HomeMy WebLinkAboutContract 51152 CITY SECRETARY
CONTRACT NO. 5
SOFTWARE LICENSE AGREEMENT
This Softieare License Agreement (this "Agreement") is entered into as of September 1.
2018((he"Effective Date"),by and between Greylleller. I.LC a Dela"are corporation rGH")and
Cih of fort Worth ("C'ustomer"l.
The parties hereto agree as f(flows:
1. Definitions.
(a) "GH Software"means the object code version of the GH software described
in Exhibit A hereto.
(b) 'T ovation- means the location(s) listed on Exhibit A hereto.
(c) "Peoplelk)ft Applications" means those PeopleSoft software applications
listed on Exhibit A hereto.
2. Annual License Fee.
Customer is hereby granted a nonexclusive, nontransferable license to cope and use
the GH Software only in coniunction tiith the PeopleSoft:applications.and 3'part} and customer
developed holt-ons de%eloped in People iLvIs. and onh, at the Locations fur C'ustomer's internal
business purpose,only, including emplo%ec training. For the purposes hereof."usc" by Customer
will include access and u_�e bN third parties authorized b% Customer. either at the Locations or
remotely over the Internet. so lone as such access and use is for the sole benefit of Customer.
Customer agrees not to engage _in, cause or permit the re%erse engineering. disassembly.
decompilation or any similar manipulation of the GH Sofmare. Rights not expressly granted
herein are expressly prohibited. Customer acquires only the right to use the GH Software as
specified herein. and all right_ title and interest in the GH Software will at all times remain the
property of Gll or GH's licensors.
3. Pax-ment. In consideration of the license t_ranted to Customer herein.
Customer«ill pay Sill Government Solutions, Inc. the license fire specified in Exhibit A hereto.
4. Term-, Termination. Survival.
(a) Germ. fhe term of this agreement gill begin on the Effective Date and
still continue unless terminated as provided herein.
c'jysF�9��0�pl9
9p OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
(b) Termination for Breach. This Agreement mas be terminated by either party
upon thirty t 0)days' prior written notice to the other parte if the other party is in material breach
hereofand fails to cure that material breach within that thirty-(30)day period.
�. Ef"fila of_t rrninat on. l'pon termination of this Agreement for an% reason.
Customer will (i) immediaiciv cease using the GH Software, and (ii)certify in writing to GH
within thiriv 010) days after such termination that Customer has either destroyed. permanent)
erased or returned to(iH the GH Software, and all copies in all forms. partial and complete, in all
types of media and computer memory and storage.
6. Survival. I he provisions of Sections'd. 5,6, 7. 8, 10, 12,and 1 hereof will
survive any termination hereof indefinitely. Customer rights to use of GH Software for all
PeopleSoft Transactions sur%i%a am and all Changes of Control at Grey 1-feller LLC.
7. Annual Renewal Fee Annual Renewal Fees are payable for as long as the GI I
Sof fare is installed on Customer's production and non-production en%ironments.
8. R_arranv,, Disclaimer of Warrant� GH warrants to Customer that GH has full
right and authority- to enter into this Agreement and grant to Customer the rights granted herein
without breach of any other agreement to which GH is a party.EXCF PT FOR T l IF FOREGOING.
THE GH SOFF�N'ARE IS PRON"IDED "AS-IS." AND GH MAKES NO WARRANTIES OF
. NY KIti1) Vl'1TH RESPf?CT fO 7l1[ Gll SOF"I\1";1RF. Gil SPECIFICALLY DISCLAIMS
.ALL VMl LIED 'KARRAt1lEti OF M RC'EIAMABILITY ANIXOR FITNESS FOR ANN'
PARI IC'l_'1-AR PURPOSE.
91 Indemnity.
(a) By Gll. 011 will indemnify Customer from and against any and all claims,
lawsuits. demands. losses, costs. expenses. obligations, liabilities, damages. recoveries, and
deficiencies. including, without limitation. interest, penalties, and reasonable attorneys' fees that
the CH Software as delivered to Customer by (AL or Customer's use thereof as licensed herein.
infringes any proprietary rights of am third party. The foregoing indemnity will not apply to the
extent that an% of the foregoing is based on am hardware. software or designs not developed or
provided by GH.
(b) lid Customer. Except to the extent that GH would be obligated to indemnitj
Customer under Section((a)abon-e. Customer will indemnify GH against any claims made against
GI I by third parties arising out of Customer's use of the GlH Software.
(c) Conditions To Indemnification. Each party's obligation to indemnify the
other as set forth above will be conditional on the part\ seeking indemnification promptly-
(i) notifying the other party of the existence ofsuch a claim.
t ii) tendering sole control of the defense and settlement of such claim to the
other party. and
(iii)cicx)perating as reasonably requested by the other pany.
