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HomeMy WebLinkAboutContract 36203 f � y .. . CITY SECET CON R CT NO Y Identity Management Solutions Software License Agreement License Agreement for P-SynchTM City of Forth Worth (City of Fort Worth) 1 Definitions & Schedules 1.1 The following words have the following meanings: 1. "Computer Program" means the computer program described in Section A on Page 15 to this Agree- ment, in machine readable form. It consists of the following, and only the following product(s) from M-Tech: • P-Synch—Password Management 2. "Documentation" means any documentation M-Tech provides City of Fort Worth that is related to the Computer Program, including any user manual. 3. "In-house" means use of the Licensed Software: (a) Solely for City of Fort Worth's own internal purposes. (b) By City of Fort Worth employees or contractors who have a need to use and who are subject to City of Fort Worth's standard form confidentiality agreement or other rules and regulations regarding confidentiality for employees. 4. "Licensed Software" means: (a) The Computer Program, and (b) Documentation, and (c) Any Software Modifications provided to City of Fort Worth. 5. "User" means each person connected to the private City of Fort Worth network with access to the Licensed Software. 6. "Server" means a computer with the appropriate capabilities and designated by City of Fort Worth to store and operate the Licensed Software;the Server may be accessed by external computers so long as the Licensed Software cannot be downloaded or copied on to these external computers. 7. "Software Modifications"or"Software Customization" mean changes, improvements, modifications or additions which may be made by M-Tech to the Licensed Software during the term of this Agreement, but does not include a work derived from the Licensed Software that M-Tech markets as a new version for an additional fee. ©2007 M-Tech Information Technology, Inc. ( d License Agreement for P-SynchTA° City of Fort Worth—August 22, 2007 8. "Support" means the support described in Section B on Page 16 to this Agreement. 9. "Technical Representatives" means the persons designated to represent each party in technical mat- ters. 10. "Managed Object" means a user. 2 Grant of License 1. M-Tech hereby grants to City of Fort Worth, the Licensee, a non-exclusive, non-transferable license to use the Licensed Software on the terms of this Agreement. This is a license, not a sale of the Licensed Software even if the term of the license is perpetual. 2. If City of Fort Worth requests an additional license of the Licensed Software, unless otherwise agreed in writing at the time of the provision of the additional copy of the Licensed Software, it shall be licensed to City of Fort Worth pursuant to the terms of this Agreement effective upon City of Fort Worth's receipt of the first invoice relating to such additional license of the Licensed Software. 3 Term The term of this Agreement shall be perpetual, but subject to earlier termination as provided in this Agree- ment. 4 Material Provided Forthwith on execution of this License Agreement, M-Tech shall provide City of Fort Worth with one elec- tronic copy of the Computer Program and online access to Documentation that M-Tech releases generally with the Computer Program. The Computer Program may be protected by internal security measures. 5 Support 1. City of Fort Worth shall designate one of City of Fort Worth's staff as City of Fort Worth's Technical Representative for the purposes of liaising with M-Tech. M-Tech shall be entitled to deal with City of Fort Worth's Technical Representative as City of Fort Worth's agent and all requests by City of Fort Worth for technical assistance or support shall be directed through City of Fort Worth's Technical Representative. City of Fort Worth's Technical Representative is invited to contact M-Tech's Tech- nical Representative or any M-Tech personnel whom City of Fort Worth's Technical Representative considers appropriate for the particular matter to be addressed. City of Fort Worth's Technical Rep- resentative shall assist M-Tech in the installation of the Computer Program and in the provision of M-Tech's on-site and off-site after-sales Support services. O 2007 M-Tech Information Technology. Inc. 2121 License Agreement for P-SynchTA4 City of Fort Worth —August 22, 2007 Off-site support: During the term of this Agreement, M-Tech shall provide off-site Support to City of Fort Worth, and City of Fort Worthshall allow M-Tech remote access to facilitate this Support. On-site support: During the term of this Agreement,City of Fort Worth may specifically request M-Tech to provide