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6321 Fully Executed Cherwell IT Service Manager Implementation Svc Agr-City of Denton Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Contract Value Piggy Back Option Contract Expiration DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F 6321 no $139,827.60 Service Desk Management Software June 6, 2017 RFP Cindy Alonzo, Robyn Forsyth June 6,2020 File # 6321 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND FLYCAST PARTNERS, INC. (RFP #6321) THIS CONTRACT is made and entered into this date ______________________, by and between FLYCAST PARTNERS, INC., a corporation, whose address is 329 South Elerson Road, DeSoto, Texas 75115, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and/or services in accordance with the City’s document RFP 6321 – Supply of Cherwell Service Manager and Implementation Services, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) Request for Proposal (Exhibit “B” on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Insurance Requirements (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F"); (g) Contractor’s Proposal (Exhibit "G"); (h) Cherwell End-User Subscription Agreement (Exhibit “H”). These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” INDEMNITY THE CONTRACTOR REPRESENTS AND WARRANTS TO THE CITY THAT THE INTELLECTUAL PROPERTY SUPPLIED BY CONTRACTOR IN ACCORDANCE WITH THE SPECIFICATIONS IN THE CONTRACT WILL NOT INFRINGE, DIRECTLY OR CONTRIBUTORILY, ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET, OR ANY OTHER INTELLECTUAL PROPERTY RIGHT OF ANY KIND OF ANY THIRD PARTY, AND THAT NO CLAIMS HAVE BEEN MADE BY ANY PERSON OR ENTITY WITH RESPECT TO THE OWNERSHIP OR OPERATION OF THE INTELLECTUAL PROPERTY. MOREOVER, THE CONTRACTOR DOES NOT DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F June 6, 2017 DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F kim.gagnon@flycastpartners.com 970-300-2666 Kim Gagnon | Flycast Partners, Inc. 2017-217227 Director of Operations 6/5/2017 DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F June 6, 2016 DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F et seq et seq DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F WORKERS’ Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted:       Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F ’ DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F 40 ATTACHMENT E-CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date March 2, 2017 X EXHIBIT F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F Best and Final Offer (BAFO)Respondent's Name: Respondent's City and State: Product Proposal Pricing (FOB DESTINATION): Item #ESTIMATED QTY.UOM Product Description Description 2 BAFO Unit Price BAFO Extended Price Implementation Schedule (# of business days) 1 12 EA Service Manager License Annual Subscription 108.00$ 1,296.00$ 2 2 EA Service Management Foundations We are prepared to offer a sperical traning package…. you will get unlimited access to the Video Learning Library, a Deep dive course, and pre-conference workshops at the Cerwell Global Conferance at no cost. Training for two people was previously quoted at $5,700 (2850*2), so this is $300 more, but if you added everything up, it’s a tremondous deal! You can get two people admin trained, a deep dive and full access to all the content in the Video Learning Library with over 80 video courses on a variety of topics. The CSM Foundations Course gives you the basics for your design workshop participants and Cherwell administrators. Topics covered include Dashboard Design, Report Writer, Change Management, One Steps, Portal Design, and Mobile Application Configuration and more. 10 days of training delivered virtually, self-paced or live at the Cherwell facility, including: • Cherwell Service Management Foundations (uses 4 days) • Cherwell Service Management Deep Dives (uses 1 day) • Cherwell Asset Management self-paced modules (unlimited access) • Video Learning Library (unlimited access) • Pre-Conference Workshops at Cherwell Global Conference (uses 1 day)3,000.00$ 6,000.00$ 3 45 EA Implementation Services 1,600.00$ 72,000.00$ 45 Onsite Work (# of business days) Remote Work (# of business days) 4 1 EA Estimated Travel Expenses for Implementation 2,460.00$ 6 39 81,756.00$ *NOTE: The Extended Licenses price on column G8 is the per month price for 12 licenses. City Of Denton will need to multiply that price by 12 in order to arrive at the Annual cost ($ 15,552) and multiply by 3 (subscription pricing based on a 3 year non-cancellable contract term) to determine the 3 year Total License Costs of $ 46,656. Therefore the The Total Cost of Products and Labor is $ 127,116 and NOT the figure listed in column G20. The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Total Cost of Products and Labor: *NOTE: PLEASE EMAIL THIS EXHIBIT 1 AS AN EXCEL FILE TO CYNTHIA.ALONZO@CITYOFDENTON.COM SECTION C - CONSULTING SERVICES, as described in Exhibit 3 - Scope of Work Flycast Partners Desoto, TX RFP 6321 - Pricing Sheet for