman/PresidentNice President AND 1 By: �� � � YnacC,.andle print name ITS: (circle ore) Secretor Chief Finanel we Asst• Secretory - Treasurer Receive and File 18-7012/190951 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California . y avtanager (pursulwhl to HBMC §3.03.060) INITIATED AND APPROVED: i&� ChieAFinancial Officer APPROVED AS TO FORM: City Attorney µnr COUNTERPART DENOVO VENTURES LLC. a Colorado Limited Liability Company By: print name ITS: (circle one) Chairman/President/Vice President AND print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary - Treasurer COUNTERPART 18-7012/190951 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California ity anager (purs ant to HBMC §3.03.060) INITIATED AND APPROVED: , J�A� '�ChieAFinancialOfficer RECEIVED CITY OF HUNTINGTON BEACH OCT Il q1� Professional Service Approval Form Finance Department Amendment # 2 1. Date Requested: 10/19/2018 2. Contract Number to be Amended: FIN 2014-26 3. Department: Finance 4. Requested By: Sunny Rief 5. Name of Consultant: Denovo Ventures, LLC 6. Amount of Original/Prior Contract: $70,000 7. Additional Compensation Requested: $N/A 8. Original Commencement Date: 11/3/2014 9. Original Termination Date: 11/2/2018 10. Extended Date Requested: 11/2/2019 11. Reason for Contract Amendment: Extend contract length to provide continued ME system support services to address updates necessary to comply with payroll laws (for example: Affordable Care Act and AB1522 Sick Time) and other required ongoing system updates. No additional dollar increase to the contract is needed at this time. AFAurrhlasing Approval Signature Date 12. Are sufficient funds available to fund this contract? Yes ® No ❑ 13 Rusiness Hnit and Ohiect Code where funds are budgeted Account number Contractual Dollar Amount Business unit. object # Fiscal Year 17/18 Fiscal Year 18/19 Fiscal Year Fiscal Year 10035205.69365 $21,146 $15,000 $ $ Cudget A �proval Signature ate fC Department Head Signature Date City a er Approval Signature Date denovo 2018 amendment #2.doc REV: 2016 CITY OF HUNTINGTON BEACH Professional Service Approval Form Amendment # 1 ---------------------------- 1. Date Requested: 12/6/2016 2. Contract Number to be Amended: 3. Department: Finance 4. Requested By: Dahle Bulosan 5. Name of Consultant: Denovo Ventures, LLC 6. Amount of Original/Prior Contract: $40,000 7. Additional Compensation Requested: $30,000 a. Original Commencement Date: 11/3/2014 9. Original Termination Date: 11/312017 10. Extended Date Requested: 11 /3/2018 11. Reason for Contract Amendment: Continued JDE system support services to address updates necessary to comply with payroll laws (for example: Affordable Care Act and AB1522 Sick Time) and other required ongoing system updates. �z /L-16 Purch� ing Appro l Signature Date 12. Are sufficient funds available to fund this contract? Yes ® No ❑ A o n., 11. 1; —4 nkT—f f`r 4o "A —ro fi inric mra hi idriptari- Account number >~ /_ -/ Contractual Dollar Amount Business unit. object # Year 1 act. Year 2 (act. I' Year 3 (est.) Year 4 (est.) 10035205.69365 $1 000 $1 000 $ $ $ $ $ $ 7utpproval Signature D pa ent Head Signature Gty a ger Approval Signature denovo 2016 amendment.docx REV: June 2014 Date 1-q&M Date Date Audit Professional Services, Sales .. ........ ......... .... . Tax Auditing, Property Tax Auditing, :,i�e"'i;! Finance and other consulting and professional services. ContractValue Notes endor'Ant, h .1!3 OV : 612/2016 Audit Services $ 42,500 $ 144,900 RFP for 3 yr contract split with WOCWB 508 fund 613/2016 Enterprise Technologies $ 65,000 $ 160,000 New 3 year contract awarded via RFP process Kronos Software $ 59,895 $ 59,895 8/1912016 Property Tax Audit Services $ 27,500 $ 82,500 8119/2016 Sales Tax Audit Services $ 50,000 $ 150,000, 12/12/2016 Denovo amendment #1 $ 15,000 $ 30,000 .1. $ 259,895 $ 1,405 FY 17/18 FY 18119 FY 19/20 $ 43,200 $ 43,900 $ 15,000 $ 20,000 $ ' 27.500 $ 27,500 $ 50,000 $ 50,000 15,000 AMENDMENT NO. 1 TO PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND DENOVO VENTURES, LLC THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a Colorado municipal corporation, hereinafter referred to as "City," and DENOVO VENTURES, LLC, a Colorado limited liability company, hereinafter referred to as "Consultant." WHEREAS, City and Consultant are parties to that certain agreement, dated November 3, 2014, entitled "Professional Services Contract Between the City of Huntington Beach and Denovo Ventures, LLC for Denovo Ventures, LLC," which agreement shall hereinafter be referred to as the "Original Agreement," and City and Consultant wish to amend the Original Agreement to extend the term of the Original Agreement and to increase the amount of compensation to be paid to Consultant, NOW, THEREFORE, it is agreed by City and Consultant as follows: 1. ADDITIONAL COMPENSATION In consideration of the services to be performed under the Original Agreement, City agrees to pay Consultant an additional sum not to exceed Thirty Thousand Dollars ($30,000.00). The additional sum shall be added to the original sum of Forty Thousand Dollars ($40,000.00), for a new total contract amount not to exceed Seventy Thousand Dollars ($70,000.00). 2. EXTENSION OF TERM The term of the Original Agreement is hereby extended by one additional year. The Original Agreement shall now automatically terminate on November 2, 2018. 3. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on 7 eCt,,,% ?;�/2- 20 120 I to . DENOVO VENTURES LLC. a Colorado Limited Liability Company print name ITS: (circle one) Chairman/President/Vice President AND By: print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary - Treasurer cc" &r"PA(Z-T CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California t A ify-iyianager it to HBMC §3.03.060) INITI ED A APPROVED: Chief Financial Officer APPROVED A Attorney REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on -- F-cM Zo , 20 , la . DENOVO VENTURES LLC. a Colorado Limited Liability Company By: &�/ data i /�— S P-Qj I print name ITS: (circle one) Chairman/President/Vice President CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California City Manager Qmrsuant to HBMC §3.03.060) AN TED AND APPROVED: By: �. priLframe Chief Financial Officer ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary - Treasurer APPROVED AS-T-G FORM: Attorney Coan,-r-eiz-p4ZT hyF �.r r,� I>ri L• J. CONTRACTS SUBMITTAL TO CITY CLERK'S OFFICE To: JOAN FLYNN, City Clerk Name of Contractor: ®enovo Ventures Purpose of Contracts For Example: Audit Services or Water Quality Testing Huntington Lake —Huntington Central Park On Call JDE Services 4S ,)�-z Amount of Contract: $40,000 Copy of contract distributed to: The original insurance certificate/waiver distributed Initiating Dept. to Risk Management ❑ Finance Dept. ❑ ORIGINAL bonds sent to Treasurer ❑ '[�A Date: Name xtension City Attorney's Office x.1-31.2-0 G:AttyMisc/Contract Forms/City Clerk Transmittal PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND DENOVO VENTURES, LLC FOR DENOVO VENTURES, LLC THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and Denovo Ventures, LLC, a Limited Liability Company hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide as need JDE system support services; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Marce Ahrenberg who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. agree/surfnet/professional sves to $49 10/12 1 of 11 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on November 3, 2014 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than 3 years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Forty Thousand Dollars ($40,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. agree/surfnet/professional svcs to $49 10/12 2 of 11 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. agree/surfnet/professional sves to $49 l 0/12 3 of 11 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above -mentioned insurance shall not contain a self -insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims -made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT agree/surfnet/professional svos to $49 10/12 4 of I I waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all agree/surfnet/professional svcs to $49 10/12 5 of 11 payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. agree/surfnet/professional Svcs to $49 10/12 6 of 11 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any fmancial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested: TO CITY: City of Huntington Beach ATTN: Dahle Bulosan 2000 Main Street Huntington Beach, CA 92648 17. CONSENT TO CONSULTANT: Denovo Ventures, LLC ATTN: Marce Ahrenberg 6328 Monarch Park Place Niwot, CO 80503 When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. agree/surfnet/professional svcs to $49 10/12 7 of 11 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the agree/surfnet/professional sves to $49 10/12 8 of 11 provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY' S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. agree/surfnet/professional svcs to $49 10/12 9 of 11 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. agree/surfnet/professional Svcs to $49 10/12 10 of 11 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, Denovo Ventures, LLC COMPANY NAME ITS: (circle one) Chairman/President/Vice President AND 61 `� print name / ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary — Treasurer agree/surfnet/professional Svcs to $49 10/12 11 of 11 a municipal corporation of the State of California 146nc-e Director (Pursuant To HBMC §3.03.100) APPROV D AS TO FORM: Date i 1^.S EXHIBIT "A" EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) The Consultant will perform as needed application support services for JD Edwards (JDE) Enterprise Resource Planning System. