2017-1612017-161
*RDINANCE NO.
WHEREAS, • received, . • evaluated competitive sealed proposals f•
Cherwell Service Desk ... • - in accordancethe procedures of t law, and
-
City •• and
WHEREAS, a,. or designated employee has rec- -e• reviewed, and
recommended that the herein described -,vroyosals are the most advantageous to the Cit considering
the relative importance of price, and the other evaluation factors included in the request for
proposals; an•
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
herein; NOW, THEREFORE,
equipment, supplies, or services shown in the "Request for Proposals," on file in the office of the
Purchasing Agent, are hereby accepted, and approved as being the most advantageous to the City
considering the relative importance of price, and the other evaluation factors included in the request
for proposals.
RFP
UMBER CONTRACTOR AMOUNT
6321 Flycast Partners, Inc. $139,827.60 (the "Proposal")
SECTION 2. By the acceptance and approval of the above numbered items of the submitted
proposals, the City accepts the offer of the persons submitting the proposals for such items, and
agrees to purchase the materials, equipment, supplies, or services in accordance with the terms,
specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations,
Proposals, and related documents.
SECTION 3. Should the City and person submitting approved, and accepted items and of the
submitted proposals wish to enter into a formal written agreement as a result of the acceptance,
approval, and awarding of the proposals, the City Manager or his designated representative is hereby
authorized to execute the written contract; provided that the written contract is in accordance with
the terms, conditions, specifications, standards, quantities, and specified sums contained in the
Proposal and related documents herein approved and accepted. This will be an initial one (1) year
contract with options to extend the contract for two (2) additional one (1) year periods with all terms
and conditions remaining the same.
SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of Denton
under RFP No. 6321 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council
hereby authorizes the expenditure of funds therefor in the amount, and in accordance with the
approved Proposal.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of JILIN_._._ 2017.
CHRIS WA°h"! MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
AS `FO LEGAL FORM:
LI AL, INTERIM CITY ATTORNEY
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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 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
(b) Request for Proposal (on File at the Office of the Purchasing
Agent);
(c) City of Denton Standard Terms and Conditions C;
(d) Insurance Requirements D
(e) Certificate of Interested Parties Electronic Filing (Exhibit "E");
(f) Form CIQ Conflict of Interest Questionnaire (Exhibit "F");
(g) (Exhibit "G");
(h) Cherwell End-User Subscription Agreement 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
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
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KNOW OF ANY VALID BASIS FOR ANY SUCH CLAIMS. THE CONTRACTOR
SHALL, AT ITS SOLE EXPENSE, DEFEND, INDEMNIFY, AND HOLD THE CITY
HARMLESS FROM AND AGAINST ALL LIABILITY, DAMAGES, AND COSTS
(INCLUDING COURT COSTS AND REASONABLE FEES OF ATTORNEYS AND
OTHER PROFESSIONALS) ARISING OUT OF OR RESULTING FROM ANY CLAIM
THAT THE CITY'S EXERCISE OF ITS LICENSE RIGHTS, AND ITS USE OF THE
INTELLECTUAL PROPERTY, THE SUBJECT OF THIS CONTRACT, INFRINGES
THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, OR THE
BREACH OF ANY OF REPRESENTATIONS OR WARRANTIES STATED IN THE
CONTRACT DOCUMENTS. IN THE EVENT OF ANY SUCH CLAIM, THE CITY
SHALL HAVE THE RIGHT TO MONITOR SUCH CLAIM OR AT ITS OPTION
ENGAGE ITS OWN SEPARATE COUNSEL TO ACT AS CO-COUNSEL ON THE
CITY'S BEHALF.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
CONTRACTOR
BY: ______________________________
AUTHORIZED SIGNATURE
Date: _______________________________
Name:______________________________
Title: _______________________________
___________________________________
PHONE NUMBER
___________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
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CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY BY:
TODD HILEMAN
CITY MANAGER
BY: __________________________________ Date:
APPROVED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
BY: __________________________________
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Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $139,827.60. Pricing shall be per Exhibit G
attached.
2. Contract Terms
The contract term will be one (1) year, effective from the date that the City provides notice of the
award . The contract shall automatically renew each year on the
writing prior to the renewal date that the contract will not be renewed or the contract is otherwise
terminated or completed. This contract may only be automatically renewed for an additional two
(2) one-year periods, subject to the terms herein, without City Council approval.
3. Price Escalation and De-escalation
he City will implement an escalation/de-
escalation price adjustment annually based on these special terms. The escalation/de-escalation
will be based on the U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index
(PPI) for Data processing, hosting and related services (PCU5182105182105). The stated eligible
bid price will be increased or decreased based upon the annual percentage change in the PPI so
long as the change is greater than the minimum threshold value of +/- 1%. The maximum
escalation will not exceed +/- 8% for any individual year. The Contractor must submit or
make available the manufacturers pricing sheet used to calculate the bid proposal, to
participate in the escalation/de-escalation clause.
equest must be submitted in writing with supporting evidence for need of such
increase to the Purchasing Manager at least 60 days prior to the contract renewal date for each
year. The Contractor should provide documentation as a percentage of each cost associated with
the unit prices quoted for consideration. If no request is made, then it will be assumed that the
current contract price will be in effect.
Upon receipt of such request, the City of Denton, at its sole option, reserves the right to either: (1)
accept the escalation as competitive with the general market price at the time, and become effective
upon the renewal date of the contract award; or, (2) reject the increase within thirty (30) calendar
days after receipt of a properly submitted request. If a properly submitted increase is rejected, the
Contractor may request cancellation of such line items from the contract by giving the City of
Denton written notice. Cancellation will not go into effect for 15 calendar days after a
determination has been issued. The prices in effect prior to the increase request must be honored
on orders dated up to the official date of the City of Denton approval and/or cancellation.
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation
number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
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Exhibit C
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Contractor. Any deviations
Contractor. No Terms and Conditio
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
-of-way.
1. . The Contractor shall fully and timely provide all
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package
deliverables in accordance with good commercial practice and shall include a packing list showing
the description of each item, the quantity and unit price unless otherwise provided in the
Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly
address and purchase order or purchase release number and the price agreement number if
applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the
number of the container bearing the packing list. The Contractor shall bear cost of packaging.
Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all
the requirements of common carriers and any applicable specification. The City's count or weight
shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City
only when the City actually receives and accepts the deliverables.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and
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Conditions. Unl
all delivery and transportation charges. The City shall have the right to designate what method of
transportation shall be used to ship the deliverables. The point of delivery shall be that set forth as
F.O.B. Destination the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defective or non-conforming deliverables. If the City
furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance
to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables
must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity.
Any non-complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the
Contractor may notify the City of the intention to cure and may then make a conforming tender
within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance with and subject to the
applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
hereby releases and holds the City harmless from and against any liability or claim for damages of
any kind or nature if the actual site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
City Staff, partici
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under
state law, except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or
controlled substances, nor may such workers be intoxicated, or under the influence
of alcohol or drugs, on the job.
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C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, its Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. THE CONTRACTOR
SHALL INDEMNIFY AND HOLD THE CITY HARMLESS FROM AND AGAINST ALL
CLAIMS, DEMANDS, SUITS, ACTIONS, JUDGMENTS, FINES, PENALTIES AND
LIABILITY OF EVERY KIND ARISING FROM THE BREACH OF THE
IONS UNDER THIS PARAGRAPH.
Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
address and, if applicable, the tax identification number on the invoice must exactly match the
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work-hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
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Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount. The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thirty (30) calend
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to provide, are filed or reasonable evidence indicating probable filing of such
claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
which is not covered by insurance required to be provided by the Contractor;
ompleted within the
time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all
required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
viii. City shall notify Contractor within fourteen (14) days of failure(s) to the
aforementioned reasons for payment witholding and give Contractor the opportunity to
cure within fourteen (14) days.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
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G. The awarding or continuation of this contract is dependent upon the availability of funding. The
this contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not Appropriated or available and any deliverables
delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor
written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of none or
inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the contractor shall bill and the City shall reimburse contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
negotiated.
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all work
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost
of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress
or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are
completed and resolved. These books, records, documents and other evidence shall be available,
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within ten (10) business days of written request. Further, the Contractor shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records, documents and
other evidence pertaining to the Contract, and to allow the City similar access to those documents.
All books and records will be made available within a 50 mile radius of the City of Denton. The
cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater.
If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel
costs, must be borne by the Contractor which must be payable within five (5) business days of
receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day
of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the
terms of the Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City
being a named insured as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
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Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor not later than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's
current prices on orders by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current
prices on orders by others for like deliverables under similar terms of purchase.
20. WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
claims, security interests and encumbrances. THE CONTRACTOR SHALL INDEMNIFY
AND HOLD THE CITY HARMLESS FROM AND AGAINST ALL ADVERSE TITLE
CLAIMS TO THE DELIVERABLES.
21. WARRANTY DELIVERABLES: The Contractor warrants and represents that all
deliverables sold the City under the Contract shall be free from defects in design, workmanship or
manufacture, and conform in all material respects to the specifications, drawings, and descriptions
in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and
conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations,
and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall
be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law; and any attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the date of acceptance of the deliverables or from the date of acceptance of any replacement
deliverables. If during the warranty period, one or more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables,
or replace the non-
and at no additional cost to the City. All costs incidental to such repair or replacement, including
but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor.
The City shall endeavor to give the Contractor written notice of the breach of warranty within
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thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice
D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming
deliverables as required by the City, then in addition to any other available remedy, the City may
reduce the quantity of deliverables it may be required to purchase under the Contract from the
Contractor, and purchase conforming deliverables from other sources. In such event, the
Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such deliverables from another source. This provision does not apply if the non-
conforming or defective deliverable is due to limitations within the software application.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate
the City. I
Contractor shall assist and cooperate with the City to the fullest extent to enforce such
22. WARRANTY SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and workmanlike
manner in accordance with generally accepted industry standards and practices, the terms,
conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules
or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year, any
changes/modifications to the work product once the contractor has completed the SOW, by the
City or any other third party will void this warranty, from the Acceptance Date. If during the
warranty period, one or more of the above warranties are breached, the Contractor shall promptly
upon receipt of demand perform the services again in accordance with above standard at no
additional cost to the City. All costs incidental to such additional performance shall be borne by
the Contractor. The City shall endeavor to give the Contractor written notice of the breach of
warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give
C. If the Contractor is unable or unwilling to perform its services in accordance with the above
standard as required by the City, then in addition to any other available remedy, the City may
reduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources. In such event, the Contractor
shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such
services from another source.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If,
instead of requiring immediate correction or removal and replacement of defective, incomplete, or
non-conforming deliverables, the City prefers to accept it, the City may do so.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
for written
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assurance of the intent to perform. In the event that no assurance is given within the time specified
after demand is made, the demanding party may treat this failure as an anticipatory repudiation of
the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.
Upon notification, the Contractor will cease all work until notified by the City that the violation or
unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the
City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover actual damages, costs, losses
and expenses
insurance policyut
-
judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
or list for three (3) years and
any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by
law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior to
the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
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Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
reasonable control of such Party. In the event of default or delay in contract performance due to
any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such
failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for: (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents,
officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's
compensation, loss of services, or loss of income or wages to any person (including but not
subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally imposed
strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
UNDER THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A for services only. The successful firm shall procure
and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton.
The insurance shall be written by a company licensed to do business in the State of Texas and
satisfactory to the City of Denton.
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A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to, as submitted to the City and approved by the City within the procurement
process, for the duration of the Contract, including extension options and hold over periods,
and during any warranty period.
ii. The Contractor shall provide Certif
endorsements required to the City as verification of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City. Failure to
provide the required Certificate of Insurance may subject the Offer to disqualification from
consideration for award. The Contractor must also forward a Certificate of Insurance to the
City whenever a previously identified policy period has expired, or an extension option or
hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve or decrease the liability of the Contractor hereunder and shall not be construed
to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.
companies licensed to do business in the State of Texas at the time the policies are issued
and shall be written by companies with A.M. Best ratings of A- VII or better. The City
Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
where the City is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without
expense, to review certified copies of policies and endorsements thereto and may make any
reasonable requests for deletion or revision or modification of particular policy terms,
conditions, limitations, or exclusions except where policy provisions are established by law
or regulations binding upon either of the parties hereto or the underwriter on any such
policies.
x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to make reasonable adjustments to insurance coverage,
limits, and exclusions when deemed necessary and prudent by the City based upon changes
in statutory law, court decisions, the claims history of the industry or financial condition
of the insurance company as well as the Contractor.