on-site Support at City of Fort Worth's physical premises, to which City of Fort Worth will allow access to M-Tech personnel for this purpose. On-site Support services may include, but not re- stricted to the following: installation,training of City of Fort Worth staff, troubleshooting, maintenance, upgrading, and evaluation of City of Fort Worth's utilization of the Computer Program. City of Fort Worthwill pay for such on-site Support services and associated fees as defined in the exhibits below. City of Fort Worth shall allow M-Tech remote access as well as physical access to City of Fort Worth's premises, as applicable, for the provision of M-Tech's off-site and on-site Support; City of Fort Worth may require M-Tech personnel who have been designated to provide after-sales support to City of Fort Worth to sign a confidentiality agreement provided the agreement is reasonable before the provision of the afore-mentioned on-site and off-site Support services. 2. During the term of this Agreement, M-Tech shall make the Support available to City of Fort Worth provided that fees for such Support services are not in arrears. 6 Fees City of Fort Worth shall pay the fees for the license of the Licensed Software and for Support as shown on Section C on Page 17. 7 Maintenance Maintenance renewal payments are due on the maintenance anniversary date. M-Tech will notify City of Fort Worth 60 days before renewal as to the amount and date of the maintenance renewal, and City of Fort Worth will issue a corresponding purchase order or any other documented form of approval to M-Tech. M-Tech will then issue an invoice for the maintenance. Maintenance coverage may be discontinued by City of Fort Worth after the period stipulated in Section C on Page 17; Such discontinuation of maintenance does not constitute termination of this agreement. Interest All amounts payable under this Agreement that remain unpaid for more than thirty (30) days following invoicing or due date shall accrue interest at a rate of one (1)%per annum.M-Tech reserves the right not to provide any Support when any invoice remains unpaid thirty (30) days after invoice date as an alternative to our right to terminate this Agreement. 2007 M-Tech Information Technology, Inc. 3/21 License Agreement for P-SynchTM City of Fort Worth—August 22, 2007 Provision of Hardware/Software 1. City of Fort Worth shall provide the Server hardware and software in proper working order and shall be responsible for its maintenance. 2. M-Tech may assist City of Fort Worth in obtaining hardware and third party software but any such assistance shall be independent of this Agreement. M-Tech assumes no responsibility for the fitness or merchantability of any hardware or third party software City of Fort Worth selects with or without M-Tech's assistance; City of Fort Worth will rely only on any warranties provided by the manufacturer of that hardware or third party software. 3. For every integrated system where M-Tech does not already have access to current versions of APIs or libraries,the City of Fort Worth shall provide access to same in order to ensure continued availability of a working integration. 10 Restricted Use 1. City of Fort Worth may not make any use of the Licensed Software in whole or in part which is not expressly permitted by this Agreement. City of Fort Worth shall permit only the number of managed objects authorized by Section C on Page 17to gain access to and use the Licensed Software and inform M-Tech in advance of any additional number of managed objects that will be given access to the Licensed Software. 2. This license of the Licensed Software is solely for City of Fort Worth's benefit and may be used only for City of Fort Worth's in-house purposes and only by City of Fort Worth's own users. 3. The Server and each computer permitted to access the Licensed Software must be in City of Fort Worth's possession and under City of Fort Worth's control and used only by persons who have a specific need to use the Licensed Software. 4. City of Fort Worth shall take no action designed to defeat the operation of any security measure incorporated in the Computer Program. 11 Permitted Copying City of Fort Worth may not make any copies of the Licensed Software without M-Tech's consent except for a reasonable number of copies for backup or archival purposes. City of Fort Worth shall not remove any of M-Tech's proprietary rights notices and shall affix M-Tech's proprietary rights notice to each copy of the Licensed Software that City of Fort Worth makes. O 2007 M-Tech Information Technology. Inc. 4/21 License Agreement for P-SynchTM City of Fort Worth—August 22, 2007 12 Permitted Modification City of Fort Worth shall not modify nor adapt the Licensed Software, nor merge the Licensed Software into any other computer program without M-Tech's prior written consent. 