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: 1. Project Scope • Applications (Functional) As Needed Services in support of City's JDE EnterpriseOne applications, including but not limited to: o EnterpriseOne Foundation (Address Book) o Financials (General Ledger, Accounts Receivable, Accounts Payable, Fixed Assets) o Human Capital Management (HCM) (Human Resources, Payroll) o Supply Management (Procurement, Inventory) o Asset Lifecylce Management (Real Estate) — (Note: module implementation is currently in process) • Development (Technical) As Needed Services in support of City's customizations and bolt-ons to the JDE software. 2. As Needed Services and Deliverables EXHIBIT A • As Needed Services will include, but not be limited to, the following types of activities by Consultant: o Functional assistance with annual 1099 and W2 creation o Help with reports (and/or One View Reporting) o How to perform specific functions within a supported module (e.g., G/L, A/P, HCM, etc.) o Functional specification (e.g., requirements and design) for development and testing of customizations and/or bolt-ons to JDE o Application configuration and testing for changes to module(s) currently used by City o Production support o Trouble -shooting and providing resolution of issues encountered in JDE C. CITY'S DUTIES AND RESPONSIBILITIES: 1. Provide system access to Consultants to perform duties as outlined above 2. Assist Consultants with understanding JDE issues that arise 3. Testing fixes provided by Consultants to ensure operability D. WORK PROGRAM/PROJECT SCHEDULE: To be determined EXHIBIT A EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: $165 per hour for CNC $175 per hour for Application Consultants $145 per hour for Developers B. Travel Charges for time during travel are not reimbursable. C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify Exhibit B CONSULTANT in writing of the reasons for non -approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Exhibit B 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND DENOVO VENTURES, LLC FOR DENOVO VENTURES, LLC Table of Contents Scopeof Services.....................................................................................................1 CityStaff Assistance................................................................................................2 Term; Time of Performance.....................................................................................2 Compensation..........................................................................................................2 ExtraWork...............................................................................................................2 Methodof Payment..................................................................................................3 Disposition of Plans, Estimates and Other Documents...........................................3 HoldHarmless.........................................................................................................3 Professional Liability Insurance.............................................................................4 Certificate of Insurance............................................................................................5 IndependentContractor............................................................................................6 Termination of Agreement.......................................................................................6 Assignment and Delegation......................................................................................6 Copyrights/Patents...................................................................................................7 City Employees and Officials..................................................................................7 Notices.........................................................................................7 Consent....................................................................................................................8 Modification............................................................................................................. 8 SectionHeadings.....................................................................................................8 Interpretation of this Agreement..............................................................................8 DuplicateOriginal....................................................................................................9 Immigration...............................................................................................................9 Legal Services Subcontracting Prohibited................................................................9 Attorney's Fees..........................................................................................................10 Survival.....................................................................................................................10 GoverningLaw.........................................................................................................10 Signatories.................................................................................................................10 Entirety......................................................................................................................10 EffectiveDate.................................................................................11 DocuSign Envelope ID: 54991B09-92A3-40BD-9CAD-741A1117A495 r� S0lMTRAN5rr ON -CALL INFORMATION TECHNOLOGY SUPPORT SERVICES AGREEMENT, RP 0200-13C FOR Configurable Network Computing, Developer, and Functional Support Services This agreement is made this l-Jt4day of March, 2014 between Sound Transit and Denovo Ventures, LLC. (the "Consultant"), who, in consideration of the mutual promises contained herein, agree to the following terms and conditions: A. TERM The initial term of this agreement will be one year effective the date of contract execution, subject to the Termination provisions of paragraph N of this Agreement. At Sound Transit's sole discretion, the contract may be renewed for four options for additional one year periods. B. SCOPE OF WORK The Scope of Work is attached hereto as Attachment A. To accomplish the Scope of Work, Consultant has proposed to do, at a minimum, the work described in its Revised Proposal, dated January 22, 2014. In the event of any discrepancy or conflict between the Scope of Work and Consultant's Revised Proposal, the requirements of the Scope of Work will govern, at no additional cost to Sound Transit. Consultant shall perform work or sell products only as permitted within the contract scope and shall not accept task orders or provide services not within the contract scope. C. EXTRA WORK Sound Transit may request additional work or services other than that expressly provided for in the "Scope of Work" section of this agreement. This will be considered extra work, supplemental to this agreement, and shall not proceed unless authorized by a written change order. Any costs incurred due to the performance of extra work prior to execution of a written change order will not be reimbursed. D. ERRORS AND OMISSIONS; DUTY TO CORRECT The Consultant is responsible for the professional quality of all work performed under this agreement. The