The indemnified part` may participate in such defense at its own expense and with its own counsel.
M Confidentialit%. Except pursuant to its use of the 611 Software as specifically
permitted herein. Custorrier agrees to hold the GII Software in strict confidence and not to disclose
the GH Softw are to any third parties or use it for any purpose. without the prior written consent of
Ciff. Customer aerces to keep the terms and conditions of this Agreement confidential. and will
only disclose its contents to its employees and professional advisors. or as otherwise required to
enforce its rights hereunder.
Both parties shall maintain as confidential and shall not disclose (except to employees,
accountants. attorneys, advisors, outsourcers, and third-party services providers of recipient with
a need to know in connection with recipient's perforinarice under this Agreement, and who have
been advised of the- obligation of confidentialit-, hereunder), copy or use for purposes other than
the performance of this Agreement, any information which relates to the other party's business
affairs, trade secrets_ technology. research, development- pricing. or terms of this Agreement
(-Confidential Information—)and each party agrees to protect all received Confidential Information
with the same degree of care that it would use with its own Confidential Information and to prevent
unauthorized. negligent or inadvertent use. disclosure, or publication thereof. Breach of this
Section may cause irreparable harm and damage, thus in addition to all other remedies available
at lw,% or in equity.the injured party shall have the right to seek equitable and injunctive relief.and
to recover the amount of dania'ges'
, (including reasonable attorneys' fees and expenses) incurred in
connection %%1th such unauthorized use. The recipient shall be liable to the disclosing party for
any use or disclosure in violation of this Section b% it or its affiliates.employees,di-ird-partyservice
providers and other related panics.
Each party-s obligations of non-disclosure and non-use with respevt to such Confidential
Information will terminate and the disclosing par will not be liable for disclosures or other use
with respect to such information that (i) enters into the public domain without breach of this
Agreement; (ii) -*vai known to the receiving party at the time of disclosure. (iii) is independently
developed by the other party without reference to the Confidential Information,(iv)is received byl
receiving party without restriction from a third party which is not under an obligation of
confidentially to the disclosing party: or (v) the recipient receives written permission from the
disclosing party for the right to disclose any Confidential Information.
11. Limitation of Liabilitv. In no event will either party be liable to the other for any
indirect, special, incidental or consequential damages hereunder including, without limitation.
loss of data, use. profits or goodwill whether based on contract. toll or any other legal
theory. Further. in no event will either party's liahilit} hereunder.for all claims in the aggregate.
exceed the lesser of lx the amounts paid or payable to GH by Customer under hereunder.
12_ Assiariment. The benefits and burdens of each party under this Agreement will not
be assignable without the prior written consent of the other party hereto.and any attempt to assign
them without that consent will be void. Notwithstanding the foregoing. either party may assign
this Agreement to the surviving corporation in a merger or consolidation to %Nhich it is a party or
to any person that acquires all or substantially all of its capital stock or assets-. and.GH may assign
this Agreement in whole or in part to any person or entit% to%%hich it transfers its business relating
to the GI Soft"are.
1_1. Choice of Law. Se%grability. ThisAgreement will be governed b) and construed
in accordance with the lags of the State of California. excluding that hods of la%% pertaining to
choice of law If am pro%inion of this Agreement is found invalid or unenforceable. it will be
enforced to the maximum extent permissible. and the legality and enforccabilit% of the other
pro%isions of this Agreement %viii not be affected.
14notices. All notices, requests. demands and other communications hereunder will
be effectOe if in %%citing and delivered personally or sent by facsimile. Federal Express or other
priorit% deliven service,or by certified or registered mail. postage prepaid. to the applicable part%
at the addresses indicated on the signature page of this Agreement. Unless other«ise specified
herein. such notices or other communications %gill be deemed effective (a) on the date delivered.
if delivered peTSonally. (b) t"o (2) business days after being sent. if sent by Federal Express or
other priorit% deli%ery service. f c) one(1) business da% after being sent. if sent b% facsimile with
confirmation of good transmission and receipt. and (d) five (5) business days after being sent. if
scant by registered or certified mail. Either part% may speciAl another address b% giving notice as
pro%ided in this Section 1 1 to the other parte.
1 T)is ute_Re luti�.ml Attgrrios',Fees. Any dispute arising out of this Agreement
will be resolved as if all persons and all transactions related to this Agreement had their legal
residence. situs. and employment in San Luis Obispo County. Califi)rnia_ The cost of translating
into FnOish all discoverable materials and of providing contenirwaneous translation of all live
testinxny will be paid by the party that produces or gives the non-English materials or testimony.