13 Reverse Engineering City of Fort Worth shall not do anything nor permit anything to be done,whether by way of reverse engineer- ing, decoding, decompiling, disassembling or anything else that is intended to discover the source code of the Licensed Software or to assist in the development of a competing computer program. 14 Security The Computer Program may be enabled by and accessed by security measures incorporated within the Computer Program (a "Security Key"). City of Fort Worth accepts the risks of loss, destruction or damage to the Security Key. M-Tech shall replace any damaged Security Key upon notification by City of Fort Worth in writing of such damage, and upon the return of the damaged Security Key to M-Tech, and upon payment to M-Tech of the direct replacement cost to M-Tech for such replaced Security Key, but only if City of Fort Worth certifies that the damage did not result from any attempts to reverse engineer the Security Key or otherwise to determine its method of operation, from any other breach of secrecy or confidentiality, or any other breach of this Agreement. M-Tech will provide a temporary Security Key valid for 120 days upon receipt of a purchase order. M-Tech will provide the Licensee a permanent Security Key upon receipt of all payments for license fees, first year maintenance fees and deployment fees as stipulated in this Agreement. 15 Training City of Fort Worth shall send at least one Technical Representative to a P-Synch administrators' training course at M-Tech's office in Calgary. These classes run approximately four times annually and run for 5 days per P-Synch or ID-Synch class. Training fees are covered in Section C on Page 17. 16 Assignment City of Fort Worth shall not transfer, assign, rent, sell, sub-license, sublease or otherwise transfer the Licensed Software provided by M-Tech to City of Fort Worth,except as a result of a corporate reorganization or a sale of all or substantially all of City of Fort Worth's business, and then only if the transferee agrees to be bound by the terms of this Agreement, and in particular agrees that it shall use the Licensed Software only for its In-house purposes. M-Tech may assign this Agreement to a company controlled by M-Tech ©2007 M-Tech Information Technology, Inc. 5/21 License Agreement for P-Synch TM City of Fort Worth—August 22, 2007 or under similar control. City of Fort Worth shall not assign this Agreement to any subsidiary or affiliated company or organization unless it is fully owned by City of Fort Worth and unless it agreed to comply with all the terms and conditions of this License Agreement. Otherwise, neither party may assign this Agreement in whole or in part (except M-Tech's right to receive revenue) without the prior written approval of the other party. Such approval may be withheld for any reason. 17 Title Title to the Licensed Software in part or in whole and the confidential information contained therein shall remain at all times with M-Tech. 18 Protection of Licensed Software 1. City of Fort Worth acknowledges that the Licensed Software contains proprietary information which may be considered trade secrets. 2. City of Fort Worth shall take all reasonable measures to safeguard the Licensed Software from unau- thorized use or disclosure and, in any event, City of Fort Worth shall provide at least the same degree of care as exercised towards City of Fort Worth's own confidential information. 3. Unless required by law, government rule, regulation, or court order, City of Fort Worth shall not dis- close, provide or otherwise make available the Licensed Software in any form to any person, firm, corporation or other entity except to individuals who are using them for City of Fort Worth's In-house purposes. 19 Limited Warranties 1. M-Tech warrants that the Licensed Software will perform substantially in accordance with M-Tech's representations and the accompanying Documentation, if any, for a period of ninety (90) days from the date the Licensed Software is shipped to City of Fort Worth. 2. M-Tech reserves the right to replace the Licensed Software or any part thereof with a revised program which will provide the same functionality, if M-Tech determines that there may be an inherent defect in the Licensed Software,which substituted program shall then be subject to the terms of this Agreement. 