Consultant, without additional compensation, will correct any errors or omissions immediately upon notice by Sound Transit. This obligation will survive termination and expiration of this agreement. E. PRICE Total compensation for this agreement will not exceed $100,000.00. Sound Transit is not liable for any compensation to the Consultant in excess of this amount unless otherwise approved and agreed in writing by Sound Transit. Consultant will be compensated on a fully burdened hourly rate upon Sound Transit's acceptance of Consultant's performance, as described in Attachment A (Scope of Work). Work will be issued through Task Orders by Sound Transit. Fully burdened hourly rates are all-inclusive, which includes direct hourly rate, direct costs, overhead, and profit and travel related expenses. Sound Transit will not reimburse for any travel related expenses. Fully burdened hourly rates for the initial contract term and first option year will be as follows: 1. Configurable Network Computing (CNC) Support Services Description Hourly Rate E1.1 (Remote/Off-Premise) Senior CNC Support Services (Years 1&2) $ 165 E1.2 (On -Premise SeNor CNC Support Services (Years 1&2) $ 198 On -Call IT Support Services Page 1 Agreement No. RP 0200-13C 10 DocuSign Envelope ID: 54991B09-92A3-40BD-9CAD-741All 17A495 V-1—WE SouNDTRAN5rr 2. Developer Support Services Description Hourly Rate E2.1 (Remote/Off-Premise) Senior Developer Support Services (Years 1 &2) $ 145 E2.2 On -Premise) Senior Developer Support Services (Years 1&2) $ 175 3. Functional Support Services Description Hourly " '. Rate. E3.1 (Remote/Off-Premise) Senior Functional Support Services (Years 1 &2) $ 175 E3.2 (On -Premise) Senior Functional Support Services (Years 1&2) $ 210 F. PRICE ESCALATION / PAYMENT / INVOICES The fully burdened hourly rates indicated in Section E, above, will remain constant throughout contract year one and two of the agreement — no, price escalation will apply regardless of market conditions. If Sound Transit exercises any contract options, price escalations for the option years three; four and five will be as provided below_ Notwithstanding the proposed escalations; Consultant agrees that no rate escalation shall exceed the Consumer Price Index for All Urban Consumers; over the last twelve months, as established by the U.S. Bureau of Labor Statistics. Configurable Network Computing (CNC) Support Services ,- Description . -. Hourly Rate (RemotelOff-Premise) Senior CNC Support Services F1.1 Rate for Contract Option Year 3 $ 170 F1.2 Rate for Contract Option Year 4 $ 170 F1.3 Rate for Contract Option Year 5 $ 170 - - (On -Premise Senior CNC Support Services F1.4 Rate for Contract Option Year 3 $ 204 F1.5 Rate for Contract Option Year 4 $ 204 F1.6 Rate for Contract Option Year 5 $ 204 2. Developer Support Services Description Hourly Rate - - (Remote/Off-Premise) Senior Developer Support Services F2 1 Rate for Contract Option Year 3 $ 150 F2.2 Rate for Contract Option Year 4 $150 I F2.3 Rate for Contract -Option Year 5 $ 150 . I (On -Premise) Senior Developer Support Services - F2.4 Rate for Contract Option Year 3 $ 180 F2.5 Rate for Contract Option Year 4 $ 180 F2.6 Rate for Contract 0 tion Year- 5 $ 180 On -Call IT Support Services Page 2 Agreement No. RP 0200-13C �'a DocuSign Envelope ID: 54991B09-92A3-40BD-9CAD-741A1117A495 i� SOUNDTItANStr 3. Functional Support Services Description _ Hourly Rate (Remote/Off-Premise) Senior Functional Support Services F3.1 - Rate for Contract Option Year 3 $ 180 F3.2 Rate for Contract Option Year 4 - $ 180 F3.3 Rate for -Contract -Option Year 5 $ 180 (On -Premise) Senior Functional Support Services F3.4 Rate for Contract Option Year 3 $ 216 F3.5 Rate for Contract Option Year 4 $ 216 F3.6 Rate for Contract Option Year 5 __ -_.. - $ 918 - Payment will be net 30 days following receipt of a properly completed invoice, which must include the Purchase Order number, be fully itemized, and sent to: Accountspayable cD-soundtransit.or4 OR Sound Transit Attn: Accounts Payable 401 South Jackson Street Seattle, WA 98104 Incorrect invoices or invoices without the Purchase Order number may be returned to Consultant. G. PROMPT PAYMENT PROVISION Consultant, after receiving payment from Sound Transit, must make prompt payment to its subconsultants, for work completed in accordance with this agreement. This provision applies to all tiers of subcontracts. 1. Consultant's invoices must include payments for subconsultants whose work was performed in accordance with this agreement. The Consultant may not request payment for subconsultant work until the Consultant has determined that the subconsultant is entitled to the payment for the work completed. 2. Within five working days of receipt of payment from Sound Transit, the Consultant must pay such subconsultants. 3. The requirements of this section must be included in subcontracts of all tiers and must include a provision requiring payment be made to the lower tiered subconsultant within five working days after receipt of payment by the higher tiered subconsultant. 4. In the event of any claim or demand made against any indemnified Party hereunder, Sound Transit may reserve, retain or apply any monies due to the Consultant for the purpose of resolving such claims; provided, however, that Sound Transit may release such funds if the Consultant provides adequate assurance of the protection of the Indemnified Parties' interests. H. NOTICE Notice will be effective upon the earlier of (i) actual receipt by the individual identified below or (ii) 24 hours after mailing to the address below: Sound Transit: Consultant: Denovo Ventures, LLC. On -Call IT Support Services Page 3 Agreement No. RP 0200-13C DocuSign Envelope ID: 54991 B09-92A3-40BD-9CAD-741A1 1 17A495 MUZE SOMM71iANSEr 401 S Jackson Street Seattle, WA 98104-2826 Attn: Connie Bartels Contracts Supervisor CONSULTANT EMPLOYEES 6328 Monarch Park Place Niwot, CO 80503 Attn: Marce Ahrenberg Senior Account Executive Consultant will ensure that its employees assigned to this agreement are properly licensed, trained and/or skilled and familiar with the laws and regulations pertaining to the services being provided. Consultant must replace any employee who, in the reasonable opinion of Sound Transit, acts improperly, is not qualified or licensed, or is not needed to perform assigned work. The Consultant will not transfer or reassign any individual designated in this agreement as essential to the work, without the express written consent of Sound Transit. DIVERSITY PROGRAM REQUIREMENTS 1. Sound Transit is committed to a policy of providing fair and representative employment and business opportunities for minorities and women in the procurement of non-professional and professional services, consistent with Sound Transit's policies, procedures and guiding principles for employment and contracting. 2. The Consultant shall fully comply with all federal, state and local laws, regulations and ordinances pertaining to non-discrimination, equal employment and affirmative action, including but not limited to the Washington State "law against discrimination", Chapter 49.60 RCW. 3. The Consultant shall not, on the basis of race, religion, color, creed, national origin, marital status, sex, sexual orientation, ancestry, age or the presence of any sensory, mental or physical disability in an otherwise qualified person, deny any person the benefits of, or exclude any person from participation in, the award and performance of any work under this Agreement and shall afford equal, non- discriminatory opportunities to potential joint venture partners, subconsultants, subcontractors and suppliers. 