Cherwell Service Manager and Implementation Services SECTION D - TRAVEL COST, as described in Exhibit 3 - Scope of Work SECTION A - SOFTWARE SECTION B - REMOTE TRAINING EXHIBIT G DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F RFP RESPONSE CHERWELL SERVICE MANAGEMENT SOFTWARE & SERVICES For: City Of Denton Materials Management Department 901-B Texas Street Denton, Texas 76209 REQUEST FOR PROPOSALS RFP 6321 Innovative Technology Built upon Yesterday’s Values Flycast Partners Inc, 329 S Elerson Road, DeSoto, TX 75115 Noel Daniel Account Manager Direct: 817 984 3369 Mobile: 817 880 9065 noel.daniel@flycastpartners.com www.flycastpartners.com DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F Cherwell’s tagline, Innovative Technology Built on Yesterday’s brand of service and customer care rarely seen in business in today’s business cl “Business Partner” model, it Built to incorporate industry best practice standards such as ITIL, CSM not only provides comprehensive “out of the box” functionality, but also has the flexibility to assist you in becomi Application Technology (CBAT), City of Dentons’ IT department won’t require programm DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F EXHIBIT 1 – PRICING SHEET Exhibit 1Respondent's Name:Respondent's City and State:Product Proposal Pricing (FOB DESTINATION):Item #ESTIMATED QTY.UOMProduct DescriptionDescription 2Unit PriceExtended PriceImplementation Schedule (# of business days)112EAService Manager LicenseAnnual Subscription108.00$ 1,296.00$ 22EAService Management Foundations2,850.00$ 5,700.00$ 345EAImplementation Services1,650.00$ 74,250.00$ 45Onsite Work (# of business days)Remote Work (# of business days)41EAEstimated Travel Expenses for Implementation2,460.00$ 63983,706.00$ *NOTE: The Extended Licenses price on column G8 is the per month price for 12 licenses. City Of Denton will need to multiply that price by 12 in orderto arrive at the Annual cost ($ 15,552) and multiply by 3 (subscription pricing based on a 3 year non-cancellable contract term) to determine the 3 yearTotal License Costs of $ 46,656. Therefore the The Total Cost of Products and Labor is $ 129,066 and NOT the figure listed in column G20.The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Total Cost of Products and Labor:*NOTE: PLEASE EMAIL THIS EXHIBIT 1 AS AN EXCEL FILE TO EBIDS@CITYOFDENTON.COMSECTION C - CONSULTING SERVICES, as described in Exhibit 3 - Scope of WorkFlycast Partners IncDesoto, TXRFP 6321 - Pricing Sheet for Cherwell Service Manager and Implementation ServicesSECTION D - TRAVEL COST, as described in Exhibit 3 - Scope of WorkSECTION A - SOFTWARESECTION B - REMOTE TRAININGDocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F √– √– √– – – – √ √ √ √ √ √ √ √ √ √ √ √ √ √ √– – √– √–– √ √ √ √ DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F  Firm’s Legal Name:  Address:  Agent Authorized to sign contract (Name):  Agent’s email address: DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F FLYCAST PARTNERS’ PROJECT METHODOLOGY & STATEMENT OF WORK DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F agreement by and between Flycast Partners (“Flycast” or “Consultant”) and (“Customer”) is a Statement of Work (“SOW”) detailing the engagement requested by the Customer to integrate and effectively utilize the Software solution (“Software” or “Services”) into the Customer’s business model. Incident and Service Request (Service Desk) Problem Management Change Management Self Service Portal Knowledge Management Surveys SCCM & Cisco Call Manager Integration UAT Go Live Support agement (“ITSM”) Project Team, and DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F – o o o o o o o o o o     DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F Flycast Responsibility Flycast will work with the Customer during the Design workshop. The Customer is responsible to complete the documentation of the Design workshop. DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F Hours cancelled or rescheduled… DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F Flycast Partners, Inc March 2, 2017 DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F Flycast Partners, Inc March 2, 2017 DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F March 2, 2017 X DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F March 2, 2017 Kim Gagnon Director of Operations 970-300-2666 DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F Cherwell US EUSA – City of Denton FINAL 2 June 2017 Page 1 of 6 CHERWELL END-USER SUBSCRIPTION AGREEMENT THIS END-USER SUBSCRIPTION AGREEMENT (“EUSA”), TOGETHER WITH ANY APPLICABLE CHERWELL ORDER CONFIRMATION FORM THAT REFERENCES THIS EUSA (COLLECTIVELY, THE “AGREEMENT”), IS BETWEEN CHERWELL SOFTWARE, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“CHERWELL”), AND THE CITY OF DENTON (“CUSTOMER”). THIS AGREEMENT, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN CUSTOMER AND CHERWELL REGARDING THE CHERWELL SOFTWARE PRODUCTS (“LICENSED SOFTWARE”) THAT ARE LISTED ON THE ORDER CONFIRMATION FORM. BY INSTALLING OR USING THE LICENSED SOFTWARE, CUSTOMER ACKNOWLEDGES THAT IT HAS READ AND AGREES TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. 