3. EXCEPT AS PROVIDED IN SECTION 19 AND SECTION 21, THE LICENSED SOFTWARE AND SUPPORT ARE PROVIDED WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESSED OR IMPLIED. IN PARTICULAR, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE FOLLOWING WARRANTIES ARE EXPRESSLY DISCLAIMED: (a) ANY WARRANTY FOR THE LICENSED SOFTWARE AND SUPPORT SERVICES WILL MEET City of Fort Worth'S REQUIREMENTS. (b) ANY WARRANTY THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNIN- TERRUPTED OR ERROR FREE. 2007 M-Tech Information Technology. Inc. 6/21 License Agreement for P-SynchTM City of Fort Worth—August 22, 2007 (c) ANY IMPLIED WARRANTIES, REPRESENTATIONS,TERMS OR CONDITIONS OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. 20 Limited Liability 1. Except as provided in Section 21, our entire liability and City of Fort Worth's entire remedy for any damages or loss City of Fort Worth may suffer from any cause whatsoever (including, without lim- itation, defects in the Licensed Software), whether the action is based in contract or tort (including negligence) but excluding any liability for infringement of intellectual property rights shall be limited to the aggregate of the amount City of Fort Worth has paid to M-Tech on account of the License Fee and Support. 2. IN NO EVENT SHALL M-TECH BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUEN- TIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY BREACH OF M-TECH'S OBLIGATIONS OR WARRANTIES OF ANY SORT, EXPRESS OR IMPLIED RESULTING FROM THIS AGREEMENT. 21 Patent, Copyright, and Trade Secrets Infringement 1. M-Tech warrants that M-Tech has the right to grant the use of the Software listed herin, and to enter into this Agreement. 2. In the event of any action or threatened action against City of Fort Worth in which it is asserted that the Licensed Software infringes a copyright, patent, or other intellectual property right, City of Fort Worth shall immediately notify M-Tech of such action or threatened action and M-Tech shall save and hold City of Fort Worth harmless from any loss, damage or claim that City of Fort Worth may suffer resulting from City of Fort Worth's use of the infringing material and M-Tech shall have the right to: (a) Procure the right for City of Fort Worth to continue using the infringing material. (b) Replace or modify the infringing material so that it becomes non-infringing but has substantially equivalent capabilities as the infringing system. If the measures described in 2a or 2b above are not practical and economically available to M-Tech, M-Tech may terminate the license of the infringing material and pay City of Fort Worth the actual damages City of Fort Worth has paid the holder of the infringed intellectual property right. In any event, M-Tech shall have the right to conduct the defense of the infringement action on City of Fort Worth's behalf and to settle the action without City of Fort Worth's consent upon giving reasonable security to protect City of Fort Worth, and City of Fort Worth shall cooperate fully with M-Tech in the defense and the settlement of any such action. The costs of defending such action shall be borne by M-Tech. 3. This warranty against infringement is only valid if: (a) City of Fort Worth promptly notifies M-Tech of any assertion or claim of infringement and City of Fort Worth cooperates with M-Tech in the defense of the infringement action, and (b) City of Fort Worth has installed all Software Modifications when provided by M-Tech, provided that our liability shall only be limited to the extent that the installation of the Software Modifications would have avoided the claim for infringement. O 2007 M-Tech Information Technology, Inc. 7/21 License Agreement for P-SynchTM City of Fort Worth —August 22, 2007 4. If M-Tech supplies City of Fort Worth with written evidence of the use of a copy of the Licensed Software or any part thereof in a manner not permitted by this License where M-Tech believes such copy or part thereof was obtained due to the negligence of City of Fort Worth, with respect to such use City of Fort Worth shall, at City of Fort Worth's expense undertake such reasonable action as is reasonably available to City of Fort Worth to bring about the termination of such use. 22 Taxes Any amounts payable pursuant to this Agreement are exclusive of all sales, value added taxes, goods and services taxes, customs and excise duties and tariffs. The City of Fort Worth is a tax exempt entity and shall not be liable for any taxes pursuant to this Agreement. 23 Termination 1. The license of the Licensed Software, and M-Tech's obligation to provide Support to City of Fort Worth shall terminate: (a) By either party for any reason upon thirty(30)days written notice,but not before expiration of the first year of the initial term, (b) Upon the mutual agreement of the parties, or (c) Upon expiration of the fixed term, as set out in Section C on Page 17, if the term is not perpetual, or (d) At M-Tech's option, if City of Fort Worth breaches any provision of this Agreement and City of Fort Worth fails to remedy the breach within 15 days of receiving notice from M-Tech requesting such a remedy. 