4. The Consultant shall not, on the basis of race, religion, color, creed, national origin, marital status, sex, sexual orientation, ancestry, age or the presence of any sensory, mental or physical disability in an otherwise qualified person, discriminate against any employee or applicant for employment. The Consultant shall make efforts to ensure that applicants are employed, and employees are treated during employment, without regard to their race, religion, color, creed, national origin, marital status, sex, sexual orientation, ancestry, age or the presence of any sensory, mental or physical disability. The Consultant shall post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination provision. Participation by Subconsultants or Subcontractors. a. Sound Transit did not anticipate that participation by subconsultants or subcontractors would be required by the Consultant to satisfactorily perform the work under this Agreement. Accordingly, Sound Transit did not establish any goal for participation by Small Businesses in the work under this Agreement. b. !f the Consultant determines that subcontracting is necessary to satisfactorily perform the work under this Agreement, the Consultant shall take all necessary affirmative steps to assure that Small Businesses are On -Call IT Support Services Page 4 Agreement No. RP 0200-13C �'r9 DocuSign Envelope ID: 54991609-92A34013D-9CAD-741A1117A495 m5ri'm SOLMOTRANSrr used when possible. The definition of Small Businesses is set forth in Sound Transit's Small Business Program. C. If requested by the Consultant, Sound Transit will assist the Consultant to identify available and capable Small Businesses for subcontract work. d._ Affirmative .steps related to participation. by Small Businesses could include the following actions, as applicable: (1) placing qualified Small Businesses on solicitation lists; (2) assuring that Small Businesses are solicited whenever they are potential sources; (3) dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by Small Businesses; (4) establishing delivery schedules, where the requirement permits, which encourage participation by Small Businesses; and (5) using the services and assistance of Sound Transit and the Washington State Office of Minority and Women Business Enterprises. e. The Consultant shall provide periodic reports concerning its affirmative efforts and the actual participation by Small Businesses, as such reports are deemed necessary by Sound Transit. The provisions in this Paragraph J are in addition to the provisions elsewhere in this Agreement related to participation by Disadvantaged Business Enterprises (DBEs). In the event subconsultants or subcontractors are necessary, the Consultant shall comply with the provisions in this Paragraph J and the DBE provisions. Equal Employment Opportunity (EEO) a. The Consultant shall implement and carry out the obligations regarding EEO submitted as part of its Proposal to perform this Agreement and the nondiscrimination in employment provisions included in this Agreement. b. The Consultant shall prepare and maintain records of employment, employment advertisements, application forms and other pertinent data and records to demonstrate compliance with its EEO obligations under this Agreement. The Consultant shall permit reasonable access by Sound Transit to such records. C. The Consultant shall provide periodic reports concerning its efforts related to EEO, as such reports are deemed necessary by Sound Transit. K. DISADVANTAGED BUSINESS ENTERPRISE (DBE) REQUIREMENTS 1. As a recipient of financial assistance from the federal Department of Transportation (DOT), through the Federal Transit Administration (FTA), Sound Transit developed and administers a Disadvantaged Business Enterprise (DBE) Program in accordance with 49 Code of Federal Regulations (CFR) Part 26 (the "DBE Regulations"). The Consultant shall review and comply with applicable provisions in the DBE Regulations. 2. In the performance of work under this Agreement, the Consultant shall afford DBEs an equal, non-discriminatory opportunity to compete for business as joint venture partners, subconsultants, subcontractors and suppliers and shall ensure its subconsultants and subcontractors also afford DBEs such opportunities. On -Call IT Sup port Services Page 5 Agreement No. RP 0200-13C DocuSign Envelope ID: 54991B09-92A3-40BD-9CAD-741A1117A495 MUME SOUNOTIRANSrr 3. Sound Transit did not anticipate that participation by subconsultants or subcontractors would be required by the Consultant to satisfactorily perform the work under this Contract. Accordingly, Sound Transit did not establish any goal for participation by DBEs in the work under this Agreement. 4. If the Consultant determines that subcontracting is necessary to satisfactorily perform the work under this Agreement, the Consultant shall make good faith efforts to assure that DBEs are used when possible. The Consultant shall make good faith efforts to reach out to DBEs to solicit and achieve participation by DBEs under this Agreement and maintain documentation of its efforts. The description of "good faith efforts" is set forth in the DBE Regulations. 5. The definition of DBEs is set forth in the DBE Regulations. Only firms that have been certified as eligible to participate as DBEs by the Washington State Office of Minority and Women Business Enterprise (MWBE) shall be considered to be DBEs under this Agreement. A listing of DBEs certified by OMWBE is available on the Internet at http:/Jwww.omwbe.wa.,clov/biznetwasJmainmenu.asp or by contacting OMWBE at 360-753-9693. 6. In each subcontract it awards under this Agreement, the Consultant shall include the following assurance: "The Subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Subcontract. The Subconsultant shall carry out applicable requirements of 49 CFR Part 26 in the award of contracts under this Subcontract. Failure by the Subconsultant to carry out these requirements is a material breach of this Subcontract, which may result in the termination of this Subcontract or such other remedy as the Consultant or Sound Transit shall deem appropriate." 7. The Consultant shall provide periodic reports concerning its good faith efforts and the actual participation by DBEs, as such reports are deemed necessary by Sound Transit. The provisions in this Paragraph K are in addition to the provisions elsewhere in this Agreement related to participation by Small Businesses. In the event subconsultants or subcontractors are necessary, the Consultant shall comply with the provisions in this Paragraph K and the provisions pertaining to Small Businesses. L. PROHIBITED INTERESTS No member, officer, or employee of Sound Transit or its governing body, or of any of its component agencies during such person's tenure or one year thereafter, may have any interest, direct or indirect, in this agreement or the proceeds thereof, unless such interest has been disclosed in writing to Sound Transit and Sound Transit has determined that no prohibited conflicts of interest or ethical violations inhere in the circumstances. M. INSURANCE REQUIREMENT Deseriptiofn a. Except as otherwise specified, the Consultant, shall at its sole cost and expense, obtain and maintain during the entire term of this Agreement the minimum insurance set below. b. In the event the Consultant is a Joint Venture, these insurance requirements shall apply to each Joint Venture member separately. By requiring such minimum insurance, Sound Transit shall not be deemed or construed to have assessed the risks that may be applicable to the Consultant under this Agreement. The Consultant shall assess its own On -Call IT Support Services Page 6 Agreement No. RP 0200-13C DocuSign Envelope ID: 54991B09-92A3-408D-9CAD-741A1117A495 a SO[NVD&ANSf7 risks and, if it deems appropriate and/or prudent, maintain greater limits and/or broader coverage. d. The fact that insurance is obtained by Consultant shall not be deemed to release or diminish the liability of the Consultant, including without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by Sound Transit shall not be limited to the amount of the required insurance coverage. Insurance Coverages a. General Liability: Commercial General Liability for bodily injury including death, personal injury, and property damage, with a contractual liability endorsement , and Employer's Liability coverage, utilizing insurers and coverage forms acceptable to Sound Transit, with limits of at least $2,000,000 per occurrence"and $2,000,000 general aggregate. b. Automobile Liability: Commercial Auto Liability coverage for bodily injury and property damage utilizing insurers and coverage forms acceptable to Sound Transit, with a limit of at least $1,000,000 combined single limit. Such liability insurance, identified in 2.a and 2.b above, shall name Sound Transit, its officers, directors, agents, and employees as additional insured with respect to the work under this Agreement. C. Workers Compensation: The Consultant will secure its liability for industrial injury to its employees in accordance with the provisions of Title 51 of the Revised Code of Washington. The Consultant will be responsible for Workers Compensation insurance for any subconsultant who provides work under subcontract. If the Consultant is qualified as a self -insurer under Chapter 51.14 of the Revised Code of Washington, it will so certify to Sound Transit by submitting a letter signed by a corporate officer, indicating that it is a qualified self -insurer, and setting forth the limits of any policy of excess insurance covering its employees. d. Professional Liability: Whenever the work under this Agreement includes "professional services", the Consultant shall maintain the appropriate Professional Liability insurance, with limits of liability of at least $1,000,000 per claim, for damages sustained by reason of or in the course of operations under this Agreement, whether occurring by reason of acts failing to meet the standard of care required by this Agreement, negligent acts, errors, or omissions of the Consultant. e. Other Insurance: Other insurance as may be deemed appropriate by Sound Transit; costs of which shall be borne by contracting parties as mutually agreed. 