1. GRANT OF LICENSE AND SUBSCRIPTION 1.1 Subscription License. The Licensed Software, which includes all configurable and executable application content or "Blueprints," is licensed to Customer for use subject to the terms of this Agreement. Cherwell hereby grants to Customer and Customer fully accepts, upon delivery, a nonexclusive, non-transferable right to access and use only the executable version (no source code) of the Licensed Software, during the term of the Subscription Service, as described below (the “Subscription Service”). This is not a perpetual use license; rather, Customer is using the Licensed Software pursuant to the Subscription Service and for a limited duration. Customer is allowed only the number of concurrent users of the Licensed Software as shown on the Cherwell Order Confirmation Form. If Customer wishes to expand the number of authorized concurrent users covered by the license, Customer can purchase additional user licenses. Customer’s authorized concurrent users of the Licensed Software can include Customer, its subsidiaries and affiliates, and their employees and authorized representatives, agents and contractors. Customer may install copies of the Licensed Software in non-production environments, for purposes of testing, development or disaster recovery, provided, however, that such copies cannot be used for production purposes and there cannot be more than one installation of the Licensed Software in a production environment. In no event shall the number of concurrent users in a production environment exceed the authorized concurrent users covered by the license. 1.2 CHERWELL ASSET MANAGEMENT 1.2.1 If purchased by Customer, the term Licensed Software shall include the Cherwell software product known as Cherwell Asset Management (“CAM Software”), which includes, but is not limited to: (a) the Cherwell proprietary application database (“Cherwell Software Identification Database™” or “CSID™”) and the data accessed by and/or contained therein, (b) the Logi Analytics, Inc. proprietary software product known as “Logi Info Server”, (c) the reports generated by use of CAM Software, and (d) CAM Software product documentation. Notwithstanding anything to the contrary in this Agreement, Customer shall have the right to terminate its subscription license of the CAM Software after one year from the Effective Date (as defined below). For the avoidance of doubt, termination of the subscription license of the CAM Software shall not terminate Customer’s subscription license of the other Licensed Software. 1.2.2 With regard to CAM Software, Customer acknowledges and agrees that it may install a copy of the CAM Software on a network server(s), provided that Customer acquires and dedicates a license for each computer workstation on the network(s) on which the CAM Software will be used. The CAM Software is “used” when it is loaded in temporary or permanent memory of a computer. In addition, Cherwell grants to Customer a limited, personal, non-transferable and non-exclusive right to use the CAM Software in connection with a server, application server, or desktop application virtualization technology. This includes but is not limited to Citrix®, Microsoft Terminal Server®, or VMWare® technologies that are capable of creating multiple virtual machines or sessions on which the CAM Software can be run. Customer must acquire and dedicate a license for each such machine, virtual machine, or session running a separate instance of the CAM Software. EXHIBIT H DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F Cherwell US EUSA – City of Denton FINAL 2 June 2017 Page 2 of 6 1.2.3 The CSID may be installed on servers solely for use in conjunction with Customer’s licensed copies of the CAM Software, in accordance with the product documentation. 1.3 Subscription Service Term. This Agreement is effective as of the earlier of the date Customer first uses or installs the Licensed Software or the date set forth on the Cherwell Order Confirmation Form (the “Effective Date”). Customer’s right to use the Licensed Software continues until this Agreement is terminated or the Subscription Service expires. The Subscription Service is offered on no less than an annual basis and will commence and be invoiced in advance of each annual period in accordance with the Order Confirmation Form. Cherwell will invoice Customer for Subscription Service renewal fees at least sixty (60) days prior to the end of each annual period. Customer’s payment of the invoice will constitute notice of Customer’s election to renew this Agreement and the Subscription Service. Subscription fees increase if Customer adds additional concurrent user licenses. Either party may terminate this Agreement upon written notice to the other party if the other party fails to cure a material breach of this Agreement within thirty (30) days of written notice of the breach from the terminating