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xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured retentions shall be
disclosed on the Certificate of Insurance.
xiii. The Contractor shall endeavor to provide th
notice of erosion of the aggregate limits below occurrence limits for all applicable
required minimums and are not intended to limit the responsibility or liability of the
Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse effect on the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City
Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title
to the deliverables and (ii) the deliverables supplied by the 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; that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims. THE
CONTRACTOR SHALL, AT ITS SOLE EXPENSE, DEFEND, INDEMNIFY, AND HOLD
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THE CITY HARMLESS FROM AND AGAINST ALL LIABILITY, DAMAGES, AND
COSTS (INCLUDING COURT COSTS AND REASONABLE FEES OF ATTORNEYS
AND OTHER PROFESSIONALS) ARISING OUT OF OR RESULTING FROM: (I) ANY
S EXERCISE ANYWHERE IN THE WORLD OF THE
RIGHTS ASSOCIATED WISHIP, AND IF APPLICABLE,
LICENSE RIGHTS, AND ITS USE OF THE DELIVERABLES INFRINGES THE
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; OR (II) THE
OF ANY OF CONTRACTORR
WARRANTIES STATED IN THIS CONTRACT. In the event of any such claim, the City shall
have the right to monitor such claim or at its option engage its own separate counsel to act as co-
deliverables shall in no way diminish Contr
and the City makes no warranty that the production, development, or delivery of such deliverables
will not impact such warranties of Contractor.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential)
Confidential Information is the valuable property of the City and/or its licensors and any
unauthorized use, disclosure, dissemination, or other release of the Confidential Information will
substantially injure the City and/or its licensors. The Contractor (including its employees,
subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information
in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use
the Confidential Information without the prior written consent of the City or in a manner not
expressly permitted under this Agreement, unless the Confidential Information is required to be
disclosed by law or an order of any court or other governmental authority with proper jurisdiction,
provided the Contractor promptly notifies the City before disclosing such information so as to
permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to
use protective measures no less stringent than the Contractor uses within its own business to protect
its own most valuable information, which protective measures shall under all circumstances be at
least reasonable measures to ensure the continued confidentiality of the Confidential Information.
Notwithstanding this paragraph, the City is subject to the public information requirements under
chapter 552 of the Texas Government Code and related exceptions.
38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and
interests throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees
to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right,
title, and interest to specific inventions under such patentable subject matter to the City and to
execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the
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Contractor for the City and the City shall own all copyrights in and to such deliverables, provided
rship of such deliverables.
Should by operation of law, such deliverables not be considered works made-for-hire, the
Contractor hereby assigns to the City (and agrees to cause each of its employees providing services
to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all
worldwide right, title, and interest in and to such deliverables. With respect to such work made-
for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its
employees providing services to the City hereunder to execute, acknowledge, and deliver a work-
made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon
delivery of such deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths,
assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection, mask work registration, trademark registration and/or
protection, letters patent, or any similar rights in any and all countries and in order to assign and
convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those
described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract
with respect to such deliverables. In the event the City should not seek to obtain copyright
protection, mask work registration or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information
under the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40. ADVERTISING: The Contractor
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
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In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contr
Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
l
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and inure to the benefit
of the City and the Contractor and their respective successors and assigns, provided however, that
no right or interest in the Contract shall be assigned and no obligation shall be delegated by the
Contractor without the prior written consent of the City, as it is a Contract personal to the
Contractor. Any attempted assignment or delegation by the Contractor shall be void unless made
in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any
person, firm or entity not a party hereto; it being the intention of the parties that there are no third
party beneficiaries to the Contract.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
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48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share th
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
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Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City:
ed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of
Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity:
discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability,
creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected
to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance:
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
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requirements). The following federally funded requirements are applicable:
A. Definitions. As used in this paragraph
i. "Component" means an article, material, or supply incorporated directly into an end
product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including
transportation costs to the place of incorporation into the end product (whether or not such
costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry
certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the
manufacture of the component, including transportation costs as described in paragraph (1)
of this definition, plus allocable overhead costs, but excluding profit. Cost of components
does not include any costs associated with the manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the
agency determines are not mined, produced, or manufactured in sufficient and reasonably
available commercial quantities of a satisfactory quality are treated as domestic. Scrap
generated, collected, and prepared for processing in the United States is considered
domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the
contract for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
respondent.
59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
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defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Respondent shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees.
Respondent is responsible for both federal and State unemployment insurance coverage and
all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or
federal or State withholding requirements. CONTRACTOR SHALL INDEMNIFY THE CITY
OF DENTON AND SHALL PAY ALL COSTS, PENALTIES, OR LOSSES RESULTING
FROM RESPONDENT'S OMISSION OR BREACH OF THIS SECTION.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any
such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the
Respondent will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
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days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay,
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Respondent shall grant access
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFP/Bid documents
3.
4. Purchase order
5. Contractor terms and conditions
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Exhibit D
INSURANCE REQUIREMENTS AND
COMPENSATION REQUIREMENTS
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.
STANDARD PROVISIONS:
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:
Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A or better.
Any deductibles or self-insured retentions shall be declared in the proposal. If requested
by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions
with respect to the City, its officials, agents, employees and volunteers; or, the contractor
shall procure a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
Liability policies shall be endorsed to provide the following:
Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
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.
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Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted:
\[X\] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
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\[X\] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic
and umbrella or excess policies. The policy will include bodily injury and property damage
liability arising out of the operation, maintenance and use of all automobiles and mobile
equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or
all owned hired and non-owned autos.
\[ \] Workers Compensation Insurance
Contractor shall purchase and maintain Workers Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers Compensation
Commission (TWCC).
\[ \] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
\[ \] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to the
contractor or if a contractor leases or rents a portion of a City building. Limits of not less
than each occurrence are required.
\[ \] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
\[ \] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
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provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
\[ \] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
\[ \] Riggers Insurance
Said coverage may be
CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Said coverage shall mirror the limits provided by the
CGL coverage
\[ \] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
ployees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than $ each occurrence are required.
\[ \] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
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ATTACHMENT 1
\[ \]
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's
employees providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on
the project until the contractor's/person's work on the project has been
completed and accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) -
includes all persons or entities performing all or part of the services the
contractor has undertaken to perform on the project, regardless of whether
that person contracted directly with the contractor and regardless of whether
that person has employees. This includes, without limitation, independent
contractors, subcontractors, leasing companies, motor carriers, owner-
operators, employees of any such entity, or employees of any entity which
furnishes persons to provide services on the project. "Services" include,
without limitation, providing, hauling, or delivering equipment or materials, or
providing labor, transportation, or other service related to a project. "Services"
does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of
classification codes and payroll amounts and filing of any overage
agreements, which meets the statutory requirements of Texas Labor Code,
Section 401.011(44) for all employees of the Contractor providing services on
the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental
entity prior to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage
ends during the duration of the project, the contractor must, prior to the end of
the coverage period, file a new certificate of coverage with the governmental
entity showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project,
and provide to the governmental entity:
1. a certificate of coverage, prior to that person beginning work on the
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project, so the governmental entity will have on file certificates of
coverage showing coverage for all persons providing services on the
project; and
2. no later than seven days after receipt by the contractor, a new certificate
of coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration of
the project.
F. The contractor shall retain all required certificates of coverage for the duration
of the project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail
or personal delivery, within 10 days after the contractor knew or should have
known, of any change that materially affects the provision of coverage of any
person providing services on the project.
H. The contractor shall post on each project site a notice, in the text, form and
manner prescribed by the Texas Workers' Compensation Commission,
informing all persons providing services on the project that they are required
to be covered, and stating how a person may verify coverage and report lack
of coverage.
I. The contractor shall contractually require each person with whom it contracts
to provide services on a project, to:
1. provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any coverage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all of
its employees providing services on the project, for the duration of the
project;
2. provide to the contractor, prior to that person beginning work on the project,
a certificate of coverage showing that coverage is being provided for all
employees of the person providing services on the project, for the duration
of the project;
3. provide the contractor, prior to the end of the coverage period, a new
certificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the duration
of the project;
4. obtain from each other person with whom it contracts, and provide to the
contractor:
a. a certificate of coverage, prior to the other person beginning work on the
project; and
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b. a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of the
project and for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal
delivery, within 10 days after the person knew or should have known, of any
change that materially affects the provision of coverage of any person
providing services on the project; and
7. Contractually require each person with whom it contracts, to perform as
required by paragraphs (1) - (7), with the certificates of coverage to be
provided to the person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all
employees of the contractor who will provide services on the project will be
covered by workers' compensation coverage for the duration of the project,
that the coverage will be based on proper reporting of classification codes and
payroll amounts, and that all coverage agreements will be filed with the
appropriate insurance carrier or, in the case of a self-insured, with the
commission's Division of Self-Insurance Regulation. Providing false or
misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. Th
contract by the contractor which entitles the governmental entity to declare the
contract void if the contractor does not remedy the breach within ten days after
receipt of notice of breach from the governmental entity.
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Exhibit E
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish an original notarized Certificate of Interest Parties
before the contract is awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Sign and notarize the Form 1295
6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
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EXHIBIT F
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 vendorwho has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendormeets 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 vendorbecomes aware of facts that require the statement to be filed. See Section
176.006(a-1), Local Government Code.
Avendorcommits an offense if the vendorknowingly violates Section 176.006, Local Government Code. An offense
under this section is a misdemeanor.
Name of vendorwho has a business relationship with local governmental entity.
1
2
Check this box if you are filing an update to a previously filed questionnaire.
th
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7business day after the
date on which you became aware that the originally filed questionnaire wasincomplete or inaccurate.)
3Name of local government officer aboutwhom 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 vendorhas 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?
YesNo
B.Is the vendorreceiving 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?
YesNo
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 ofonepercent or more?
YesNo
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.
X
5
March 2, 2017
Signature of vendor doing business with the governmental entityDate
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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
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
Executive Summary
March 2, 2017
Dear members of the Evaluation Team:
Flycast Partners would like to thank City of Denton for the opportunity to be considered as your IT Service
Management partner. Flycast Partners Inc., and Cherwell Software, LLC are excited about the possibility of
partnering with such an impressive organization.
ğƌǒĻƭ, is indicative of our vision to provide next-generation IT Service Management technology coupled with a
imate.
Flycast Partners is committed to providing technology, services and support that ensure the progressiveness,
longevity, and success of your service management objectives. We are confident that Cherwell Software will be the
last service management solution City of Denton will ever require and we look forward to helping you achieve your
organizational goals.
As information technology organizations move from the traditional support model towards a proactive and valued
is imperative they build on a foundation that will survive the test of time. Cherwell
Service Management (CSM) was architected with this underlying principle. CSM is more than a software application;
it includes a framework with built-in workflow and content to support your immediate and future business
requirements.
ng a responsive, agile, and proactive organization
that can quickly respond to the challenges that arise daily at City of Denton. By utilizing our unique Codeless Business
ers. The end result:
Enterprise Power without Enterprise Cost and Complexity.
Cherwell utilizes a SaaS 3.0 model which allows both On-Premise and Hosted deployments as well as hybrid
deployments (On-Demand deployment and On-Premise pricing as well as On-Premise deployment and On-Demand
pricing). As requested, we have provided Cherwell software and services pricing for City of Denton.
Flycast Partners has a very clear understanding of your requirements and the work to be accomplished. Upon being
awarded the contract, Flycast will perform all services as documented in a mutually agreed upon Statement-Of-
Work within the required timeframe. Flycast believes that CSM is a tremendous fit for City of Denton, and look
forward to a long term, mutually beneficial relationship with you.
On behalf of your team and Flycast Partners and Cherwell Software, we look forward to meeting each and every one
of you in person and discussing how to achieve each of your specific objectives.
Respectfully,
Noel Daniel
Account Executive
Flycast Partners, Inc
Phone: 817 984 3369 Cell: 817 880 9065
Email: noel.daniel@flycastpartners.com
http://www.flycastpartners.com
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EXHIBIT 1 PRICING SHEET
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SOLICITATION CHECKLIST
Check
when Task to be Completed by Respondent
Completed
Exhibit 1 Pricing sheet
Review Exhibit 2 General Provisions and Terms and Conditions
Review Exhibit 3 Scope of Work/Technical Specifications
N/A Review Exhibit 4 Technical Drawings and Plans (if applicable)
N/A Submission of Exhibit 5 FTP Site Form (if applicable)
N/A Review Exhibit 6 Federal Grant Requirements (if applicable)
Cover sheet
Solicitation number
Solicitation name
Firm name
Firm address
Contact name
Contact phone
Contact fax
Website address
Contact email address
Solicitation Checklist
Attachment A- Business Overview Questionnaire
Document how firm meets minimum qualifications (Section 3)
Detail to support evaluation criteria
Attachment B Exception Form
N/A Attachment C Safety Record Questionnaire (if applicable)
Attachment D Reference Form
Attachment E Conflict of Interest Questionnaire Form with signature
Attachment F - Acknowledgment
Acknowledgment of Addenda
Submission signed by authorized officer, in the order specified below
N/A Hard Copy Submission: If submitting a hard copy, the City requires one (1) original and
three (3) copies, with the pricing sheet submitted electronically in excel or emailed in excel
to Ebids@cityofdenton.com with the Solicitation # and name in the subject line.