3. General Provisions a. Certificates and Policies: Prior to commencement of Work for this Agreement, the Consultant shall provide Sound Transit with certificates of insurance showing insurance coverage in compliance with the foregoing paragraphs. All insurance coverage outlined above shall be written by insurance companies meeting Sound Transit's financial security requirements, (A.M. Best's Key Rating A-; VII or higher). Such certificates shall reference Sound Transit's contract number, RTAIRP 0200-13C and title, On -Call IT Support Services, and will state that the Consultant will provide 30 calendar days' advance written notice to Sound Transit in the event the Consultant's insurance policies are On -Call IT Support Services Page 7 g A reement No. RP 0200-13 ' DocuSign Envelope ID: 549911309-92A3-4013D-9CAD-741AIII 7A495 V-1—WE SOUNDhtANSff cancelled, not renewed, or materially reduced in coverage. Should the Consultant neglect to obtain and maintain in force any of the insurance required in this Section, Sound Transit may suspend or terminate this Agreement. Suspension or termination of this Agreement shall not relieve the Consultant from insurance obligations hereunder. b. Taking into account the scope of work and services to be performed by a subconsultant, the Consultant shall prudently determine whether, and in what amounts, each subconsultant shall obtain and maintain commercial general liability and any other insurance coverage. Any insurance required of subconsultants shall, where appropriate and/or applicable, name Sound Transit as an additional insured. c. Consultant's insurance shall be primary as respects Sound Transit, and any other insurance maintained by Sound Transit shall be excess and not contributing insurance with the Consultant's insurance. d. The Consultant and its insurers shall endorse the required insurance policy(ies) to waive their right of subrogation against Sound Transit, The Consultant and its insurers also waive their right of subrogation against Sound Transit for loss of its owned or leased property or property under its care, custody and control. e. Complete copies of the Additional Insured Endorsement(s) required in 2.a and 2.b above, the Waiver of Subrogation Endorsements, and the Primary and Non -Contributory Endorsements, or policy provisions, from the General Liability and Automobile Liability policies shall be attached to the Certificates of Insurance required in this Section. f. No provision in this Section shall be construed to limit the liability of the Consultant for work not done in accordance with the Agreement, or express or implied warranties. The Consultant's liability for the work shall extend as far as the appropriate periods of limitation provided by law and up to any legal limits. g. The Consultant may obtain any combination of coverage or limits that effectively provides the same or better amounts and types of coverage as stipulated above, subject to review and approval by Sound Transit. h. The Consultant warrants that this Agreement has been thoroughly reviewed by the Consultant's insurance agent(s)/broker(s), who have been instructed by the Consultant to procure the insurance coverage required by this Agreement. N. TERMINATION 1. Termination for Default Sound Transit may terminate this agreement, in whole or in part, in writing if the Consultant substantially fails to fulfill any or all of its obligations under this agreement through no fault of Sound Transit. insofar as practicable, the Consultant will be given: (1) not less than 10 calendar days' written notice of intent to terminate; and, (2) an opportunity for consultation with Sound Transit before termination. An opportunity for consultation shall not mean the Consultant can prohibit Sound Transit's termination of the agreement. Termination for Convenience Sound Transit may terminate this agreement in -,Writing, in whole or i� � part, for its convenience and/or lack of appropriations. If Sound Transit terminates for convenience, Sound Transit will pay an amount for services satisfactorily performed to the date of termination, a reasonable profit for On -Call IT Support Services Page 8 Agreement No, RP 0200-13C DocuSign Envelope ID: 54991 B09-92A3-40BD-9CAD-741A1 1 17A495 V-1-M SOMDTTRANSrr such services or other work satisfactorily performed, and an amount for expenses incurred before the termination, in addition to termination settlement costs the Consultant reasonably incurs relating to commitments that had become firm before the termination, unless Sound Transit determines to assume said commitments. O. INDEMNIFICATION AND HOLD HARMLESS 3. The Consultant must comply with all applicable federal, state and local laws, regulations, ordinances, and resolutions applicable to the performance of services under this agreement 4. Consultant and its subconsultants, employees, agents, and representatives will be independent consultants and will not be deemed or construed to be employees or agents of Sound Transit. 5. To the maximum extent permitted by law or the provisions of this section, the Consultant agrees to release, indemnify, defend (with counsel acceptable to Sound Transit), and save harmless Sound Transit, its successors and assigns, and its and their shareholders, officers, officials, directors, contractors, and employees, (collectively "the Indemnified Parties") from and against any liability including any and all suits, claims, actions, losses, costs, penalties, response costs, attorneys' fees, expert witnesses' fees, and damages of whatsoever kind or nature to the extent arising out of, in connection with, or incident to the Consultant's performance of this agreement or the work; provided, however, that if the provisions of RCW 4.24.115 apply to the work and any such injuries to persons or property arising out of performance of this agreement are caused by or result from the concurrent negligence of the Consultant or its subconsultants, agents or employees, and an Indemnified Party, the indemnification applies only to the extent of the negligence of the Consultant, its subconsultants, agents or employees. THE CONSULTANT SPECIFICALLY ASSUMES POTENTIAL LIABILITY FOR ACTIONS BROUGHT BY THE CONSULTANT'S OWN EMPLOYEES OR FORMER EMPLOYEES AGAINST ANY INDEMNIFIED PARTY, AND FOR THAT PURPOSE THE CONSULTANT SPECIFICALLY WAIVES ALL IMMUNITY AND LIMITATIONS ON LIABILITY UNDER THE WORKERS COMPENSATION ACT, RCW TITLE 51, OR ANY INDUSTRIAL INSURANCE ACT, DISABILITY BENEFIT ACT OR OTHER EMPLOYEE BENEFIT ACT OF ANY JURISDICTION THAT WOULD OTHERWISE BE APPLICABLE IN THE CASE OF SUCH CLAIM. THIS INDEMNITY OBLIGATION SHALL NOT BE LIMITED BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS PAYABLE BY OR FOR CONSULTANT OR A SUBCONSULTANT UNDER WORKERS' COMPENSATION, DISABILITY BENEFIT OR OTHER EMPLOYEE BENEFITS LAWS. THE CONSULTANT RECOGNIZES THAT THIS WAIVER WAS SPECIFICALLY ENTERED INTO AND WAS THE SUBJECT OF MUTUAL NEGOTIATION. PROVIDED, HOWEVER, CONSULTANT'S WAIVER OF IMMUNITY BY THE PROVISIONS OF THIS PARAGRAPH EXTENDS ONLY TO CLAIMS AGAINST CONSULTANT BY SOUND TRANSIT, AND DOES NOT INCLUDE, OR EXTEND TO, ANY CLAIMS BY CONSULTANT'S EMPLOYEE(S) DIRECTLY AGAINST CONSULTANT. 6. In the event of _litigation between the parties to enforce the rights under this section, reasonable attorney fees will be allowed to the prevailing party. 7. The foregoing indemnities and duties to defend shall survive the termination of this agreement and final payment hereunder. On -Call IT Support Services Page 9 Agreement No. RP 0200-13C DocuSign Envelope ID: 54991 B09-92A3-40BD-9CAD-741 Al 11 7A495 MR-1-M SaNwTRAYSrT The Consultant may not assign any interest, obligation, or benefit in this agreement or transfer any interest in the same without prior written consent by Sound Transit. 