2. Upon the Agreement being terminated, City of Fort Worth shall: (a) Cease to use the Licensed Software and shall cease to be entitled to Support. (b) Return all copies of the Licensed Software which were provided to City of Fort Worth by M-Tech. (c) Render unusable all copies of the Licensed Software stored on any hard disk or other similar form of storage that cannot practically be separated from the computer. (d) Deliver to M-Tech a certificate that there are no operable copies of the Licensed Software within City of Fort Worth's control or possession. 3. Any remedies available to M-Tech on City of Fort Worth's breach of this Agreement shall survive termination. 24 Notices 1. Any notice required or permitted to be given hereunder shall be in writing and addressed to the relevant technical representative and shall be effectively given if: (a) Delivered personally. OO 2007 M-Tech Information Technology. Inc. 8/21 License Agreement for P-Synch TM City of Fort Worth —August 22, 2007 (b) Sent by prepaid courier service or by registered or certified mail. (c) Sent prepaid by facsimile, Telex or other similar means of electronic communication (confirmed on the same or following day by prepaid registered or certified mail) or by prepaid registered or certified mail addressed to the parties as shown on page 1 of this Agreement. 2. Any notice so given shall be deemed conclusively to have been given and received when so personally delivered or sent by Telex,facsimile or other electronic communication,or if sent by private courier on the first business day thereafter, or if sent by mail on the tenth business day thereafter. Either party may change any particulars of its address for notice by notice to the other. 3. The mailing address for all notices delivered to City of Forth Worth is: City of Forth Worth 1000 Throckmorton Street Fort Worth, TX, USA 76102 4. The mailing address for all notices delivered to M-Tech is: M-Tech Information Technology 500— 1401 1 st Street SE Calgary, Alberta T2G 2J3 Canada 25 Governing Law Any and all disputes arising out of this Agreement shall be settled by a court of competent jurisdiction in the State of Texas in accordance with the laws of the State of Texas applicable therein, and excluding its choice of law rules and excluding the Convention for the International Sale of Goods. 26 Changes No modification of this Agreement will be effective unless it refers to this Agreement, is made in writing and is signed by authorized representatives of each party. 27 Severability If a provision of this Agreement is wholly or partially unenforceable for any reason, such unenforceability shall not affect the enforceability of the balance of this Agreement, and all provisions of this Agreement shall, if alternative interpretations are applicable, be construed as to preserve the enforceability hereof. CO 2007 M-Tech Information Technology, Inc. 9/21 License Agreement for P-SynchTM City of Fort Worth—August 22, 2007 28 Publication City of Fort Worth agrees that M-Tech will publish a press release on this License Agreement and list City of Fort Worth's company name and logo on M-Tech's Web site, however M-Tech shall not make any changes to the City of Fort Worth logo. 29 Branding City of Fort Worth is entitled to alter the P-SynchTM user interface, provided that each page in the application continues to bear a visible M-Tech product logo, and/or a visible M-Tech corporate logo. Such logos may be small, and may be at the bottom of the user interface page, if City of Fort Worth so desires. 30 Confidentiality and Data Protection Except as provided in Section 28: 1. M-Tech and City of Fort Worth shall treat all information as confidential and shall not divulge the infor- mation to any person (except to such their own staff members and then only to those staff members who need to know the same)without the other party's prior written consent. 2. This clause shall not extend to information which was rightfully in the possession of such party prior to the commencement of the negotiations leading to this Agreement, which is already generally known or becomes so at a future date (otherwise than as a result of a breach of this clause) or which is subject to disclosure pursuant to applicable law, government rule, regulation, or court order. 