Electronic Submission: If submitting an electronic proposal only, email to
Ebids@cityofdenton.com with the Solicitation # and name in the subject line. The pricing
sheet (Exhibit 1) must be in excel format.
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ATTACHMENT A-BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS
1. Contract Information (for formal contracting purposes):
The following information will be used to write a contract, should your firm be selected for award.
Flycast Partners, Inc.
Address: 329 S Elerson Rd, DeSoto TX 75115
Agent Authorized to sign contract (Name): Kim Gagnon, Director of Operations
kim.gagnon@flycastpartners.com
2. Subsidiary of: N/A
3. Organization Class (circle):
Partnership Corporation Individual Association
4. Tax Payer ID#: 45-0664423
5. Date Established: Mar 15, 2011
6. Historically Underutilized Business: Yes or No
7. Does your company have an established physical presence in the State of Texas, or the City of Denton?
Yes or No, in which? State of Texas
8. Please provide a detailed listing of all products and/or services that your company provides.
a. IT Service Management Software & Services
b. IT Asset Management Software & Services
c. Enterprise Service Management (Process Assessment/Engineering/Best practice)
d. ITIL Education & Simulations
9. Has your company filed or been named in any litigation involving your company and the Owner on a
contract within the last five years under your current company name or any other company name? If so
provide details of the issues and resolution if available. Include lawsuits where Owner was involved.
(Notice: Failure to disclose this information during proposal submission, and later discovered, may result
in contract termination at the
Flycast Partners has no pending litigation and no pending material legal claims against our company.
10. Have you ever defaulted on or failed to complete a contract under your current company name or any
other company name? If so, where and why? Give name and telephone number of Owner.
No
11. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone
number (s) of Owner (s).
No, 100% success on implementations
12. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910
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http://www.osha.gov/pls/oshaweb/owasrch.search_form?p_doc_type=STANDARDS&p_toc_level
=1&p_keyvalue=1926
NA
13. Resident/Non-Resident Bidder Determination:
Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and other
governmental units from awarding contracts to a non-resident firm unless the amount of such a bid is
lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to
underbid in the non-
address and phone number of:
a. Responding firms principle place of business:
329 S Elerson Rd, DeSoto TX 75115
b. iness:
329 S Elerson Rd, DeSoto TX 75115
c.
NA
14. Identify all travel costs associated with onsite implementation work including, but not limited to,
the following expenses: transportation, lodging, meals, and sundries.
Listed below is estimated travel expenses for a contiguous 3 day onsite engagement. As per the attached
sow, two such trips are required for the planning activities.
Air Fair - $450
Hotel- $405 @ $135 per night
Car- $100
Per Diem- $175
Airport Parking- $70
Gas- $30
Total- $1230 x 2 trips = $2460 for two 3 day engagements
15. Provide details to support the evaluation criteria, including experience and delivery.
Flycast Partners provide best-of-value ITSM solutions. As a Cherwell Preferred Partner operating in North
America and Canada, we deliver innovative, cost-
challenges. The combined expertise and experience of our highly trained professionals deliver and support
ITSM solutions based on industry standards and best-practices. Our comprehensive solutions portfolio
includes products from the leading ITSM vendors with deployment options ranging from conventional on-
premises implementation to our unique on Premise and Managed-SaaS offerings.
As premier suppliers of on-premise and cloud technologies we deliver sustainable change at the right time and
at the right cost. While solution providers have come and gone or have changed their way of doing business,
we have maintained our customer-focused values despite continuous shifts in technology in the marketplace.
Flycast Partners provides a range of services designed to help organizations irrespective of where they are in
their ITSM improvement initiative. We are committed to providing services that balance the people, process
and technology perspectives unique to every organization.
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Flycast Partners works with organizations to identify, implement and continuously improve their delivery of IT
Service Management services which increases their return on investment. We align our goals with yours to
help you meet and exceed your business objectives.
Flycast Pastners has over 50 employees with an average of approximately 10+ years in the ITSM industry. We
are 100% focused on the Service and Support Industry representing best-of-breed IT service management
solutions based on specific customer requirements utilizing Cherwell, Easy Vista, BMC FootPrints, BMC
RemedyForce, TrackIt!, and Service Desk Express.
Flycast Partners has approximately 250 customers, of which approximately 50 utilize the Cherwell Service
in North America in terms of sales and delivery. Flycast Partners is a partner in good standing with Cherwell
Software and maintains relationships at the corporate, delivery, and field sales organizational levels.
Flycast Partners look forward to including The City of Denton to the representative list of our other Cherwell
customers; NASCAR, Epicor Software, Shasta County, CA, Bank of the West, Virgin America, Innova Systems,
Vantage Data Centers, Webster University, D R Horton, Rust-Oleum, Lincoln Electric Systems, Lumenate, St.
Luke Health Systems, American Heart Association, Menninger Clinic, Trinity River Energy, Loan Depot, Inalfa
Roof Systems, Alliance Healthcare Services, MOGAS, Fortna.
Many ITSM improvement programs fail when employees struggle to apply a best practice theory to daily work
activities and new processes. Getting a technology or compliance program ready for go-live is only half the
challenge -
nificant journey that requires not only the adoption of new processes and the technologies
to support them, but also behavioral changes in IT staff.
To ensure a more successful ITSM implementation, our Enablement Methodology includes an incremental,
people-oriented approach that provides a solid road on which to make the journey. This road, grounded on
ITIL principles and built on best in class solutions, offers a structure that guides IT staff in the right direction,
facilitating the desired behavioral changes required to meet your ITSM requirements.
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and is governed by timeframe/urgency; organizational maturity; in-house technical skill set and budget.
Flycast Partners employs a team of trainers, consultants and account managers who have many years
implementation model to ensure we follow best practices for successful solution delivery:
delivery and aftercare including:
Project Engagement/Management Team
Implementation Consultancy
Customization and Integration Services
Education and Training
Software Support/Remote Administration Services
Flycast cannot know the schedules and availability of specific consulting resources at the time of engagement
until time of contract award with City of Denton. Upon award of the project, Flycast Partners will assign a
Senior Consultant and Project Manager. For your reference, we have provided a bio of a typical Cherwell
consultant.
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.
A Consultant with over 20 years of extensive experience in IT Service Management Professional Services,
Educations Services and Support Services. Responsible for the entire gamut of the product life cycle including
Pre-Sales, Design Workshops, Implementations, Training and on-going customer support of vast customizations
and best practices. Using standard and customized ITSM ITIL framework and years of experience to
accommodate a wide variety of public and private customers in the Americas, EMEA and APAC.
Design Workshops and ITSM Consulting
Educations Services to both Customers and Principle Partner Boot Camp Instructor
Complete Implementation Management, including Project Management
Wrote complete Educational Manuals for 3 versions BMC SDE for each module of the application suite
Implemented a wide variety of Integrations, using Integration tools as well as MSSQL DTS (pre- 2008) and
SQL Integration Services
Custom Report writing expert in both Crystal Reports and MSSQL
Delivered services in English, German and Spanish
Additional conversational skills in Russian and intermediate skills in French and Dutch
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Virtual Instruments
Completed a project for 4 distinct Service Desks within Cherwell. Designed a solution to support Corporate,
Engineers, HR, and Facilities. Each Service Desk maintains their own Service Catalog and Customer base. Also
designed integrations with Solar Winds, SCCM and Active Directory.
GameStop
Project is in progress and requires support for Corporate, Manufacturing and Retail Store Support. Project will
include a Configuration Management Database with several interfaces for discovery and automation. Key
integrations include SCCM, VMWare Orchestrator, Active Directory, and Bomgar for Chat and Remote Control.
Tarrant County Community College
Implemented Cherwell Service Management to support Staff and Faculty. Delivered ITSM Design Workshops
and completed Design Documentation. Implemented Phase I Processes of Incident, Problem, Service Request
Management, Change Management and Service Catalog. Phase II will include Asset and Configuration
Management which is in progress.
Dallas, Texas; Hong Kong; Tel Aviv, Israel; Sao Paolo, Brazil, Berlin, Germany, London, UK 2005 - 2012
Delivered Partner Boot Camps for BMC Software Service Desk Express versions 8 10.2 (last SDE Version).
Wrote all documentation for the training from version 9.x to 10.x. The Boot Camps were primarily delivered in
English but help and some overviews were also provided in German and Spanish.
US Navy, (NCDOC Navy Cyber Defense Operations Command, Norfolk, VA) 2012
Implemented BMC Service Desk Express in the NIPR environment over a 6 month period with on-site escort. This
included Incident, Change, Problem, Purchase Requests and CMDB management. Created several integrations
to CMDB systems and provided training on all modules to be implemented in SIPR by Navy personnel. Created
and delivered a variety of custom Crystal Reports.
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National Academy of Sciences (Washington, D.C.) 2011 - present
Implemented SDE for the IT Department and HR Department, including a variety of integrations and web services
applications. The implementation included Incident and Change Management. Continue to provide on-going as-
needed application support for an end-of-life product. Created and delivered a variety of custom Crystal Reports.
City of Garland (Texas) 2000 - present
Implemented and customized Magic and then its predecessor Service Desk Express. The application is used by
the IT Department of the City of Garland, Facilities, HR, Fire and Police Departments and the city Library system.
All modules of SDE were implemented, including Incident, Change, Problem, Work Order, Configuration
Management and Purchasing. Created many custom reports as well as a functions and triggers to manage the
reporting requirements. Continue to provide on-going as-needed application support for an end-of-life product.
NATO Warfare Division (Stavanger, Norway) 2010
Provided BMC SDE Administrator version 9.x training to EMEA staff, both military and civilian, at the Stavanger,
Norway IT center.
Renaissance Reinsurance (RenRe) (Bermuda and London) 2009 - present
Implemented BMC SDE for Incident, Change and Configuration Management for Global Service Desk.
Implementation included best practices as well as ITIL requirements and SOX compliance rules and processes.
RenRe even
system for go-live and post go-live. Continue to provide services for Supportworks for the London, Dublin and the
Bermuda IT centers.
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Statement of Work
Cherwell Services
Prepared for
City of Denton
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Purpose
The following City of Denton
Cherwell
Executive Summary
This Statement of Work proposes services for the Customer on the Cherwell product(s). The services include the planning and
implementation of the following services/processes:
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
Flycast services are designed to advise and train the IT Service ManCherwell Administrator(s)
on the best practices for their Cherwell solution. The Senior Consultant will review current and future ITSM process(s) and suggest
how to best architect and automate the solution.
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Overview
Service Description Element Days Sub Totals
Core Components
Core Component Setup - SaaS
1.00
SaaS Staging & Component Provisioning Provisioning 1.00
Security Model 1.00
Security Model Design Workshop Design Workshop 0.50
Security Model Design Limited Configuration Configuration 0.50
Major Processes
Self-Service & Service Catalog 5.00
Self-Service Portal Design Workshop Design Workshop 0.50
Self-Service Portal Configuration Configuration 2.00
Service Catalog Design Workshop Design Workshop 0.50
Service Catalog Configuration Configuration 2.00
Incident Management and Service Request (Service Desk) 7.50
Service Desk Design Design Workshop 1.00
Service Desk Documentation Design Documentation 0.50
Service Desk Configuration Configuration 5.00
Go-Live Support UAT Assistance 1.00
Problem Management 3.00
Problem Management Design Design Workshop 0.50
Problem Management Configuration Configuration 2.00
Go-Live Support UAT Assistance 0.50
Change Management 7.50
Change Management Design Design Workshop 1.00
Change Management Documentation Design Documentation 0.50
Change Management Configuration Configuration 5.00
Go-Live Support Go-Live Support 1.00
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Service Asset & Configuration Management 6.00
SA & CM Design Design Workshop 1.00
SA & CM Documentation Design Documentation 0.50
SA & CM Configuration Configuration 4.00
Go-Live Support Go-Live Support 0.50
Knowledge Management 2.00
Knowledge Management Design Design Workshop 0.50
Knowledge Management Configuration Configuration 1.50
Customer Satisfaction Survey Management 2.00
Survey Design Design Workshop 0.50
Survey Configuration Configuration 1.50
Mobile Optimization 1.00
Mobile Planning Design Workshop 0.25
Mobile Configuration Configuration 0.75
Cherwell Consulting
Cherwell Consultant Assistance 1.00
UAT Workshop UAT Assistance 1.00
Integrations
Standard Integrations 3.00
SCCM Asset Inventory Assistance
Design & Configuration 2.00
Cisco Call Manager Screen Pop
Design & Configuration 1.00
Project Management
Project Management 5.00
Flycast Project Management Project Management 5.00
Total Days: 45.00
delivery order. Actual scheduling will be ha
paperwork has been completed.
call to evaluate the requirements.
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Engagement Detail
SaaS Staging & Component Provisioning (1-Instance)
Project Phase: Implementation Assistance Work Effort: 1-Day(s)
Delivery Synopsis:
The purpose of this session is assist the Customer with the staging of their Cherwell Service Management Solution. If the Customer
required additional environments to be configured additional time will be required, please contact the Engagement Manager if
another instance is needed.