9. This agreement is governed by Washington law, and exclusive venue for any action arising out of or relating to the performance of this agreement is in the Superior Court of King County, Washington. P. INTELLECTUAL PROPERTY AND WORK PRODUCT 1. All work (preliminary, draft, and final) performed by the Consultant under this agreement is the property of Sound Transit. Sound Transit will own any and all data, documents, working papers, computer programs, photographs, and other material produced by the Consultant pursuant to this agreement, and the Consultant hereby assigns and transfers to Sound Transit any and all intellectual property rights for such materials. The Consultant will provide Sound Transit with copies of all such materials including, without limitation, any research memoranda prepared under this agreement. Under no circumstances, including pending disputes between Sound Transit and Consultant, will Consultant fail to deliver possession of said documents and materials to Sound Transit upon demand. 2. The Consultant must indemnify, pay the defense costs of, and hold Sound Transit harmless from any and all claims, demands, costs, liabilities, losses, expenses and damages (including attorneys' fees, costs, and expert witnesses' fees) arising out of or in connection with this agreement that sounds in an intellectual property claim (including but not limited to patent, copyright, trademark, trade name, or trade secret infringement). This Section will survive any expiration or termination of this agreement. Q. AUDIT AND ACCESS TO RECORDS For a period of six years following final payment by Sound Transit to the Consultant under this agreement, the Consultant must maintain all books, records, documents and other evidence related to performance of the services under this agreement. Sound Transit and its authorized representatives will have access to such materials for the purpose of inspection, copying, cost review, and audit during the consultant's normal business hours. Substantially all of the foregoing paragraphs must be included in each subcontract agreement. R. RECYCLED PRODUCTS To the extent practicable, the Consultant will provide a competitive preference for recycled products to be used in performing the services pursuant to the U.S. EPA Guidelines at 40 CFR Parts 247-253. Where practical, the Consultant will use both sides of paper sheets and recycled/recyclable products. S. PRIVACY ACT To the extent it applies, Consultant and its subconsultants, or their employees must comply with the Privacy Act of 1974, 5 USC § 552a. if the Scope of Work involves the operation of a systen of records on individuals to accompiisn a government function, Sound Transit and any consultants, third -party consultants, subconsultants, and their employees involved therein are considered to be government employees with respect to the government function. The requirements of the Act, including the civil and criminal penalties for violations of the Act, apply to those individuals involved. Failure to comply with the terms of the Act or this provision of this agreement will make this agreement subject to termination. The Consultant agrees to include this clause in all subcontracts awarded under this agreement that require the design, development, or operation of a system of records on individuals subject to the Act. On -Call IT Support Services Page 10 Agreement No. RP 0200-13C DocuSign Envelope ID: 54991B09-92A3-40BD-gCAD-741A1117A495 GIN i SOUNDTdANSrr T. CHANGES IN GOVERNMENTAL REGULATIONS 1. In the event local, state or federal laws or regulations that were not announced or enacted at the time of submittal of Proposals, and such laws or regulations make standards more stringent or compliance more costly under this agreement, the Consultant must notify Sound Transit in writing of such changes and their effects on the pricing or delivery schedule promptly after the Consultant first became aware of the changes and prior to incurring any such expenses. 2. Sound Transit will make a determination as to whether the Consultant should be reimbursed for any such expenses or any time extensions should be granted in accordance with the provisions of Attachment A, Scope of Work. 3. The Consultant shall be deemed to have had notice of any Federal, state, or local law or regulation announced or enacted at the time of contract award, even though such law or regulation did not take effect or become operative until some date after the contract award. 4. The Consultant must, immediately upon becoming aware of any such imposition or change of requirement, provide Sound Transit with full and detailed particulars of the changes required in the equipment and of costs involved therein, or it will be deemed to have waived any rights under this Section. In the event any governmental requirements are removed, relaxed or changed in any way after the date of contract award so as to make the Consultant's performance less expensive, or less difficult, then Sound Transit will have the option either to require the Consultant to perform pursuant to the more rigorous requirements or to receive a reduction in the price for all savings in direct costs which may be realized by the Consultant by reason of such change and appropriate adjustments in deductions for overhead and profit made so as to reflect actual savings made by the Consultant. Sound Transit will give the Consultant notice of Sound Transit's determination, and anticipated savings. U. COOPERATIVE PURCHASING Pursuant to the Washington State Interlocal Cooperative Act RCW 39,34,080, other governmental agencies contracting with Sound Transit may purchase goods and services on this solicitation or contract in accordance with terms and prices indicated therein. V. MISCELLANEOUS PROVISIONS 1. Amendments: Modification of this agreement must be in writing signed by both parties. 2. Remedies Cumulative: Rights under this agreement are cumulative and nonexclusive of any other remedy at law or in equity. 3. Severability: If any term or provision of this agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this agreement will not be affected thereby, and each term and provision of this agreement will be valid and enforceable to the fullest extent permitted by law. 4. Waiver: No covenant, term or condition or the breach thereof will be deemed waived, except by written consent of the party against whom the waiver is claimed, and any waiver of the breach of any covenant, term or condition will not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term or condition. 5. Entire Agreement: This document, along with any exhibits and attachments, constitutes the entire agreement between the parties with respect to the Work. 6. Negotiated Contract: The parties acknowledge that this is a negotiated agreement, that they have had the opportunity to have this agreement reviewed by their respective legal counsel, and that the terms and conditions of this On -Call IT Support Services Page 11 Agreement No. RP 020G-13C DocuSign Envelope ID: 54991609-92A3-406D-9CAD-741Al I17A495 MUG - SOUK I)TRANS(r agreement are not to be construed against any party on the basis of such party's draftsmanship thereof. 7. The person signing this agreement is authorized to sign this agreement on behalf of the Consultant. In consideration of the terms and conditions contained herein, the parties have executed this agreement by signing below. Denovo Ventures, LLC. Central Puget Sound (Consultant) Regional Transit Authority OncuSigned br. Michael Harbour Title: Senior Director Deputy Chief Executue Officer APPR01/ED By:I,C--�_..... or rang, -Legal counsel On -Call IT Support Services Page 12 Agreement No. RP 0200-13C DocuSign Envelope ID: 54991B09-92A3-40BD-9CAD-741A1117A495 SOUPMTRANSfr Attachment A Scope of Work For each category listed below, the Consultant shall provide services on an as -needed basis as issued through a Sound Transit Task Order. The individual items within each service category are not intended to be a comprehensive list of all work within that area and may include related IT support services, not specifically described herein. Some remote support work via VPN may be approved by Sound Transit; however, most Functional Support tasks will require on -premises work, including the initial requirements gathering. All remote work must be scheduled and approved in advance with the Sound Transit Project Manager. A. SERVICE CATEGORIES 1. Configurable Network Computing (CNC) Support The Consultant shall provide senior level CNC expertise and general upgrade support that may include, but are not limited to the following: a. Provide advanced trouble -shooting for complex technical issues not resolved in- house b. Provide advanced CNC support for tools releases/upgrades and OAS updates c. Implement other Enerprise0ne(E1) technical components and functionality new to Sound Transit d. Provide system administration e. Fix to Current f. Provide E1 support for integrated systems upgrades such as AssetWorks EAMS, Oracle Primavera Contract Manager, AP Automation solution (in procurement),and similar ancillary systems 2. Developer Support The Consultant shall provide senior level development services that may include, but are not limited to the following: a. Re -apply customizations for E1 standard objects impacted by ESU's applied. Some objects currently customized are P0411, P4310, P4312, P4314, P43060, P051129 b. Create detailed documentation of modifications or customizations c. Develop E1 UBE's into Business Intelligence Publisher output as needed d. Do table conversions (extract file development) e. Maintain and modify application integrations using Java, interfacing with AssetWorks EAMS MaxQ, Oracle Primavera Contract Manager and AP Automation solution (in procurement). Leverage various means, Including BSSV f. Provide support for Tools Release 9.1 upgrade and other subsequent upgrades g. Assist with other development, integrations or modification needs that may arise but are not currently defined 3. Functional Support The Consultant shall provide senior level functional and technical support services that may include, but are not limited to the following: a. Provide advanced trouble -shooting on complex technical issues not resolved by in-house staff b. Provide assistance in evaluating potential additional modules and functionality in E1 c. Identify opportunities to apply functional capabilities to improve business processes, operational efficiencies and information accuracy using best practices On -Call IT Support Services Page 13 Agreement No. RP 0200-13C DocuSign Envelope ID: 54991B09-92A3-40BD-9CAD-741A1117A495 MWON SOMTkANSR d. Perform data restructuring as needed e. Re -deploy functionality as needed (for example, Property Management and Real Estate revenue projections, validation of CPI increases, expense reporting by asset) f. Create and enhance user documentation and training B. RESPONSE SERVICE LEVEL Consultant agrees to meet the minimum service level response times described below for all work performed under this agreement. Initial Response Time shall mean the time between a Sound Transit service call request (verbal or written) and the time support services begins. Initial Response Time (8am - 5pm PST) Circumstance Within 2 hours On -call production break -fix support. System or component not functioning and no workarounds are available. Within 1 business day Intermittent failure of system or component not functioning or available as normal. Degradation of system performance. Workaround is available. Within 2 business days Small enhancement or feature request, not an urgent production issue. Within 1 week Larger project -related request, preparation for substantial project initiative to be scheduled. On -Call IT Support Services Page 14 Agreement No. RP 0200-13C R AC> IC d/ CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 10/16/2014 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 1s an ADDITIONAL INSURED, the policy(les) 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 endorsements). PRODUCER The Ahbe Group 7167 S Alton Way Centennial CO 80112-2112 N NTACT Jo -Ann Matthews PHONE JAIC No. (303) 565-1845 FAX c?zo)ee1-7aae ppRESS:jmatthews@tagins.net INSURE S AFFORDING COVERAGE NAIC 11 INSURERA:Travelers P&C Co of America 36161 INSURED Denovo Ventures LLC 6328 Monarch Park Place Suite 200 N1wot Co 80503 INSURERB:The Charter Oak Fire Insurance 25615 INSURER C: INSURERD: INSURERE: 1 INSURERF: r-nVFRAr.FiR rFRTIFIrATF NI IMRFR-CL145836095 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE DL R POLICY NUMBER MIDDY EFF POLMWD EXP LIMITS GENERAL LIABILITY ` O tipPREMISESAO EACH OCCURRENCE $ 1,000,000 ED- a occurrence)$ 300,000 X AS p COMMERCIAL GENERAL LIABILITY [� pt OVF_I) R A CLAIMS -MADE � OCCUR LP71MO46-A /l/2014 /1/2015 MEDEXP Any one person) $ 10,000 PERSONAL8ADVINJURY $ 1,000,000 X Global Companion Extension GENERAL AGGREGATE E 2,000,000 , _I GEN'L AGGREGATE LIMIT APPLIES PER: CTS - COMP/OP AGG $ 2,000,000 $ X POLICY PRO- LOC AUTOMOBILE LIABILITY ►Chael a e , �O 1 UlCOMBINEDent I SINGLE LIMIT Ea d aca 1,000,000 BODILY INJURY (Per person) S B X ANY AUTO 1 011 (� BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED 5E621514 /1/2014 /1/2015 AUTOS AUTOS NON -OWNED PROPERTY DAMAGE Peraccidenl $ HIRED AUTOS AUTOS $ X UMBRELLA LIAB X OCCUR rofessional not included EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 A EXCESSIJAB CLAIMS -MADE ,Auto,WC-EL included DED I X I RETENTIONS 10, OOC $ OP81H04729 /l/2014 /1/2015 AWORKERS COMPENSATION X WC STATU-MTS OTH- AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTWE E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 OFFICER/MEMBER EXCLUDED? 1:19D52640214 (Mandatory In NH) N/A /l/2014 /l/2015 E.L. DISEASE - POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS Maw A 1. Professional Liab/E&O ZPL2lNl86l4 /l/2014 /l/2015 EACHCLAIM $5,000,000 Network Security/Privacy Ul..Retro date 5/1/1995 AGGREGATE $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS! VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is reqguired Additional coverages: Communications & Media Ifretro date 5/1/2014 $5,00,000 Cyber Extortion/retro date 5/1/2014 $1,000,000, Third Party Crime / $1,000,000 City of Huntington Beach, its directors, elected or appointed officers, employees, agents and volunteers are an additional insured for general liabiltiy on a primary and non-contributory basis per form CGD417 attached. Additional insured status also applied to the automobile liability per form CAT353 attached. f`cDTICIt'ATC LAr%l nCD GANCFI I ATICIN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Huntington Beach 2000 Main Street AUTHORIZED REPRESENTATIVE Huntington Beach, CA 92648 J Matthews/MATTHE ACORD 25 (2010105) INS025 onim i m ©1988-2010 ACORD CORPORATION. All rlgnts reservea. Tha Ae ripn nnma nnrl Innn era ronicfa►arl marke of Annon COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 3ENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force Property Damage — Ex- ception To Expected Or Intended Injury Ex- clusion B. Non -Owned Watercraft Less Than 75 Feet C. Aircraft Chartered With Pilot D. Damage To Premises Rented To You E. Increased Supplementary Payments F. Who Is An Insured — Employees And Volun- teer Workers — First Aid G. Who Is An Insured — Employees — Supervi- sory Positions H. Who Is An Insured — Newly Acquired Or Formed Organizations I. Blanket Additional Insured — Owners, Manag- ers Or Lessors Of Premises J. Blanket Additional Insured — Lessors Of Leased Equipment i PROVISIONS A. REASONABLE FORCE PROPERTY DAMAGE — EXCEPTION TO EXPECTED OR INTENDED IN- JURY EXCLUSION The following replaces Exclusion a., Expected Or Intended Injury, in Paragraph 2., of SECTION I — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: a. Expected Or Intended Injury Or Damage "Bodily injury" or "property damage" expected or Intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of rea- sonable force to protect any person or property. K. Blanket Additional Insured — Persons Or Or- ganizatlons For Your Ongoing Operations As Required By Written Contract Or Agreement L. Blanket Additional Insured — Broad Form Vendors M. Who is An Insured — Unnamed Subsidiaries N. Who is An Insured — Liability For Conduct Of Unnamed Partnerships Or Joint Ventures O. Medical Payments — Increased Limits P. Contractual Liability —Railroads Q. Knowledge And Notice Of Occurrence Or Of- fense R. Unintentional Omission S. Blanket Waiver Of Subrogation B. NON -OWNED WATERCRAFT LESS THAN 75 FEET The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry any person or property for a charge. C. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION CG D417 0112 ® 2012 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with Its permission. F. WHO IS AN INSURED — EMPLOYEES AND VOLUNTEER WORKERS — FIRST AID 1. The following is added to the definition of "oc- currence" in the DEFINITIONS Section: Unless you are in the business or occupation of providing professional health care services, "occurrence" also means an act or omission committed by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor, in providing or failing to provide first aid or "Good Samaritan services" to a person. 