3. M-Tech warrants that it shall ensure that it and its staff shall comply with any request made or direction given by City of Fort Worth in connection with the requirements of applicable statutes, laws or regu- lations relating to protection of personal data and shall not do or permit anything to be done, which might jeopardize or contravene the terms of City of Fort Worth's liability under applicable data and/or information protection laws. 4. M-Tech shall take appropriate technical and organizational security measures against unauthorized or unlawful processing of personal data supplied to it by City of Fort Worth (including but not lim- ited to testing and integration purposes or any other purposes related to the services) and against accidental loss or destruction of, or damage to, such personal data. If M-Tech discovers that City of Fort Worth data has been accessed without authorization, or believes such information has been accessed, M-Tech shall notify City of Fort Worth immediately. 5. Each party shall ensure that its Staff are aware of and comply with the provisions of this clause. 6. If the M-Tech shall appoint any sub-contractor then M-Tech may disclose information to such sub- contractor subject to such sub-contractor giving City of Fort Worth an undertaking in similar terms to the provisions of this Clause. 7. The provisions of this Confidentiality and Data Protection clause shall survive termination of this Agreement howsoever terminated. C)2007 M-Tech Information Technology, Inc. 10121 License Agreement for P-SynchTM City of Fort Worth—August 22, 2007 31 Insurance Consultant shall provide the City with certificate(s) of insurance documenting policies of the following mini- mum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 31.1 Coverage and limits 1. Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate 2. Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Property damage $500,000 Bodily injury per person per occurrence Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned 3. Worker's Compensation, Statutory limits, Employer's liability $100,000 Each accident/occurrence $100,000 Disease- per each employee $500,000 Disease- policy limit This coverage may be written as follows: Workers'Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Alberta Worker's Compensation Act and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee. 4. Technology Liability (Errors & Omissions)$1,000,000 Each Claim Limit$1,000,000 Aggregate Limit Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made,and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 31.2 Certificates Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be deliv- ered to the City prior to Consultant proceeding with any work pursuant to this Agreement. All policies shall be endorsed to name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. ©2007 M-Tech Information Technology. Inc. 11 121 License Agreement for P-SynchTM City of Fort Worth—August 22, 2007 Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10)days notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Consultant's insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 32 Entire Agreement 1. This is the entire agreement between the parties and any descriptions of the Licensed Software and any written material used to facilitate or promote the Licensed Software are for the sole purposes of identification and are not to be construed as warranties. 2. Any purchase order used by City of Fort Worth is for City of Fort Worth's convenience only and it shall not vary or add to any of the provisions of this Agreement unless those provisions are specifically referred to. ©2007 M-Tech Information Technology, inc. 12/21 License Agreement for P-SynchTM City of Fort Worth—August 22, 2007 Agreed to by: Company M-Tech Information Technology, Inc. Name Gideon Shoham Title CEO Phone 403 233 0740 x 222 Fax 403 233 0725 E-Mail Gideon_Shoham@mtechlT.com Signature Date Company City of Forttl Worth Name Karen L Montgomery Title Assistant City Manager/CFO Phone Contact number for IT Solutions (817) 3926640 Fax E-Mail Signature Date APPROVED AS TO FORM AND LEGALITY ATTEST t I I U 4 By)rn kdI6 Maleshia Farmew Asst City Attorney Marty Hendriib, City Secr ary Contract Authorization C -- ----— — ©2007 M-Tech Information Technology, Inc. 7 It p,j,�'I?, i- 13/21 Date License Agreement for P-SynchTM City of Fort Worth—August 22,2007 APPENDICES 0 2007 M-Tech Information Technology, Inc. 14/21 License Agreement for P-SynchTM City of Fort Worth—August 22, 2007 A Description of Computer Program The Computer Program for the purposes of this Agreement is: • P-Synch—Password Management: P-Synch,a component of M-Tech IDM Suite, is enterprise password management software. It reduces