Delivery Activities:
Install Cherwell Service Management®
o Configure Cherwell software services
o Configure Cherwell Auto-deploy
o Test Cherwell software installation
Setup and configure Email and Event Monitor
o Setup connectivity to POP3 email server and SMTP server.
o Configure Event Monitor to receive incoming e-mail to create, update, and close Incidents.
o Email notification of assignment to relevant group or technician.
Setup and configure Active Directory
o Configure integration with LDAP to load employee/customer table.
o Configure Cherwell Users (Technicians) logins for single sign-on.
Setup and configure Scheduler
o Configure scheduler for scheduled process.
Setup and configure Auto Deploy
o Configure Auto Deploy to install client software.
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): Systems Administrator, applicable technical resources for
platform/application
Coordinate internal Customer resources and logistics for scheduled activities as needed
Ensure that internal Customer resources assist with the installation of the Cherwell Service
Customer Responsibility
Management application as needed
Plan, manage and execute all internal communications with internal Customer resources
Flycast will work with the Customer to stage and provision the Cherwell Service Management
Flycast Responsibility
product from a SaaS platform. A fully staged CSM application is the deliverable for this session.
Security Model
Project Phase: Plan Work Effort: 0.5-Day(s)
Delivery Synopsis:
The purpose for this session is for Flycast to conduct an interactive, onsite Security
Process Owners to review their desired business requirements. Emphasis will be placed on transferring knowledge to customer staff
related to best practices in designing and configuring Cherwell to meet their current and on-going requirements.
Delivery Activities:
Forms, fields, logic, validation rules for any forms to be implemented
Determine design to be used in Cherwell
Determine what will be performed by Flycast and what will be performed by Customer
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator
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SaaS Staging & Component Provisioning (1-Instance)
Provide approved Business Requirement documentation that details the Cus
Model process. These documents can include current policies, processes and work instruction
related to the Security Model process requirements.
Coordinate engagement sponsor(s), stakeholder(s), and other internal Customer resources and
logistics for scheduled activities as needed
Customer Responsibility
Ensure that engagement sponsor(s), stakeholder(s), and other internal Customer resources attend
the Security Model Design Workshop session(s)
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast will work with the Customer during the Design workshop. The Customer is responsible to
Flycast Responsibility
complete the documentation of the Design workshop.
Incident Management and Request Fulfillment
Project Phase: Plan Work Effort: 1-Day(s)
Delivery Synopsis:
Owners to review their desired workflows, and business processes to determine a feasible design for CSM that meets the
practices in designing and configuring Cherwell to meet their current and on-going requirements.
Delivery Activities:
Review out-of-the-box (OOTB) discuss gaps between OOTB and desired functionality
Forms, fields, logic, validation rules for any forms to be implemented
Services, categories, sub-categories
Status codes and descriptions
SLAs or Service Level Targets
Determine design to be used in Cherwell
Determine what will be performed by Flycast and what will be performed by Customer
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator
Incident
Management and Request Fulfillment process. These documents can include current policies,
Incident Management and Request
Fulfillment process requirements.
Coordinate engagement sponsor(s), stakeholder(s), and other internal Customer resources and
Customer Responsibility
logistics for scheduled activities as needed
Ensure that engagement sponsor(s), stakeholder(s), and other internal Customer resources attend
the Incident Management and Request Fulfillment Design Workshop session(s)
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast will work with the Customer to begin the Planning Workbook based on the feedback and
recommendations of the Planning session. The Planning Workbook is the responsibility of the
Flycast Responsibility
customer to complete, the Customer must obtain the appropriate approvals and will own the
document moving forward
Problem Management
Project Phase: Plan Work Effort: 0.5-Day(s)
Delivery Synopsis:
The purpose for this session is for Flycast to conduct an interactive, onsite Problem Management design workshop with the
at
meets the Cust
practices in designing and configuring Cherwell to meet their current and on-going requirements.
Delivery Activities:
Review OOTB discuss gaps between OOTB and desired functionality
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SaaS Staging & Component Provisioning (1-Instance)
Forms, fields, logic, validation rules for any forms to be implemented
Determine design to be used in Cherwell
Determine what will be performed by Flycast and what will be performed by Customer
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator
Provide approved Business Requirement documentation that details the Customer
Management process. These documents can include current policies, processes and work
Coordinate engagement sponsor(s), stakeholder(s), and other internal Customer resources and
logistics for scheduled activities as needed
Customer Responsibility
Ensure that engagement sponsor(s), stakeholder(s), and other internal Customer resources attend
the Problem Management Design Workshop session(s)
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast will work with the Customer to begin the Planning Workbook based on the feedback and
recommendations of the Planning session. The Planning Workbook is the responsibility of the
Flycast Responsibility
customer to complete, the Customer must obtain the appropriate approvals and will own the
document moving forward
Change Management
Project Phase: Plan Work Effort: 1-Day(s)
Delivery Synopsis:
The purpose for this session is for Flycast to conduct an interactive, onsite Change Management design workshop with the
at
requirements. Emphasis will be placed on transferring knowledge to customer staff related to best
practices in designing and configuring Cherwell to meet their current and on-going requirements.
Delivery Activities:
Review OOTB discuss gaps between OOTB and desired functionality
Forms, fields, logic, validation rules for any forms to be implemented
Review approval process(s)
Review impact assessment
Determine design to be used in Cherwell
Determine what will be performed by Flycast and what will be performed by Customer
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator
Provide approved Business Requirement do
Management process. These documents can include current policies, processes and work
Coordinate engagement sponsor(s), stakeholder(s), and other internal Customer resources and
logistics for scheduled activities as needed
Customer Responsibility
Ensure that engagement sponsor(s), stakeholder(s), and other internal Customer resources
attend the Change Management Design Workshop session(s)
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast will work with the Customer to begin the Planning Workbook based on the feedback and
recommendations of the Planning session. The Planning Workbook is the responsibility of the
Flycast Responsibility
customer to complete, the Customer must obtain the appropriate approvals and will own the
document moving forward
Service Asset and Configuration Management (CMDB)
Project Phase: Design Workshop Work Effort: 1-Day(s)
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SaaS Staging & Component Provisioning (1-Instance)
Delivery Synopsis:
The purpose for this session is for Flycast to conduct an interactive, onsite Service Asset and CMDB design workshop with the
rocesses to determine a feasible design for CSM that
st
practices in designing and configuring Cherwell to meet their current and on-going requirements.
Delivery Activities:
Review OOTB discuss gaps between OOTB and desired functionality
Forms, fields, logic, validation rules for any forms to be implemented
Determine where data is located in existing systems and how it will be accessed for import or linking into CSM
Determine data mapping between existing systems and CSM
CI types
CI attributes
Determine design to be used in Cherwell
Determine what will be performed by Flycast and what will be performed by Customer
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator
and Configuration Management (CMDB) process. These documents can include current policies,
Management (CMDB) process requirements.
Coordinate engagement sponsor(s), stakeholder(s), and other internal Customer resources and
Customer Responsibility
logistics for scheduled activities as needed
Ensure that engagement sponsor(s), stakeholder(s), and other internal Customer resources attend
the Service Asset and Configuration Management (CMDB) Design Workshop session(s)
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast will work with the Customer during the Design workshop. The Customer is responsible to
Flycast Responsibility
complete the documentation of the Design workshop.
Self-Service Portal & Service Catalog (Internal)
Project Phase: Plan Work Effort: 1-Day(s)
Delivery Synopsis:
The purpose for this session is for Flycast to conduct an interactive, onsite Self-Service Portal & Service Catalog design workshop
or
ferring knowledge to customer staff related
to best practices in designing and configuring Cherwell to meet their current and on-going requirements.
Delivery Activities:
Review OOTB discuss gaps between OOTB and desired functionality
cumented process
Forms, fields, logic, validation rules for any forms to be implemented
Review link functionality for password reset.
Determine design to be used in Cherwell
Determine what will be performed by Flycast and what will be performed by Customer
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator
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DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F
SaaS Staging & Component Provisioning (1-Instance)
-Service
Portal & Service Catalog processes. These documents can include current policies, processes and
work instruction related to the Self-Service Portal process requirements.
Coordinate engagement sponsor(s), stakeholder(s), and other internal Customer resources and
logistics for scheduled activities as needed
Customer Responsibility
Ensure that engagement sponsor(s), stakeholder(s), and other internal Customer resources attend
the Self-Service Portal Design Workshop session(s)
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast will work with the Customer during the Design workshop. The Customer is responsible to
Flycast Responsibility
complete the documentation of the Design workshop.
Knowledge Management
Project Phase: Design Workshop Work Effort: 0.5-Day(s)
Delivery Synopsis:
The purpose for this session is for Flycast to conduct an interactive, onsite Knowledge Management design workshop with the
desired business requirements. Emphasis will be placed on transferring knowledge to
customer staff related to best practices in designing and configuring Cherwell to meet their current and on-going requirements.
Delivery Activities:
Review OOTB discuss gaps between OOTB and desired functionality
Review existing knowledge sources and how they will be used with CSM
Determine design to be used in Cherwell
Determine what will be performed by Flycast and what will be performed by Customer
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator
Knowledge
Management process. These documents can include current policies, processes and work
instruction related to the Knowledge Management process requirements.
Coordinate engagement sponsor(s), stakeholder(s), and other internal Customer resources and
logistics for scheduled activities as needed
Customer Responsibility
Ensure that engagement sponsor(s), stakeholder(s), and other internal Customer resources attend
the Knowledge Management Design Workshop session(s)
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast will work with the Customer during the Design workshop. The Customer is responsible to
Flycast Responsibility
complete the documentation of the Design workshop.
Customer Satisfaction Survey
Project Phase: Design Workshop Work Effort: 0.5-Day(s)
Delivery Synopsis:
The purpose for this session is for Flycast to conduct an interactive, onsite Customer Satisfaction Survey design workshop with the
to review their desired business requirements. Emphasis will be placed on transferring knowledge to
customer staff related to best practices in designing and configuring Cherwell to meet their current and on-going requirements.
Delivery Activities:
Review OOTB discuss gaps between OOTB and desired functionality
Review existing survey(s)/questions if any
Determine design to be used in Cherwell
Determine what will be performed by Flycast and what will be performed by Customer
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SaaS Staging & Component Provisioning (1-Instance)
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator
Provide approved Business Requirement documentation that details
Satisfaction Survey process. These documents can include current policies, processes and work
instruction related to the Customer Satisfaction Survey process requirements.
Coordinate engagement sponsor(s), stakeholder(s), and other internal Customer resources and
logistics for scheduled activities as needed
Customer Responsibility
Ensure that engagement sponsor(s), stakeholder(s), and other internal Customer resources attend
the Customer Satisfaction Survey Design Workshop session(s)
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast will work with the Customer during the Design workshop. The Customer is responsible to
Flycast Responsibility
complete the documentation of the Design workshop.
System Level Documentation
Project Phase: Documentation Work Effort: 1.5-Day(s)
Delivery Synopsis:
The purpose of this session is to document the System level configuration that has been proposed in the prior Design Workshops.
This documentation will be in Word format. Flycast will provide this information to the Customer, the Customer is responsible for
owning and maintaining this documentation once it has been completed.
Delivery Activities:
Review and document the
format) that will be used for the remaining configuration and implementation engagements.
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): Systems Administrator
Coordinate engagement sponsor(s), stakeholder(s), and other internal Customer resources and
logistics for activities as needed
Customer Responsibility
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast Responsibility
Flycast will
Security model
Project Phase: Implementation Assistance Work Effort: 0.5-Day(s)
Delivery Synopsis:
The purpose for this session is for Flycast to perform implementation assistance of basic out-of-the-
requirements as are
possible within the time scoped for this session. The Flycast consultant will provide guidance to ensure that any design or
configuration requests from the customer are feasible and can be accomplished within the amount of time scoped.
Delivery Activities:
Design and configure security settings.
Coach Customer on configuration and maintenance of security settings including users, roles, teams, and security groups as
identified in the design workshop.
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator
Review the configured functionality to ensure that it meets the Customers expectation
Customer Responsibility
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast will work with the Customer to review the implemented functionality. This is a Time and
Flycast Responsibility
Material engagement, Flycast will configure as much of the functionality as time allows.
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SaaS Staging & Component Provisioning (1-Instance)
Incident Management and Request Fulfillment
Project Phase: Implementation Assistance Work Effort: 5-Day(s)
Delivery Synopsis:
The purpose for this session is for Flycast to perform implementation assistance of basic out-of-the-
e
possible within the time scoped for this session. The Flycast consultant will provide guidance to ensure that any design or
configuration requests from the customer are feasible and can be accomplished within the amount of time scoped.
Delivery Activities:
Implement basic out-of-the-box Incident Management and Request Fulfillment with minor modifications to support design developed
in the design workshop.