party. Upon any termination, Customer agrees to remove all Licensed Software from its computers, destroy all copies of the Licensed Software, and, upon request from Cherwell, certify in writing its compliance. Upon termination by Customer for an uncured breach by Cherwell, Cherwell will pay Customer a pro rata refund of any prepaid but unused Subscription Fees. 1.4 Intellectual Property Rights. The Licensed Software is protected by copyright and other intellectual property laws. Cherwell retains all rights, title and interest in and to the Licensed Software. Customer agrees that this is a license only and that no title passes to Customer. If Customer makes or installs copies of the Licensed Software as provided in this Agreement, the original and all copies of the Licensed Software may not leave Customer’s control and are owned by Cherwell. Customer retains all rights to its data. 1.5 Restrictions. To the maximum extent permitted by applicable law, Customer may not resell or otherwise transfer for value the Licensed Software without the written consent of Cherwell. Customer may not export, ship, transmit, or re-export the Licensed Software in violation of any applicable law or regulation, including, without limitation, the Export Administration Regulations issued by the United States Department of Commerce and the United States trade embargoes and economic sanctions administered by the U.S. Treasury Department, Office of Foreign Assets Control, or any such similar law or regulation issued by such other governmental entity which may have jurisdiction over such export. Customer agrees not to: (i) modify, decompile, disassemble or reverse engineer the object code portions of the Licensed Software; (ii) distribute, rent, lease or lend the Licensed Software; or (iii) use the Licensed Software except as expressly permitted under this Agreement. 2. INDEMNIFICATION 2.1 Cherwell shall defend, indemnify and hold Customer harmless against all third party claims, suits, proceedings, costs, damages, losses and expenses (including reasonable attorneys’ fees), and judgments incurred, claimed or sustained by Customer arising out of or related to any allegation that any portion of the Licensed Software (including any updates, error corrections, or upgrades thereto), when used solely in the manner and for the purpose for which it was licensed hereunder, violates any patent, copyright, trade secret, trademark, or other third party intellectual property right. If a claim is filed in a court or other administrative proceeding seeking to enjoin the use of the Licensed Software, Cherwell shall either: (i) at Cherwell’s cost, procure for Customer the right to continue to use the relevant portion of the Licensed Software; (ii) replace, at Cherwell’s cost, the relevant portion of the Licensed Software with a substitute product that functions substantially in accordance with the applicable specifications for that portion of the Licensed Software; or (iii) at Cherwell’s cost, modify the Licensed Software so that it does not infringe or misappropriate, provided that the Licensed Software, as modified, continues to perform substantially in accordance with the applicable specifications. DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F Order # Customer Name (Full Legal Entity Name) Installation/Primary Address License Key Contact Title Telephone Email Cherwell Partner Partner Contact Partner Telephone Partner Email Item Quantity Start Date for Maintenance & Support/ Subscription/ Hosting End Date for Maintenance & Support/ Subscription/ Hosting CSM Licensed Software - Subscription Licenses 12 17-Jul-2017 Payment Terms End-User License Agreement (EULA) End-User Subscription Agreement (Attached) Hosting Services Addendum (HSA) Special Terms Addendum (attached) Existing Cherwell Customer CUSTOMER By (print name and title) Signature Date Version May 2017 Date Signature Licensed Software/Services Descriptions Cherwell Software, LLCCHERWELL By (print name and title) City of Denton, Texas 2017 Basic Package - 1 year subscription This Order Confirmation, together with the applicable license, subscription and/or services agreement identified below and incorporated herein, constitutes an agreement (collectively, the “Agreement”) between Cherwell Software, LLC, on its own behalf and on behalf of its subsidiaries, divisions and affiliates (collectively “Cherwell”) and Customer, and must be signed by an authorized representative of Customer. Use of the Licensed Software described above is subject to the Agreement. Customer acknowledges and agrees to the terms contained in the Agreement and\or addenda attached hereto, or if no Agreement attached, the Agreement located at the applicable URL identified below. Customer further acknowledges that as between Customer and Cherwell, no Cherwell Partner is authorized to modify the terms and conditions of the Agreement nor the rights granted to Customer with regard to the Licensed Software. If Customer is ordering additional software licenses or services and has already executed