the frequency of help desk calls, improves user productivity and strengthens security with password synchronization, self-service password reset, help desk password reset and simplified administration of other authentication factors, such as hardware tokens and biometric samples. P-Synch includes connectors to manage passwords on over 70 types of systems. This Agreement entitles City of Fort Worth to use the self-service re-set functionality on Active Directory only. P-Synch/390 (ID-Synch/390) is not included in this agreement. OO 2007 M-Tech Information Technology, Inc. 15/21 License Agreement for P-SynchTM City of Fort Worth—August 22, 2007 B Description of Support During the currency of this Agreement, M-Tech shall make available to City of Fort Worth Support for the following: 1. Installation guidelines of the Licensed Software, by telephone or e-mail. 2. Reasonable technical assistance and support by telephone or other electronic communication, in- cluding the Internet, to City of Fort Worth's Technical Representative, during M-Tech's normal support hours, concerning the use of the Licensed Software and potential problems in the Licensed Software detected by City of Fort Worth. M-Tech's normal support hours are 05:00 to 18:00(Mountain Standard Time), Monday to Friday. 3. Software Modifications as they become commercially available. If City of Fort Worth's Technical Representative notifies M-Tech of a potential error in the Licensed Software and provides M-Tech with sufficient details of the error and relevant data so that M-Tech can reproduce the error, M-Tech will endeavor to expediently correct or bypass the error. M-Tech makes no warranty that any or all errors will or may be corrected or bypassed. M-Tech may require remote access to City of Fort Worth's P-Synch server(s), in order to resolve problems identified by City of Fort Worth. This may be arranged using mutually agreed upon remote control and VPN software. Inability to setup such remote access may impact M-Tech's ability to provide effective and/or timely service. If such access is required, M-Tech agrees to execute the City of Fort Worth standard agreement governing outside network connections. ©2007 M-Tech Information Technology, Inc. 16/21 License Agreement for P-SynchTM City of Fort Worth—August 22, 2007 C Fees and Managed Objects The total license fees,first year maintenance fees and installation fees(where applicable)will be US$35,000.00 plus expenses associated with travel and accommodation (where applicable) as detailed below: I Item Description Total 1. One time license fees of US$30,000, for up to 6,000 users for re-set on AD US$30,000.00. only. 2. Annual Maintenance Fee. A maintenance fee will be due on the effective US$5,000.00. date of this Agreement and may be renewed for two subsequent years (annual renewal) at The City of Forth Worth's option. This fee will be set at US$5,000.00. per year, and may be altered from time to time, with such alteration coming into effect only subsequent to the first year. The increase in the annual maintenance fee shall not exceed 15%of the fee paid for the previous year. 3. Fees for P-Synch installation and configuration services, as defined in US$1,800.00/day. Section E on Page 19. 4. Fees for P-Synch training class at M-Tech Head Office, US$1,000.00/person/class. 5. Travel and living expenses billed at cost to City of Fort Worth. Maintenance for custom additions to the Licensed Software that are specific to the Licensee environment will be charged annually at a rate of 20% of the fee charged for the customization work. Licensee shall be the sole owner of such incremental software programs (not to include any code from the base Licensed Software package). The maintenance fee shall cover technical support and free software upgrades as specified in Section B on Page 16. Additional managed objects may be added at a later date, the fees for which will be determined in accor- dance with the per-managed object rates published by M-Tech on the date of the managed objects increase. Pricing as contained within this license agreement is limited to self-service password reset on Active Direc- tory only. Pricing for additional features and targets can be provided upon request. 