Implement basic SLAs in support of Incident Management and Request Fulfillment.
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator
Provide the required data needed to populate the applicable tables, forms, emails, etc. needed to
configure the process. The Customer must also be available to provide input and make decisions
on processes and layouts.
Customer Responsibility Coordinate the user acceptance testing team and other internal resources and logistics for testing
the configured Incident Management & Request Fulfillment workflow processes.
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast will work with the Customer to configure the process. This is a Time and Material engagement,
Flycast will configure as much of the process as time allows. The configuration will be based on the
Design Workshop planning session which is the responsibility of the customer to approve and finalize.
Flycast Responsibility
Flycast will Coach the Customer's Administration team, as time permits, in how to best configure
Cherwell Se
Flycast is not responsible for data modification, cleansing, or alteration before, during, or after any
applicable data being imported.
Problem Management
Project Phase: Implementation Assistance Work Effort: 2-Day(s)
Delivery Synopsis:
The purpose for this session is for Flycast to perform implementation assistance of basic out-of-the-
Management functionality. Flycast will make as many configuration changes to meet the
possible within the time scoped for this session. The Flycast consultant will provide guidance to ensure that any design or
configuration requests from the customer are feasible and can be accomplished within the amount of time scoped.
Delivery Activities:
Implement basic out-of-the-box Problem Management with minor modifications to support design developed in the design
workshop.
Implement basic SLAs in support of Problem Management.
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator
Provide the required data needed to populate the applicable tables, forms, emails, etc. needed to
configure the process. The Customer must also be available to provide input and make decisions
on processes and layouts.
Customer Responsibility Coordinate the user acceptance testing team and other internal resources and logistics for testing
the configured Problem Management workflow process.
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
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SaaS Staging & Component Provisioning (1-Instance)
Flycast will work with the Customer to configure the process. This is a Time and Material engagement,
Flycast will configure as much of the process as time allows. The configuration will be based on the
Design Workshop planning session which is the responsibility of the customer to approve and finalize.
Flycast Responsibility
Flycast will Coach the Customer's Administration team, as time permits, in how to best configure
Flycast is not responsible for data modification, cleansing, or alteration before, during, or after any
applicable data being imported.
Change Management
Project Phase: Implementation Assistance Work Effort: 5-Day(s)
Delivery Synopsis:
The purpose for this session is for Flycast to perform implementation assistance of basic out-of-the-
Management functionality. Flycast wil
possible within the time scoped for this session. The Flycast consultant will provide guidance to ensure that any design or
configuration requests from the customer are feasible and can be accomplished within the amount of time scoped.
Delivery Activities:
Implement basic out-of-the-box Change Management with minor modifications to support design developed in the design workshop.
Implement basic SLAs in support of Change Management.
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator
Provide the required data needed to populate the applicable tables, forms, emails, etc. needed
to configure the process. The Customer must also be available to provide input and make
decisions on processes and layouts.
Customer Responsibility Coordinate the user acceptance testing team and other internal resources and logistics for
testing the configured Change Management workflow process.
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast will work with the Customer to configure the process. This is a Time and Material
engagement, Flycast will configure as much of the process as time allows. The configuration will be
based on the Design Workshop planning session which is the responsibility of the customer to
approve and finalize.
Flycast Responsibility
Flycast will Coach the Customer's Administration team, as time permits, in how to best configure
Flycast is not responsible for data modification, cleansing, or alteration before, during, or after
any applicable data being imported.
Service Asset and Configuration Management Database (CMDB)
Project Phase: Implementation Assistance Work Effort: 4-Day(s)
Delivery Synopsis:
The purpose for this session is for Flycast to perform implementation assistance of basic out-of-the-
ycast
consultant will provide guidance to ensure that any design or configuration requests from the customer are feasible and can be
accomplished within the amount of time scoped.
Delivery Activities:
Implement basic out-of-the-box Service Asset and Configuration Management with minor modifications to support design developed
in the design workshop.
Implement basic SLAs in support of Service Asset and Configuration Management.
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator
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SaaS Staging & Component Provisioning (1-Instance)
Provide the required data needed to populate the applicable tables, forms, emails, etc. needed to
configure the process. The Customer must also be available to provide input and make decisions
on processes and layouts.
Coordinate the user acceptance testing team and other internal resources and logistics for testing
Customer Responsibility
the configured Service Asset and Configuration Management Database (CMDB) workflow
processes.
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast will work with the Customer to configure the process. This is a Time and Material
engagement, Flycast will configure as much of the process as time allows. The configuration will be
based on the Design Workshop planning session which is the responsibility of the customer to
approve and finalize.
Flycast Responsibility
Flycast will Coach the Customer's Administration team, as time permits, in how to best configure
processes.
Flycast is not responsible for data modification, cleansing, or alteration before, during, or after any
applicable data being imported.
IT Portal (Self Service)
Project Phase: Implementation Assistance Work Effort: 2-Day(s)
Delivery Synopsis:
The purpose for this session is for Flycast to perform implementation assistance of basic out-of-the-
as are
possible within the time scoped for this session. The Flycast consultant will provide guidance to ensure that any design or
configuration requests from the customer are feasible and can be accomplished within the amount of time scoped.
Delivery Activities:
Implement basic out-of-the-box Self-Service using dashboards as landing pages with minor modifications to enable users to enter
incidents and requests online via the Web interface.
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator
Review the configured functionality to ensure that it meets the Customers expectation
Customer Responsibility
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast will work with the Customer to review the implemented functionality. This is a Time and
Flycast Responsibility
Material engagement, Flycast will configure as much of the functionality as time allows.
Service Catalog
Project Phase: Implementation Assistance Work Effort: 2-Day(s)
Delivery Synopsis:
The purpose for this session is for Flycast to perform implementation assistance of basic out-of-the-
e
possible within the time scoped for this session. The Flycast consultant will provide guidance to ensure that any design or
configuration requests from the customer are feasible and can be accomplished within the amount of time scoped.
Delivery Activities:
Implement basic out-of-the-box Service Catalog with minor modifications to support design developed in the design workshop.
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator
Review the configured functionality to ensure that it meets the Customers expectation
Customer Responsibility
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast will work with the Customer to review the implemented functionality. This is a Time and
Flycast Responsibility
Material engagement, Flycast will configure as much of the functionality as time allows.
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SaaS Staging & Component Provisioning (1-Instance)
Knowledge Management
Project Phase: Implementation Assistance Work Effort: 2-Day(s)
Delivery Synopsis:
The purpose for this session is for Flycast to perform implementation assistance of basic out-of-the-
e
possible within the time scoped for this session. The Flycast consultant will provide guidance to ensure that any design or
configuration requests from the customer are feasible and can be accomplished within the amount of time scoped.
Delivery Activities:
Implement basic out-of-the-box Knowledge Management.
Configure approval process
Set to Read-Only after approval
Configure review process
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator
Review the configured functionality to ensure that it meets the Customers expectation
Customer Responsibility
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast will work with the Customer to review the implemented functionality. This is a Time and
Flycast Responsibility
Material engagement, Flycast will configure as much of the functionality as time allows.
Customer Satisfaction Survey
Project Phase: Implementation Assistance Work Effort: 1-Day(s)
Delivery Synopsis:
The purpose for this session is for Flycast to perform implementation assistance of basic out-of-the-
Management functionality. Flycast will make as many configuration changes to m
possible within the time scoped for this session. The Flycast consultant will provide guidance to ensure that any design or
configuration requests from the customer are feasible and can be accomplished within the amount of time scoped.
Delivery Activities:
Implement basic out-of-the-box Customer Satisfaction Surveys
Configure process to control throttling surveys (how and when surveys get sent)
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator
Provide the required data needed to populate the applicable tables, forms, emails, etc. needed to
configure the process. The Customer must also be available to provide input and make decisions
on processes and layouts.
Customer Responsibility Coordinate the user acceptance testing team and other internal resources and logistics for testing
the configured Customer Satisfaction Survey.
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast will work with the Customer to configure the process. This is a Time and Material
engagement, Flycast will configure as much of the process as time allows. The configuration will be
based on the Design Workshop planning session which is the responsibility of the customer to
approve and finalize.
Flycast Responsibility
Flycast will Coach the Customer's Administration team, as time permits, in how to best configure
Flycast is not responsible for data modification, cleansing, or alteration before, during, or after any
applicable data being imported.
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DocuSign Envelope ID: 26FE8914-4F07-42F6-B93E-76BEA26B574F
SaaS Staging & Component Provisioning (1-Instance)
Browser Client & Mobile Device Support
Project Phase: Implementation Assistance Work Effort: 1-Day(s)
Delivery Synopsis:
The purpose for this session is for Flycast to configure the basic Browser Client & Mobile Devices Support out-of-the-
Cherwell Service Management
as are possible within the time scoped for this session. The Flycast consultant will provide guidance to ensure that any design or
configuration requests from the customer are feasible and can be accomplished within the amount of time scoped.
Delivery Activities:
Enables technicians to log into Cherwell in a browser (Internet Explorer, Firefox, Safari, etc.) and work with Incidents or any other
major business objects (Problems, Changes, etc.). Users can search in an ad-hoc manner or run existing searches, create new
records and edit existing records.
Implement basic out-of-the-box support for mobile devices with minor modifications to enable users to work with data from
supported mobile devices.
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): Systems Administrator
Review the configured functionality to ensure that it meets the Customers expectation
Customer Responsibility
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast will work with the Customer to review the implemented functionality. This is a Time and
Flycast Responsibility
Material engagement, Flycast will configure as much of the functionality as time allows.
UAT Workshop
Project Phase: UAT Planning Work Effort: 1-Day
Delivery Synopsis:
The purpose of this session is to assist the Customer in the planning of the User Acceptance Testing. While the actual UAT will be
done by the Customer this workshop is designed to assist in helping the Customer devise the proper UAT plan and roadmap
following best practices and Customer requirements for the various processes
Delivery Activities:
Review the current process standing and discuss when the UAT testing should begin.
Work to develop a list of metrics and test requirements that must be met for each process to be successful.
Develop a timeframe for the Customer to perform these tasks.
Discuss remediation of potential problems along with how to put in Change Orders as needed to adjust days within this
SOW.
Provide recommendations for the next phase in the Customers environment, if applicable
The result of this engagement will be a simple UAT checklist of requirements that must be met for each process (e.g. Service Desk,
production.
Please Note: The actual UAT testing will be performed by the Customer.
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator; Workspace
Agents, End Customers
Coordinate engagement sponsor(s), stakeholder(s), and other internal Customer resources and
logistics for UAT planning activities as needed
Customer Responsibility
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast will work with the Customer to develop a simple UAT checklist of requirements that must be
Flycast Responsibility
met in order for each process to begin the transition to production.
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SaaS Staging & Component Provisioning (1-Instance)
Go-Live Support
Project Phase: Go-Live Work Effort: 3-Day(s)
Delivery Synopsis:
-nagement
environment. Flycast
issues that may arise during the operational transition.
Delivery Activities:
Review the completed process and identify issues that may arise due to the large volume of tickets
Provide functional support and triage technical issues that may arise
Provide best practices recommendations based on end Customer feedback from the implemented process(s)
Provide recommendations for the next phase in the Customers environment, if applicable
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator; Agents, End
Customers
Coordinate engagement sponsor(s), stakeholder(s), and other internal Customer resources and
-vities as needed
Customer Responsibility
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast will work with the Customer to transition their environment from staging to production. This
Flycast Responsibility
is a Time and Material engagement with no specific deliverable.
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SCCM Integrations
Project Phase: Design and Configuration Work Effort: 2-Day(s)
Delivery Activities:
1-Day SCCM Integration
1-Day Configuration Session (Standing up CMDB to house the Asset Information)
Determine what will be performed by Flycast and what will be performed by Customer
Please Note: Scripts (provided by Flycast) must be run on the SCCM SQL server to present the views required by Cherwell. A SQL subject matter
expert must be available to do this step at the beginning of this engagement.
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator
Provid
and Report requirements. These documents can include current reports, and other such metrics
related to the Integrations.
Coordinate engagement sponsor(s), stakeholder(s), and other internal Customer resources and
logistics for scheduled activities as needed
Ensure that engagement sponsor(s), stakeholder(s), and other internal Customer resources attend
the Dashboards and Reports Design Workshop session(s)
Customer Responsibility
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Customer will have Services, Categories, Sub-categories, Default routing teams, Approvers, rules
for routing approvals and notifications well defined before the start of the design workshop.
Work with Flycast consultant to ensure designs are feasible and can be accomplished within the
amount of time scoped.
Flycast will work with the Customer during the Design workshop. The Customer is responsible to
Flycast Responsibility
complete the documentation of the Design workshop.
Cisco Call Manager Screen Pop
Project Phase: Design and Configuration Work Effort: 1-Day(s)
Delivery Activities:
Configure Cherwell to open when an incoming call to Cisco Call Manager comes in.