2. The following Is added to Paragraph 2.a.(1) of SECTION II —WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1 )(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of pro- viding or failing to provide first aid or "Good Samaritan services" by any of your "employ- ees" or "volunteer workers", other than an employed or volunteer doctor. Any of your "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samari- tan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing du- ties related to the conduct of your business. 3. The following is added to Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applica- ble Each Occurrence Limit, all related acts or omissions committed by any of your "employ- ees" or "volunteer workers" in providing or failing to provide first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following is added to the DEFINITIONS Section: "Good Samaritan services" means any emer- gency medical services for which no compen- sation is demanded or received. G. WHO IS AN INSURED — EMPLOYEES — SU- PERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTION 11— WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" or "personal injury" to a co - .,employee" in the course of the co='employee's" employment by you arising out of work by any of COMMERCIAL GENERAL LIABILITY your "employees" who hold a supervisory posi- tion. H. WHO IS AN INSURED — NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following replaces Paragraph 4. of SECTION 11 — WHO IS AN INSURED of the Commercial General Liability Coverage Form, and Paragraph 3. of SECTION If — WHO IS AN INSURED of the Global Companion Commercial General Liability Coverage Form, to the extent such coverage forms are part of your policy: Any organization you newly acquire or form, other than a partnership or joint venture, of which you are the sole owner or in which you maintain the majority ownership interest, will qualify as a Named Insured if there is no other insurance which provides similar coverage to that organiza- tion. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, If you report such organization in writing to us within 180 days after you acquire or form it, and we agree in writing that it will con- tinue to be a Named Insured until the end of the policy period; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal in- jury" or "advertising injury" arising out of an offense committed before you acquired or formed the organization. BLANKET ADDITIONAL INSURED — OWNERS, MANAGERS OR LESSORS OF PREMISES The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the owner- ship, maintenance or use of that part of any prem- ises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: CIS D417 01 12 © 2012 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 Includes copyrighted material of insurance Services Office, Inc. with its permission. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingre- dient, part or container entering Into, accom- panying or containing such products; or b. Any vendor for which coverage as an addi- tional insured specifically is scheduled by en- dorsement. M. WHO IS AN INSURED — UNNAMED SUBSIDI- ARIES The following is added to SECTION II — WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named In- sured in the Declarations is a Named Insured if: a. You maintain an ownership interest of more than 50% In such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under simi- lar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal Injury" or "advertising injury" caused by an of- fense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership in- terest of more than 50% in such subsidiary. N. WHO IS AN INSURED — LIABILITY FOR CON- DUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last paragraph of SECTION II — WHO IS AN INSURED: No person or organization is an insured with re- spect to the conduct of any current or past part- nership or joint venture that is not shown as a Named Insured In the Declarations. This para- graph does not apply to any such partnership or joint venture that otherwise qualifies as an in- sured under Section ll — Who Is An Insured. O. MEDICAL PAYMENTS — INCREASED LIMITS The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: 7. Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: (a) $10,000; or COMMERCIAL GENERAL LIABILITY (b) The amount shown on the Declarations of this Coverage Part for Medical Expense Limit. P. CONTRACTUAL LIABILITY — RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINI- TIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is de- leted. Q. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claire or Suit, of SECTION IV — COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the in- surance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II — Who Is An Insured: (1) Notice to us of such "occurrence" or of- fense must be given as soon as practica- ble only after the "occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an Individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your trustees who is an Individual (If you are a trust), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, limited liability company or trust) or any "employee" authorized by you to give notice of an "occurrence" or offense. (2) if you are a partnership, joint venture, lim- ited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, no- tice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: C) A partner or member of any part- nership or joint venture; (if) A manager of any limited liability company; CG D4 17 01 12 ® 2012 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. - CITY OF HUNTINGTON BEACH RECEIVED Professional Service Approval Form SEP 3 0 2014 PART I Finance Department Date: 9/26/2014 Project Manager Name: Dahle Bulosan Requested by Name if different from Project Manager: Department: Finance PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: On Call JDE Support Services 2) Estimated cost of the services being sought: $ 40,000 3) Are sufficient funds available to fund this contract? ® Yes ❑ No If no, please explain: 4) Check below how the services will be obtained: ❑ A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted -- ® MC 3.03.08(b) — Other Interagency Agreement procedure will be utilized. -S>e"J0V o(PV)"el ❑ MC 3.03.08 — Contract Limits of $30,000 or less exempt procedure will be utilized. 5) Is this contract generally describe on the list of professional service contracts approved by the City Council? If th this Vbstion is "No," the contract will require approval from the City Council.) FIAMs ❑ No Fiscal Sery 6) Amount, Business Un (Please note that a h (Purchasing Approval) Date digits) and Object Code (5 digits) where funds are budgeted et check will occur at the object code level): er , - /I, ,,i i i /t -7 Account number 1,4 Contractual Dollar Amount Business unit. object # Year i (estimate) Year 2 (estimate) Year 3(estimate) 10035205.69365 $13 33 $13333 $13334 $ $ $ $ $ $ roval Hefid Signature(s) r of FNnce's Signature ager's APPR er's Signature Date PY/ D to Date Date jde support denovo part Wocx REV: December /2013 T� aF 51NCrpy� CITY OF • BEACH Professional Service Approval Form PART 11 O Date: 1019/2014 Project Manager: Dahle Bulosan Requested by Name if different from Project Manager: Department: Finance RECEIVED O C T 13 2014 Finance Department PARTS 1 & 11 OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I & II MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant: Denovo Ventures LLC 2) Contract Number: FIN 2014-26 (Contract numbers are obtained through Finance Administration x 5630) 3) Amount of this contract: $40,000 Account number Contractual Dollar Amount Business unit. object # FY 14/15 FY 15/16 FY 16/17 10035205.69365 $13,333 $13,333 $13,334 4) Is this contract less than $50,000? ® Yes ❑ No 5) Does this contract fall within $50,000 and $100,000? ❑ Yes ® No 6) Is this contract over $100,000? ❑ Yes ® No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract.) 7) Were formal written proposals requested from at least three available qualified consultants? ® Yes ❑ No 8) Attach a list of consultants from whom proposals were requested (including a contact telephone number.) 9). Attach Exhibit A, which describes the proposed scope of work. 10) Attach Exhibit B, which descri Fiscal Services f an er (Putt'jkrsir anager Approval Signature —, v Di for of Finance (or designee) Signature payment terms of the contract. /G -91 -/, y Date 0011q LNI D to oj IS- ,q Date professional service approval form - part ii - denovo.doc REV: December /2013