an Agreement with Cherwell, by signing below Customer agrees that the products and services quoted above are subject to the terms and conditions contained in Customer’s existing Agreement. Licensed Software, Training classes, Hosting fees and Maintenance and Support to be invoiced immediately. Training Packages are valid for one year from date of order and are non-refundable. Professional Services to be invoiced by applicable provider as rendered. Pricing does not include any applicable sales tax or similar tax. Customer is obtaining the Licensed Software from Cherwell Software but will be invoiced by the Cherwell Partner listed above for the initial term of the Customer’s license agreement, which includes the first annual term of maintenance and support for perpetual licenses and a three year maximum term for subscription licenses. Invoicing and payment for such initial term of this order will be between Customer and Partner. Each party signing below represents that it has authority to bind the company or legal entity named below. NOTE: All software to be delivered electronically http://files.cherwell.com/legal/us-hsa.pdf http://files.cherwell.com/legal/us-eula.pdf http://files.cherwell.com/legal/us-eusa.pdf https://www.cherwell.com/services/training/training-packagesTraining Kim Gagnon Enterpsie Operations Manager curtis.conrad@cityofdenton.com Cherwell Service Management (CSM) Concurrent User Licenses For additional licenses, the subscription starts on the date of this Order Confirmation form and is prorated to be coterminous with Customer's existing subscription term. 1 (844) 359 2278 kim.gagnon@flycastpartners.com 1 PARTNER RESALE ORDER CONFIRMATION (NORTH AMERICA) Curtis Conrad 940-349-7787 Flycast Partners City of Denton, Texas 601 E. Hickory, Suite A, Denton, TX 76205 Cherwell Software, LLC - 10125 Federal Dr., Suite 100, Colorado Springs, CO 80908 719-386-7000 - www.cherwell.com DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F Certificate Of Completion Envelope Id: 26FE89144F0742F6B93E76BEA26B574F Status: Completed Subject: City Council Docusign Item - 6321-Service Desk Mgmt. Software Source Envelope: Document Pages: 84 Signatures: 4 Envelope Originator: Supplemental Document Pages: 0 Initials: 0 Cindy Alonzo Certificate Pages: 6 AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Payments: 0 Cynthia.Alonzo@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 6/5/2017 12:34:59 PM Holder: Cindy Alonzo Cynthia.Alonzo@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cindy Alonzo cynthia.alonzo@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 6/5/2017 12:44:59 PM Viewed: 6/5/2017 12:45:13 PM Signed: 6/5/2017 12:47:31 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Kim Gagnon | Flycast Partners, Inc. kim.gagnon@flycastpartners.com Director of Operations Security Level: Email, Account Authentication (Optional)Using IP Address: 67.22.11.2 Sent: 6/5/2017 12:47:41 PM Viewed: 6/5/2017 1:29:46 PM Signed: 6/5/2017 1:34:29 PM Electronic Record and Signature Disclosure: Accepted: 6/5/2017 1:29:46 PM ID: 0ef8f8a7-e066-47d8-b6b3-f9b6609dbd40 Jennifer DeCurtis jennifer.decurtis@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 6/5/2017 1:34:39 PM Viewed: 6/5/2017 4:00:50 PM Signed: 6/5/2017 4:01:01 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 6/5/2017 4:01:08 PM Viewed: 6/7/2017 6:24:12 AM Signed: 6/7/2017 6:25:14 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Todd Hileman todd.hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 70.196.4.235 Signed using mobile Sent: 6/7/2017 6:25:28 AM Viewed: 6/7/2017 6:26:05 AM Signed: 6/7/2017 6:26:11 AM Electronic Record and Signature Disclosure: Accepted: 2/8/2017 4:52:51 PM ID: 8154723a-9757-4d53-a4b5-794656233671 Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 6/7/2017 6:26:19 AM Viewed: 6/8/2017 9:22:34 AM Signed: 6/8/2017 9:22:43 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Sent: 6/5/2017 1:34:38 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 6/5/2017 1:34:38 PM Viewed: 6/5/2017 1:36:09 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Sent: 6/7/2017 6:25:25 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 6/7/2017 6:25:25 AM Electronic Record and Signature Disclosure: Carbon Copy Events Status Timestamp Accepted: 10/9/2015 11:39:51 AM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Sent: 6/8/2017 9:22:52 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Sent: 6/8/2017 9:22:53 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Melissa Kraft melissa.kraft@cityofdenton.com Director of Technology City of Denton Security Level: Email, Account Authentication (Optional) Sent: 6/8/2017 9:22:55 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/8/2017 9:22:55 AM Certified Delivered Security Checked 6/8/2017 9:22:55 AM Signing Complete Security Checked 6/8/2017 9:22:55 AM Completed Security Checked 6/8/2017 9:22:55 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 4/20/2015 7:25:38 AM Parties agreed to: Kim Gagnon | Flycast Partners, Inc., Todd Hileman, Robin Fox