Please Note: The Customer will need to provide a Cisco Call Manger subject matter expert (SME) for this engagement. Flycast Consultants are
not knowledgeable about Cisco Call Manager.
Please Note: Flycast Partners assumes that Cisco Call Manager has the technical capabilities to initiate a screen pop as described.
Flycast Resource(s): Senior Consultant
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator
Prov
and Report requirements. These documents can include current reports, and other such metrics
related to the Integrations.
Coordinate engagement sponsor(s), stakeholder(s), and other internal Customer resources and
logistics for scheduled activities as needed
Ensure that engagement sponsor(s), stakeholder(s), and other internal Customer resources attend
the Dashboards and Reports Design Workshop session(s)
Customer Responsibility
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Customer will have Services, Categories, Sub-categories, Default routing teams, Approvers, rules
for routing approvals and notifications well defined before the start of the design workshop.
Work with Flycast consultant to ensure designs are feasible and can be accomplished within the
amount of time scoped.
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SCCM Integrations
Flycast will work with the CustomerME to configure Cherwell to open via
Flycast Responsibility
an incoming call.
Project Management
Project Phase: Plan Work Effort: 5-Day(s)
Delivery Synopsis:
For the duration of the engagements as defined within this SOW, Flycast will provide a remote Project Manager to assist the
Customer in scheduling services, providing regular updates, and helping manage the engagement. These days are delivered over
Delivery Activities:
Project Work Plan: This will consist of tasks to be completed and is broken down by Phase, Summary Tasks, and sub tasks. It will
show a visual representation of percentage of task completion and will show scheduled start and end dates for Summary Tasks
on the project. It will be provided before the start of the engagements, and updated accordingly throughout the engagement.
Status Report: The Status Report will outline tasks and phases completed since the last update, tasks scheduled to be
completed, and list obstacles or roadblocks to the completion of tasks. The Status Report will be provided by PM at a time agreed
upon by both Flycast and the Customer.
Action / Issues Log: This will identify risks to the successful completion of engagements along with proposed solutions to mitigate
the risks. The Action / Issues Log will be provided prior to the start of an engagement. Risks identified by the Consultant after the
engagement has started will be addressed to the Customer directly and documented in the Status Report.
Status Calls: The Project Manager will facilitate weekly checkpoint calls. There will also be Milestone calls at the end of the
completion of each implemented process. A project meeting is held each reporting interval with the project team and
stakeholders to discuss the Status Report and provide an opportunity for questions and answers.
Flycast Resource(s): Project Manager
Required Resources
Customer Resource(s): ITSM Sponsor; Process Owner; Systems Administrator
Coordinate internal Customer resources and logistics for scheduled activities
Assist with the development of Project Work Plan and with the monitoring and reporting of progress
for the engagement
Customer Responsibility
Coordinate engagement sponsor(s), stakeholder(s), and other internal Customer resources and
logistics for scheduled activities as needed
Plan, manage and execute all internal communications with engagement sponsor(s),
stakeholder(s), and other internal Customer resources
Flycast will work with the Customer to complete the following deliverables,
Project Work Plan (at least one)
Flycast Responsibility
Status Report (as needed)
Actions / Issues Logs (if applicable)
Assumptions and Exclusions
Work Schedule
the location where the work is being delivered.
o If the work is being delivered remotely, then delivery time will be agreed upon during the pre-call or sooner.
o If work is being delivered remotely and with customers who are in multiple time zones, then a common schedule will
be determined either through mutual agreement between the Flycast and the customer project managers during
initial scheduling OR through mutual agreement between the Consultant and the customer participants during the
pre-call which generally takes place approximately two weeks prior to the engagement.
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Minimum Delivery Blocks
If the work is to be performed onsite, it is assumed that work will be delivered in minimum continuous blocks of eight hours.
o If the Flycast Partners Consultant is onsite and available to deliver content, the customer will be billed for the full
eight-hour block of time, even if for whatever reason, customer resources are unable to participate.
o Also, if customer decides for any reason that the session should be terminated prior to the delivery of the full eight
hours, the customer will be billed for the full eight-hour block of time.
If the work is to be performed remotely, it is assumed that work will be delivered in minimum continuous blocks of four hours.
o If the Flycast Partners Consultant is online and available to deliver content, the customer will be billed for the full
four-hour block of time, even if for whatever reason, customer resources are unable to participate. Also, if customer
decides for any reason that the session should be terminated prior to the delivery of the full four hours, the
customer will be billed for the full four-hour block of time.
o Remote engagements must start no later than 15 minutes from the pre-determined start time, and end no later
than 15 minutes after the pre-determined end time. Flycast Consultant will be under no obligation to make up time
lost if customer is late to join the remote session or if the customer fails to join the session at all.
Misc. Assumptions
This SOW assumes that only the following application(s) are in scope: SaaS Cherwell 8.x .
A test environment will be available and used throughout the entire engagement.
The Customer personnel, hardware, software, and network resources referenced in this SOW remain available and
consistent. Changes or unplanned delays due to necessary resources that are unavailable may impact the estimated
schedule and cost.
If a product problem is encountered during the course of the engagement that does not impair the defined scope of
work, Customer will work with Cherwell Support to resolve the issue.
Unless otherwise specified all configurations will leverage OOTB features and functionality. Customization of the
Software underlying core code is out of scope.
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Customer Responsibilities
In order to meet the objectives of this Statement of Work, please review the following requirements as they apply to your
engagement:
Fully comply with the latest Cherwell HW\\SW requirements.
Ensure a test environment is available and accessible throughout the entire engagement.
If a test environment is not available and a production environment is to be u
notify internal stakeholders of the possibility of unplanned downtime.
Customer is responsible for scheduling the appropriate resources for the planning and training sessions. Flycast
Partners can assist with this prior to the engagement starting.
with projector and Internet access for those portions.
Provision Flycast Consultant with appropriate access based on Corporate Security policy.
If necessary, provision VPN access to Flycast Consultant to support remote support and configuration.
Provide timely response to requested information, including pre-visit information.
Remote Services
Some work may be performed remotely if agreed to by both Flycast Partners and Customer. For approved remote delivery
sessions, the customer is required to provide:
A minimum 3-week notice is required to schedule resources for remote service delivery.
A minimum internet connection of T1, non-fractional must be available for remote service delivery.
A minimum of 4 consecutive hours must be scheduled for remote service delivery.
cation using a VPN or
similar connection.
Verification that the remote control functionality on the server as well as any desktops to be used is functional.
Remote engagements must start and end within 15 minutes of the times specified in the confirmation email.
Time and Materials
This Statement of Work reflects a time and materials engagement. We expect completion of the engagement defined in this
document at the agreed upon schedule. We are, however, committing only to the length of time specified and are not
responsible for failure to deliver specific or anticipated services due to issues with installation, availability of Customer staff or
resources (including equipment and network connectivity), verbal or written Customer requested scope changes during the
engagement, regardless of cause including but not limited to; improper or inadequate preparation, unknown compatibility or
configuration issues, or unplanned or planned conflicting activities.
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Change Control
We will, within reason, modify deliverables at your request and focus our efforts on the item(s) that you deem critical. In doing
so, you acknowledge that such changes may impact the delivery of other deliverables.
To control changes to the Statement of Work and changes to any previously approved deliverables, the following process will be
used:
All Project Change Requests (PCRs) will be submitted in writing. They will describe the change and include whatever
rationale and/or estimated effect the change will have on the Statement of Work.
Customer Project Manager and Flycast Partners Project Manager will weigh the merits of the proposed change and
approve it for investigation or reject it.
Approved changes will be incorporated into the statement of work through written change authorizations (change
orders), as appropriate.
Any changes agreed upon by both parties will be facilitated by this Change Control Process.
Customer is responsible for all penalties and charges resulting from changes to travel plans associated with the
requested schedule change.
Project Scheduling
The Project Manager is the liaison and central point of contact for customers, consultants, and partners throughout the service
engagement. The Project Manager is responsible for communication between customers and consultant resources/partners to
proactively manage expectations on an ongoing basis and ensure customer satisfaction. Specific duties include:
Oversee successful execution of multi-phase, multi-dimensional, multi-resource small to Enterprise customer projects
Thorough understanding of scope
Develop timeline estimates and identify resource requirements to meet deadlines
Secure necessary technical resources
Manage potential risks and delivery quality
Track performance and quality of project deliverables
Ensure that project adheres to timeline
Effectively communicate with project teams, customers, legal, sales and internal SME
Proactively recognize and resolve customer needs
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Cancellation Policy
Billable Costs
o the Billed at 0% of time and materials cost
scheduled engagement dates. Plus actual cost of all non-refundable or change fees incurred for
engagement travel expenses.
-14 business days prior to the scheduled Billed at 50% of time and materials cost
engagement dates. Plus actual cost of all non-refundable or change fees incurred for
engagement travel expenses.
Billed at 100% of time and materials cost
scheduled engagement dates.
Plus actual cost of all non-refundable or change fees incurred for
engagement travel expenses.
Payment Terms
Flycast Partners will provide weekly invoices for services incurred during the previous week. All Invoices shall include the
appropriate purchase order number provided by the Customer. Customers will have fifteen days to dispute invoiced services in
writing. Invoices are payable by the Customer 30 days from Invoice.
All expenses and travel related expenses will be billed separately and are not included.
Some work may be performed remotely if agreed to by both Flycast Partners and Customer.
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Statement of Work Approval and Contacts
Service(s) Cherwell
Total Days 45
Product(s) Cherwell
Quote # NJCDQ1195
Service Performed By: Flycast Partners, Inc.
PO Box 4194
Cedar Hill, TX 75106
Account Manager Noel Daniel
(817) 984-3369
Service Performed For: City of Denton
215 E. Mckinney St
Denton, TX 76201
Customer Contact Curis Conrad
(940) 349-7787
.
This Statement of Work is agreed and accepted by:
Flycast Partners, Inc. City of Denton
Signature:______________________ Signature:_________________________
Name: Kim Gagnon Name:
Title: Director of Operations Title:
Date: Date:
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16. Provide details on how firm meets the minimum qualifications stated in this Main document
Section 3.
a. The details must be completed on this form, and shall not point to another document in the
b. Sign below and return form with final submission.
Th
Flycast Partners was established in 2011 and focus on providing best-of-value ITSM solutions. As a Cherwell
Preferred Partner operating in North America and Canada, we deliver innovative, cost-effective solutions to
professionals deliver and support ITSM solutions based on industry standards and best-practices. Our
comprehensive solutions portfolio includes products from the leading ITSM vendors with deployment options
ranging from conventional on-premises implementation to our unique on Premise and Managed-SaaS
offerings.
Flycast Pastners has over 50 employees with an average of approximately 10+ years in the ITSM industry. We
are 100% focused on the Service and Support Industry representing best-of-breed IT service management
solutions based on specific customer requirements utilizing Cherwell, Easy Vista, BMC FootPrints, BMC
RemedyForce, TrackIt!, and Service Desk Express.
Flycast Partners has approximately 250 customers, of which approximately 50 utilize the Cherwell Service
in North America in terms of sales and delivery. Flycast Partners is a partner in good standing with Cherwell
Software and maintains relationships at the corporate, delivery, and field sales organizational levels.
Flycast Partners look forward to including The City of Denton to the representative list of our other Cherwell
customers; NASCAR, Epicor Software, Shasta County, CA, Bank of the West, Virgin America, Innova Systems,
Vantage Data Centers, Webster University, D R Horton, Rust-Oleum, Lincoln Electric Systems, Lumenate, St.
Luke Health Systems, American Heart Association, Menninger Clinic, Trinity River Energy, Loan Depot, Inalfa
Roof Systems, Alliance Healthcare Services, MOGAS, Fortna.
Three (3) references from governmental entities for the products or services requested. The
City prefers references from municipalities of similar size.
Shasta County
Val Verde Unified School District
St Lukes Health Systems
Full details for these references are provided in Attachment D References. Due to the increasing number
organizations requesting reference checks, we would respectfully ask that City of Denton do not contact these
reference until such time as Flycast Partners is shortlisted.
Authorized manufacturer or distributor authorized by the manufacturer for products identified in
the Technical Specifications to sell to the City of Denton, Texas. Attach documentation such as a
letter from the manufacturer or a line card.
Please see Appendix 2- Certification for details.
Approved Cherwell Partner for implementation services.
Please see Appendix 2- Certification for details.
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The responding individual or business must be registered in the State of Texas, or the County
of Denton, to provide the products or services required in the solicitation, and the individual
or business must have all licensure required by the State to provide any services required
under this contact.
To learn how to obtain information about filing with the State of Texas, or obtaining copies or
certificates from the Secretary of State visit Webpage:
http://www.sos.state.tx.us/corp/copies.shtml; Phone 512-463-5578; or email
corpcert@sos.state.tx.us.
Flycast Partners is registered in the State of Texas.
I certify that our firm meets the minimum qualifications as stated in this Main document, Section 3.