2007 M-Tech Information Technology. Inc. 17/21 License Agreement for P-SynchTM City of Fort Worth—August 22, 2007 D Description of Target Systems Active Directory only. ©2007 M-Tech Information Technology, Inc. 18/21 License Agreement for P-SynchTM City of Fort Worth—August 22, 2007 E Description of Services All services to be delivered will be described in a statement of work(SOW)which must be signed by M-Tech and City of Fort Worth prior to commencement of services. EA Remote implementation To expedite the implementation, most services will be provided remotely via secure VPN connection and remote access software. Some services may be provided on-site based on agreement between City of Fort Worth and M-Tech. E.2 On-site services and expenses In the event that M-Tech and City of Fort Worth mutually agree to send M-Tech technical personnel to City of Fort Worth's location, City of Fort Worth shall pay the reasonable out-of-pocket travel, living, and business expenses of M-Tech representatives provided such expenses are incurred on behalf of City of Fort Worth during the normal performance of this Agreement. M-Tech reserves the right to charge for, and City of Fort Worth agrees to pay for, additional daily fees for down-time spent by M-Tech technicians while waiting at City of Fort Worth's location for timely access to City of Fort Worth resources. E.3 Out of scope services Any services, configuration, or customization not explicitly defined in this Agreement will be considered out of scope, and are available from M-Tech for an extra fee. ©2007 M-Tech Information Technology, Inc. 19/21 License Agreement for P-SynchTM City of Fort Worth—August 22, 2007 F List of Contacts Contact name Phone number M-Tech: Account manager: Technical support: Licensee: City of Forth Worth Project manager: Purchasing/Contracts: ©2007 M-Tech Information Technology, Inc. 20/21 License Agreement for P-SynchTM City of Fort Worth—August 22, 2007 M-Tech Information Technology,Inc. 02007 M-Tech Information Technology,Inc.All rights reserved.M-Tech,P-Synch,ID-Synch, ID-Access,ID-Discove,ID-Telephony,AdMax and ID-Certity are trademarks or registered NSOO, 1401-1 St Street SE. Calgary,AB Canada T2C 2J3 trademarks of M-Tech Information Technology,Inc.in the United States,Canada and all other countries.All other marks,symbols and trademarks are the property of their respective owners. Tel: 1.403.233.0740 Fax, 1.403.233.0725 Saks Co;mtechl-r.com Document date:August 22,2007 Document location:/pub/wp/documents/master_license/mtech_license_7.tex mtechlT.com City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 11/6/2007 DATE: Tuesday, November 06, 2007 LOG NAME: 04P-SYNCH SOFT REFERENCE NO.: **C-22499 SUBJECT: Authorize a License Agreement with M-Tech Information Technology, Inc., for P-Synch Software User Licenses, Maintenance, Training and Professional Services for the Information Technology Solutions Department RECOMMENDATION: It is recommended that the City Council authorize a License Agreement for P-Synch software user licenses, maintenance, training and professional services with M-Tech Information Technology, Inc., (M-Tech) for the Information Technology (IT) Solutions Department using General Administration (GSA) Contract GS-3517- 0265L at an estimated cost of$36,800. DISCUSSION: M-Tech's P-synch password reset tool is a self-help utility that allows customers to reset computer passwords, in order to quickly regain access to multiple application systems in the City's enterprise. As a result, the computer user regains their ability to be productive faster than is currently available. P-Synch also has the ability to synchronize multiple application passwords thereby reducing the risk of users writing down passwords and/or storing passwords on computer files. This product would free IT Solutions System Administrators and Help Desk agents from the burden of resetting forgotten passwords, thereby allowing them the opportunity to address higher level tasks. Password resets constitute 18 percent of the call volume of the IT Solutions Customer Support Center. Renewal Options—Maintenance for this agreement may be renewed up to two additional one-year terms at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. The E-Govemment Act of 2002 authorized GSA sales of technology products and services to State and Local Governments. This cooperative purchasing programming satisfies otherwise applicable bidding requirements. The current GSA contract with M-Tech is valid through February 28, 2011. M/WBE — An MNVBE goal is not assigned when making a purchase agreement through an approved purchasing cooperative or other public entity. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the current operating budget, as appropriated, of the Information Systems Fund. Logname: 04P-SYNCH SOFT Page 1 of 2 TO Fund/Account/Centers FROM Fund/Account/Centers P168 539120 0048000 $36,800.00 submitted for City Managers Office by: Karen Montgomery (6222) Originating Department Head: Peter Anderson (8781) Additional Information Contact: Allen Bourque (2880) Beatrice DeHoyos (6640) s Logname: 04P-SYNCH SOFT Page 2 of 2