_______________________ _____________________ _____________________
Flycast Partners, IncMarch 2, 2017
Signature Company Date
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ATTACHMENT B-SUBMISSION EXCEPTIONS/CLARIFICATIONS
Any exceptions or clarifications taken to this solicitation (including terms and conditions in Exhibit 2,
the General Provisions and Terms and Conditions) must be itemized on the lines below. Additional
pages may be added as needed. If there are no exceptions or clarifications, please sign where indicated
at the bottom of the page.
Item # Description
Page 15, #8 No replacement of defective tender. Request 14 business days to cure any non-conforming deliverable if
contract time has expired ______________________________________________________________________
Page 16, #13. Payment Section D Withhold Payment- v. Contractor Obligations Not Completed; vi- Failure of Contractor to
submit proper invoice; vii- Failure to Comply with any Material requirements. Request notification of failures to allow for
corrections within 10 business days of notice.
Page 19 Item D. Unwilling/unable to repair or replace defective or non-conforming deliverable. No penalty if non-
conforming or defective deliverable is due to limitations within the software application.
Page 19 # 22- Warranty Item B- Warranty Period 1 year from acceptance. Change to 90 days from acceptance provided
to changes have been made by City to deliverable work product. ______________________________________
Page 19 #23- Acceptance Incomplete or Non-Conforming- negotiate no penalty if City accepts incomplete or non-
conforming deliverable. ________________________________________________________________________
Page 20- Termination for Cause; negotiate negotiate no penalty for damages for loss, damages, expenses etc.
Clarification:
CHERWELL SOFTWARE HOSTING SERVICES ADDENDUM (Appendix 3) and CHERWELL END-USER SUBSCRIPTION
AGREEMENT (appendix 4)
The above exceptions and clarifications (and any additional pages identified) are the ONLY
exceptions/clarifications to the specifications, General Provisions and Terms and Conditions in Exhibit 2,
and sample contract to this solicitation. I understand that the City may not accept additional exceptions
produced after final submission of this proposal.
_______________________ _____________________ _____________________
March 2, 2017
Flycast Partners, Inc
Signature Company Date
No Exceptions are taken to this solicitation or the General Provisions and Terms and
Conditions in Exhibit 2.
_______________________ _____________________ _____________________
Signature Company Date
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ATTACHMENT D-REFERENCES
Please list three (3) Government references, other than the City of Denton, who can verify the quality of
service your company provides. The City prefers customers of similar size and scope of work to this
solicitation.
REFERENCE ONE
GOVERNMENT/COMPANY NAME: Shasta County
LOCATION: California
CONTACT PERSON AND TITLE: Kile Koschnick, IT Manager-SW Development
TELEPHONE NUMBER: Number provided upon being shortlisted
SCOPE OF WORK: ITIL Simulation, Readiness Assessment and Awareness Training; Replaced sunset ITSM
system with Cherwell Service Management including onsite Administrative Training and implementation
assistance for Incident, Problem, Change and Configuration Management along with a custom purchasing
application built on the Cherwell platform
CONTRACT PERIOD: 2015 Master Services Agreement for 1 year has been renewed for two additional years
REFERENCE TWO
GOVERNMENT/COMPANY NAME: Val Verde Unified School District
LOCATION: California
CONTACT PERSON AND TITLE: Matthew Penner, CTO
TELEPHONE NUMBER: Number provided upon being shortlisted
SCOPE OF WORK: Incident, Request management, CMDB/Integration with Dell KACE, HR Request
Management, Cherwell Administrator Training, Best practice consulting, Reports
CONTRACT PERIOD: 2014
REFERENCE THREE
GOVERNMENT/COMPANY NAME: St Lukes Health Systems
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LOCATION: Idaho
CONTACT PERSON AND TITLE: Kelson ONeil, Cherwell Administrator
TELEPHONE NUMBER: Number provided upon being shortlisted
SCOPE OF WORK: Incident, Problem, Change, CMDB, Knowledge, Self Service and looking to add Cherwell
Asset Management
CONTRACT PERIOD: 2014
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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.
Name of vendor who has a business relationship with local governmental entity.
1
2
Check this box if you are filing an update to a previously filed questionnaire.
th
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 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.
X
5
March 2, 2017
Signature of vendor doing business with the governmental entity Date
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ATTACHMENT F-ACKNOWLEDGEMENT
The undersigned agrees this submission becomes the property of the City of Denton after the official opening.
The undersigned affirms he has familiarized himself with the specification, drawings, exhibits and other
documents; the local conditions under which the work is to be performed; satisfied himself of the conditions of
delivery, handling and storage of materials and equipment; and all other matters that will be required for the
work before submitting a response.
The undersigned agrees, if this submission is accepted, to furnish any and all items/services upon which prices
are offered, at the price(s) and upon the terms and conditions contained in the specification. The period for
acceptance of this submission will be 120 calendar days unless a different period is noted.
The undersigned affirms that they are duly authorized to execute this contract, that this submission has not been
prepared in collusion with any other respondent, nor any employee of the City of Denton, and that the contents
of this submission have not been communicated to any other respondent or to any employee of the City of
Denton prior to the acceptance of this submission.
Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which
arise under the antitrust laws of the United States, 15 USCA Section 1 et seq., and which arise under the antitrust
laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.01, et seq.
The undersigned affirms that they have read and do understand the specifications, all exhibits and attachments
contained in this solicitation package.
The undersigned agrees that the solicitation package posted on the website are the official specifications and
shall not alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly
identifying changes.
The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website
at: http://www.cityofdenton.com/index.aspx?page=397 to ensure they have downloaded and signed all
addendum(s) required for submission with their response.
I certify that I have made no willful misrepresentations in this submission, nor have I withheld information in
my statements and answers to questions. I am aware that the information given by me in this submission will
be investigated, with my full permission, and that any misrepresentations or omissions may cause my
submission to be rejected.
Acknowledge receipt of following addenda to the solicitation:
Addendum No 1 Dated _______________________ Received _________________
Addendum No 2 Dated _______________________ Received _________________
Addendum No 3 Dated _______________________ Received _________________
NAME AND ADDRESS OF COMPANY: AUTHORIZED REPRESENTATIVE:
Flycast Partners Inc _______ Signature
PO Box 4194, Cedar Hill_____ Date
March 2, 2017
Texas 75106_______ Name
Kim Gagnon
________________________________ Title __________________________________
Director of Operations
Tel. No. 1 (844) 359 2278 Fax No. _______________________________
970-300-2666
Email. Kim.gagnon@flycastpartners.com
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APPENDIX 2 - CERTIFICATION
Cherwell Software has a global network of valued partners with specialized expertise in IT Service
Management and beyond who are committed to providing excellent service from the initial engagement
through implementation. These industry experts will guarantee valuable guidance and best practices on
how to utilize Cherwell Software to meet your specific business needs.
Flycast Partners is a certified implementation partner for Cherwell Software Inc.,
329 S Elerson Road, DeSoto, TX 75115
1-844-FLYCAST (359-2278)
www.flycastpartners.com
Flycast Partners provides IT consulting and implementation services to organizations across
North America. Our clients remain ahead of the curve on technology adoption while maintaining
the basic principles of ITIL and other best practices frameworks in practical, focused projects.
We offer on premise and cloud technologies and services that deliver sustainable change at the
right time and at the right cost. Our professional services team provides best practice consulting,
training, and technical support for ITSM and market vertical solutions. With offices in the United
States and Canada, we offer the right tailored solution to all organizations in North America.
Engage
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EXHIBIT H
CHERWELL END-USER SUBSCRIPTION AGREEMENT
THIS END-USER SUBSCRIPTION AGREEMENT
CONFIRMATION FORM THAT REFERENCES THIS EUSA (COLLECTIVELY, THE , IS BETWEEN
CHERWELL SOFTWARE, LLC, A DELAWARE LIMITED LIABILITY COMPANY THE CITY OF
DENTON CUSTOMER THIS AGREEMENT, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN CUSTOMER AND
CHERWELL REGARDING THE CHERWELL SOFTWATHAT 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 . 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. 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
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
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.
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.
Cherwell US EUSA City of Denton FINAL 2 June 2017 Page 1 of 6
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1.2.3
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
tinues 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. Customerpayment of the invoice lection 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 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,
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)
procure for Customer the right to continue to use the relevant portion of the Licensed Software; (ii) replace, at
substantially in accordance with the applicable specifications for that portion of the Licensed Software; or (iii) at
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.
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2.2
provided for under this Agumentation
combination of all or any component or portion of the Licensed Software with all or any portion of other
software, equipment or systems not provided or required by Cherwell. As a condition precedent to any liability
of Cherwell, if Customer receives notice of any infringement claims for which indemnification may be available
under the above, Customer must promptly notify Cherwell in writing of the infringement claim.
2.3 Cherwell will have the right to control the defense, select counsel, and direct the course of resolution,
including settlement of any infringement claim (but only if the settlement does not include an admission of
liability by Customer, does not involve more than the payment of money and grants Customer a full and
unconditional release from all liability with respect to the claim). Cherwell understands that execution of any
settlement agreement will require City Council approval. In addition to the defense provided by Cherwell,
Customer may elect to retain its own counsel, but Cherwell will not be responsible for any fees or expenses of
such counsel.
3. WARRANTIES AND DISCLAIMERS
3.1 Limited Warranties. Each party represents and warrants to the other that it has the legal power to enter
into this Agreement. Cherwell further represents and warrants that: (i) it has the right to grant to Customer the
license to use the Licensed Software as set forth in this Agreement without violating any rights of any third party
intellectual property rights of any third party; (ii) the Licensed Software shall operate in material compliance
ocumentation; (iii) all services provided by Cherwell pursuant to this Agreement relating
to the Licensed Software will be performed in a timely and professional manner, by qualified and skilled
and (iv) the Licensed
Software shall be delivered free of any virus or otherwise malicious code, or any code or command intended to
otherwise impair their use.
3.2 Limited Remedy. In the event of any breach of warranty, l be
for Cherwell to either correct or replace, at no additional charge to Customer, any portion of the Licensed
Software or services found to be defective or, if Cherwell is unable to correct or replace the defect, refund any
prepaid but unused Subscription Service fees paid by Customer; and in the event Cherwell introduces any virus
, make
commercially reasonable efforts to restore any and all data or programming lost by Customer as a result of such
virus or disabling code.
3.3 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES SET FORTH
IN SECTION 3 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, ORAL OR WRITTEN, EXPRESSED OR
IMPLIED. CHERWELL DOES NOT WARRANT THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE
UNINTERRUPTED OR ERROR FREE. EXCEPT AS SET FORTH IN THIS SECTION 3, CHERWELL MAKES NO WARRANTY
OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE LICENSED SOFTWARE, ITS
QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
4. LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES
4.1 Limitation of Liability. To the maximum extent permitted by applicable law and except for
payment obligations under this Agreement and ,
each party limited to the amount paid by Customer for the
Subscription Service during the most recent twenty-four (24) month period, which shall not include any amount
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paid for related or Professional Services. Nothing herein shall constitute a waiver of any of the immunities and
defenses provided to the City of Denton by law.
4.2 Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS, LOSS OF USE
OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT OR ANY
OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT
THAT ANY THIRD PARTY CLAIM SUBJECT TO INDEMNIFICATION UNDER SECTION 2 INCLUDES SUCH DAMAGES.
5. MAINTENANCE AND SUPPORT AND SERVICES
5.1 General. The Subscription Service includes Maintenance and Support of the Licensed Software. Failure
to pay any amount due under this Agreement may result in suspension of Maintenance and Support. If
Maintenance and Support is interrupted as a result of expiration or termination, Customer may be charged a
reinstatement fee equal to the cost of Maintenance and Support for the period from the date of expiration or
termination to the date of renewal.
5.2 Maintenance. Customer to receive updates, upgrades, patches, bug fixes and
new releases or versions of the Licensed Software, including updated documentation, as Cherwell may provide
from time to time without requirement of a separate license agreement, and without additional charge other
than payment of the Subscription fee.
5.3 Support. Where provided by and purchased from Cherwell, Customer to technical
assistance with the Licensed Software, 24 hours a day, 7 days a week. Cherwell will
provide support for the most current version of the Licensed Software and one prior version, including interim
releases between the two versions; for example, upon release of version 5.x Cherwell will support version 5.x
and 4.x. Cherwell may provide limited support for older versions. Cherwell will use its best efforts to answer
specific questions .
Support does not include any third party products that are not part of the Licensed Software. If Support is
purchased from and provided directly by a Partner, as described in Section 7.7 below, then the terms and
conditions of any agreement between Customer and Partner shall govern with regard to Support.
5.4 Professional Services. Where provided by and purchased from Cherwell, Professional Services may
include training, implementation, installation, on-site assistance, customization, and configuration of the
Licensed Software. A statement of work shall be mutually agreed upon prior to commencement of any
Professional Services. Any professional or related services purchased from and provided directly by a Partner,
as described in Section 7.7 below, shall be governed by the terms and conditions of any agreement between
Customer and Partner.
6. CONFIDENTIALITY
6.1 Definition. As used in this Agreement,
or written, designated by a party as confidential or that reasonably should be understood to be confidential or
proprietary in nature. Confidential Information shall include Customer data stored or processed
with the Licensed Software. Confidential Information shall include the Licensed Software.
Confidential Information of each party shall include the terms of this Agreement (but not the fact of its
and designs, and technical information. However, Confidential Information shall not include any information
that (i) is or becomes generally known to the public other than by breach of this Agreement; (ii) was known to
the receiving party prior to its disclosure; (iii) becomes known to the receiving party after proper disclosure from
a third party not under an obligation of confidentiality; or (iv) was disclosed to the minimum extent necessary
to comply with a lawful court order or government law or regulation, including the Texas Public Information Act,
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Ch. 552 of the Texas Local Government Code, provided that in the case of (iv) the disclosing party shall provide
the other party with advance written notice thereof and reasonably cooperate with the other party to limit
disclosure and obtain protective orders or other relief as appropriate.
6.2 Protection. Information in strict confidence and
e same degree of care employed with respect
to its own Confidential Information (but in no event less than reasonable care) in accordance with the applicable
laws. Neither party shall or in any manner
not contemplated by this Agreement; nor (ii)
without the prior written consent of the other party in the extent allowed by law. Both parties shall limit access
of each others Confidential Information to those of its employees, contractors and agents who have a need for
such access and who are bound to confidentiality obligations substantially similar to those set forth in this
Section. This Section shall survive termination or expiration of the Agreement (for any reason) for a period of
three (3) years.
7. MISCELLANEOUS
7.1 Severability. If any of the terms, or portions thereof, of this Agreement are invalid or unenforceable
under any applicable statute or rule of law, the court shall reform the Agreement to include an enforceable term
as close to the intent of the original term as possible; all other terms shall remain unchanged.
7.2 Entire Agreement. This Agreement, constitutes the entire agreement between Customer and Cherwell
relating to the subject matter hereof and supersedes all prior and contemporaneous agreements,
representations, proposals and negotiations, whether written or oral. Any additions to, or modifications of, this
Agreement shall be binding upon the parties only if in writing and executed by a duly authorized representative
of Customer and Cherwell. TERMS AND CONDITIONS OF ANY CORRESPONDING PURCHASE ORDER OR OTHER
DOCUMENT RELATING TO THE LICENSED SOFTWARE THAT ADD TO OR CONFLICT WITH THE TERMS CONTAINED
IN THIS AGREEMENT SHALL BE DEEMED MATERIAL AND ARE REJECTED.
7.3 Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this
Agreement shall not be deemed a waiver of any further or future right under this Agreement.
7.4 Past Due Accounts. Any invoices not paid within the time period agreed on the Order Confirmation
form and not disputed in good faith may be subject to the maximum amount allowed by the Texas Government
Code Section 2251.25. CHERWELL MAY WITHHOLD ANY APPLICABLE LICENSE KEY OR PASSWORD UNTIL ALL
AMOUNTS DUE FOR THE LICENSED SOFTWARE ARE FULLY PAID.
7.5 Assignment. This Agreement is binding upon, and inures to the benefit of, the parties hereto and their
respective successors and permitted assigns. A party may not assign any of its rights, obligations, or
responsibilities under this Agreement without the prior written consent of the other party, which shall not be
unreasonably withheld, except that neither a change in control in the assigning party nor assignment to any
entity (other than a competitor of the other party) that controls, is controlled by or is under common control
with the assigning party, shall be deemed an assignment in violation of the foregoing; provided, however that
the assigning party gives the other party written notice of any such change in control or assignment.
7.6 Choice of Law. This Agreement is governed under the laws of the State of Texas, without regard to its
conflicts of laws principles and venue will be in Denton County, Texas. This Agreement will not be governed by
the United Nations Convention on Contracts for the International Sale of Goods, the application of which is
expressly excluded.
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7.7 Third Parties and Third Party Resellers. No person who is not a party to this Agreement has or shall have
any right to enforce any term of this Agreement and no consent of any third party shall be required for any
cancellation or variation of the Agreement. From time to time, Cherwell may authorize certain third parties,
such as value-added resellers or solutions partners Partners, to resell the Licensed Software and
Maintenance and Support Services. Customer acknowledges that as between Customer and Cherwell, Partners
are not authorized to modify the terms and conditions of this Agreement nor the rights granted to Customer
with regard to the Licensed Software. In certain jurisdictions or markets, Customer may purchase, from the
Partner (rather than Cherwell), Support Services and Professional Services to be performed by the Partner. In
such case, the terms of any agreement between Customer and Partner for such services shall govern, and
Cherwell shall not be liable or otherwise responsible for Partnperformance or non-performance under such
agreement. Maintenance, as described in this Agreement, shall in all cases be provided by Cherwell, subject to
the terms of this Agreement.
7.8 Taxes. Unless otherwise stated on an Order formfees do not include any taxes, levies, duties
or similar governmental assessments of any nature, including without limitation value-added, sales, use or
withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collect
Customer is responsible for paying all Taxes, if applicable, associated with its purchases under this Agreement.
If Cherwell has the legal obligation to remit or collect Taxes for which Customer is responsible under this
paragraph, the appropriate amount shall be invoiced to, and paid by Customer, unless Customer provides
Cherwell with a valid tax exemption certificate authorized by the appropriate taxing authority. For the avoidance
of doubt, Cherwell is solely responsible for taxes assessable against Cherwell based on its income, property or
employees.
Signature lines for the EUSA are located on the Cherwell Order Confirmation form to which the EUSA is
incorporated by reference.
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PARTNER RESALE ORDER
Order #
CONFIRMATION
(NORTH AMERICA)
Customer Name
City of Denton, Texas
(Full Legal Entity Name)
601 E. Hickory, Suite A, Denton, TX 76205
Installation/Primary Address
Curtis ConradEnterpsie Operations Manager
License Key ContactTitle
940-349-7787curtis.conrad@cityofdenton.com
TelephoneEmail
Flycast PartnersKim Gagnon
Cherwell PartnerPartner Contact
1 (844) 359 2278kim.gagnon@flycastpartners.com
Partner TelephonePartner Email
Start Date for Maintenance End Date for Maintenance
& Support/ Subscription/& Support/ Subscription/
ItemLicensed Software/Services DescriptionsQuantityHostingHosting
Cherwell Service Management (CSM) Concurrent User Licenses
CSM
For additional licenses, the subscription starts on the date of this Order Confirmation
Licensed Software - 1217-Jul-2017
form and is prorated to be coterminous with Customer's existing subscription term.
Subscription Licenses
2017 Basic Package - 1 year subscription
Training1
https://www.cherwell.com/services/training/training-packages
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
Payment Terms
subscription licenses. Invoicing and payment for such initial term of this order will be between Customer and Partner.
NOTE: All software to be delivered electronically
This Order Confirmation, together with the applicable license, subscription and/or services agreement identified below and incorporated herein, constitutes an agreement (collectively,
the
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
End-User License Subscription
Agreement (EULA)Agreement
(Attached)
ŷƷƷƦʹΉΉŅźƌĻƭ͵ĭŷĻƩǞĻƌƌ͵ĭƚƒΉƌĻŭğƌΉǒƭΏĻǒƌğ͵ƦķŅ http://files.cherwell.com/legal/us-eusa.pdf
Special Terms Existing
Hosting Services Addendum Cherwell
Addendum (HSA)(attached) Customer
http://files.cherwell.com/legal/us-hsa.pdf
Each party signing below represents that it has authority to bind the company or legal entity named below.
City of Denton, TexasCHERWELL Cherwell Software, LLC
CUSTOMER
By (print name and title)
By (print name and title)
Signature
Signature
Date
Date
Version May 2017
/ŷĻƩǞĻƌƌ {ƚŅƷǞğƩĻͲ \[\[/ Ώ ЊЉЊЋЎ CĻķĻƩğƌ 5Ʃ͵Ͳ {ǒźƷĻ ЊЉЉͲ /ƚƌƚƩğķƚ {ƦƩźƓŭƭͲ /h БЉВЉБ
АЊВΏЌБЏΏАЉЉЉ Ώ ǞǞǞ͵ĭŷĻƩǞĻƌƌ͵ĭƚƒ
Certificate Of Completion
Envelope Id: 26FE89144F0742F6B93E76BEA26B574FStatus: Completed
Subject: City Council Docusign Item - 6321-Service Desk Mgmt. Software
Source Envelope:
Document Pages: 84Signatures: 4Envelope Originator:
Supplemental Document Pages: 0Initials: 0Cindy Alonzo
Certificate Pages: 6
AutoNav: EnabledPayments: 0Cynthia.Alonzo@cityofdenton.com
EnvelopeId Stamping: EnabledIP Address: 129.120.6.150
Time Zone: (UTC-08:00) Pacific Time (US &
Canada)
Record Tracking
Status: OriginalHolder: Cindy AlonzoLocation: DocuSign
6/5/2017 12:34:59 PM Cynthia.Alonzo@cityofdenton.com
Signer EventsSignatureTimestamp
Cindy AlonzoSent: 6/5/2017 12:44:59 PM
Completed
cynthia.alonzo@cityofdenton.comViewed: 6/5/2017 12:45:13 PM
BuyerSigned: 6/5/2017 12:47:31 PM
Using IP Address: 129.120.6.150
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Kim Gagnon | Flycast Partners, Inc.Sent: 6/5/2017 12:47:41 PM
kim.gagnon@flycastpartners.comViewed: 6/5/2017 1:29:46 PM
Director of OperationsSigned: 6/5/2017 1:34:29 PM
Security Level: Email, Account Authentication
Using IP Address: 67.22.11.2
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 6/5/2017 1:29:46 PM
ID: 0ef8f8a7-e066-47d8-b6b3-f9b6609dbd40
Jennifer DeCurtisSent: 6/5/2017 1:34:39 PM
jennifer.decurtis@cityofdenton.comViewed: 6/5/2017 4:00:50 PM
Deputy City AttorneySigned: 6/5/2017 4:01:01 PM
City of Denton
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Julia WinkleySent: 6/5/2017 4:01:08 PM
Completed
julia.winkley@cityofdenton.comViewed: 6/7/2017 6:24:12 AM
Contracts Administration SupervisorSigned: 6/7/2017 6:25:14 AM
Using IP Address: 129.120.6.150
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Signer EventsSignatureTimestamp
Todd HilemanSent: 6/7/2017 6:25:28 AM
todd.hileman@cityofdenton.comViewed: 6/7/2017 6:26:05 AM
City ManagerSigned: 6/7/2017 6:26:11 AM
City of Denton
Using IP Address: 70.196.4.235
Security Level: Email, Account Authentication
Signed using mobile
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 2/8/2017 4:52:51 PM
ID: 8154723a-9757-4d53-a4b5-794656233671
Jennifer WaltersSent: 6/7/2017 6:26:19 AM
jennifer.walters@cityofdenton.comViewed: 6/8/2017 9:22:34 AM
City SecretarySigned: 6/8/2017 9:22:43 AM
City of Denton
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer EventsSignatureTimestamp
Editor Delivery EventsStatusTimestamp
Agent Delivery EventsStatusTimestamp
Intermediary Delivery EventsStatusTimestamp
Certified Delivery EventsStatusTimestamp
Carbon Copy EventsStatusTimestamp
Julia WinkleySent: 6/5/2017 1:34:38 PM
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sherri ThurmanSent: 6/5/2017 1:34:38 PM
sherri.thurman@cityofdenton.comViewed: 6/5/2017 1:36:09 PM
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane RichardsonSent: 6/7/2017 6:25:25 AM
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Robin FoxSent: 6/7/2017 6:25:25 AM
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Carbon Copy EventsStatusTimestamp
Accepted: 10/9/2015 11:39:51 AM
ID: 04463961-03db-4c4d-9228-d660d6146ed6
Jennifer BridgesSent: 6/8/2017 9:22:52 AM
jennifer.bridges@cityofdenton.comViewed: 6/8/2017 11:43:54 AM
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane RichardsonSent: 6/8/2017 9:22:53 AM
jane.richardson@cityofdenton.comViewed: 6/8/2017 2:13:57 PM
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Melissa KraftSent: 6/8/2017 9:22:55 AM
melissa.kraft@cityofdenton.com
Director of Technology
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Notary EventsSignatureTimestamp
Envelope Summary EventsStatusTimestamps
Envelope SentHashed/Encrypted6/8/2017 9:22:55 AM
Certified DeliveredSecurity Checked6/8/2017 9:22:55 AM
Signing CompleteSecurity Checked6/8/2017 9:22:55 AM
CompletedSecurity Checked6/8/2017 9:22:55 AM
Payment EventsStatusTimestamps
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. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
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.
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: kevin.gunn@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at kevin.gunn@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
Allow per session cookies
Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.