Either party will be entitled to recover all costs. including attorncy*s fees. it' it is awarded a
recovery that is greater than the other part%'s largest settlement offer made more than form-five
(45) da%s prior to the trial or hearing
16. Entire .Agreement- Modification. 7 his Agreement sets forth the entire agreement
bemeen the parties with respect to the subject matter hereof. and all prior discussions.
representations. proposals. offers and oral or written communications of am nature are entirely
superseded hereby and extinguished by the execution hereof NO modification hereof or «aiyer
of anv right hereunder%N ill be effective unless it is e\idenced in a writing executed h% an authorized
representative of the party to be charged therewith.
I signature Exile(c)ll ows f
4
IN WITNESS WHEREOF, the parties hereto have exeeuted this Apeement dwough the
signatures of dwir duly authot•ized rep"e"v .as of the Effective Date,
GreyHeuer, C City a rt 1j`0"
By
piyush Pay sumn Amis
CEO Assistant city Manager
1 I I Deerw+ood Rd,Suite 200 200 Texas Street
San Ramon,CA 94583 Fort worth,TX 76102
APPROVED AS TO FORM AND LEGALITY
f
PITY
L
ATT EY
Al7d by.
Maty J. Kayse , ay etre
.`XAS
(OFFICIAL R %Zpk kii
CITY SECRETARY
FT.WORTH,TX
GreyHeller, Software License Agreement
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
eve Streiffert
Assistant Director, IT Solutions Department
OFFICIAL RECORD
CITY SECRETARY
FT.WORTHS TX
Exhibit A
1. GH Software:
GH Software is described and limited to: Application Security Platform which
includes:
• SSO
• MFA integration
• [P-based access control
• Data Masking/Click to view
• Authentication Token Security(PS Token)
• Logging
• Insights
• High Privi[ige User Access
2. Lowm ion(s):
Customer locations that access Customer's PeopleSoft applications
3. PeopleSoft Applications:
Comer's PeopleSoft Applications in Customer's Production and Non-
production environments.
4. Pricing(a!1 prices in USD):
HCM and FSCM for 7,000 Employers
Perpetual License Annual Support Implement
Fee Fee on
One-Time Annual One-Tim+
Standard Pricing $202,250 $68,072 $47,600
Dismunt ($27,229)
Q3 9i q/18 doseStr6�43 {$9-V
Met License $2111,250 $34,rri000 $38.600
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This quote includes the following functionalities:
Unlimited environments:de v1test/qu/stvging/p+rod/etc.
Intrusion Prevention
SSO
MFA Integmrtion
6
IP Based Access Control
Data Loss Prevention
Data Masking/Click to View
Authentication Taken Security JPSTOKEN)
Incidence reasonse
Logging
Insights
Other Features
High Pri'viledge Access
5. One-Time Perpetual License: Annual License Support Fees%-.ill be billed
annually on license anniversan, date.
6. Paymvnt: SHI Government Solutions.Inc. NNill invoice Customer on the License
Fffective Date for Annual License Fees.
Fabibit B
Severity 1 2 Hours 1 Business SLA only applies to Production environments.
day
Critical- This includes all situabiorhs where emergency action is required
High to alleviate adverse impact,or where the intended funs Oona lity
Priority is list,(24/7.365 days/year).
Acknowledge receipt of the query to client within 2 hours by
phone and/or email:Updates as necessary.if no resolution in
t business days,then team leaders become involved,(24/7,
365 days/year).
Time counter begns upon GH`receipt of logs indicating
problem.Should GH require addle onol logs or inlorrnartion to
support problem identification,time counter reverts to zero.
M order to quality for SLA metric,all problem Types must be
determined to be the aired cause of GH Software.If problem is
determined to be not the cause of GH Softwere,SLKs do not
apply-
When
pplyWhen requesting support from GH due to possible problems
with GH Software,Customer will crude notification of changes
to their PeopleSoft environments,including PeopleTools
versions,database versions,Web servers, database
connecNity software,permissions,windows versions,gent
opera**system versions.Should Customer fad to notify GH
of these changes,as problem Types will be treated as Severity
3.
Severity 2 8 Hours 3 Business SLA only applies to Production environments.
Days
Important- This includes all situations where urgent action is required to
Medium alleviate adverse aptat.
Priority
Ac nowfedge receipt of the query to client within 8 hens by
email(and/or phone):and begin work on a resokAion.Client
updates as necessary.After 3 bins days,team leaders
become involved.
Time counter buss upon GH'receipt of bogs indicating
problem.Should GH require additional fogs or information to
support problem identificatieon,lane counter reverts to zero.
8
In order to qualify for SLA metric,all problem Types mist be
determined to be the direct cause of GH Software.If problem is
determined to be not the cause of GH Software,SLA's do not
apply.
When requesting support from GH due to possible problems
with GH Software,Customer will include notification of changes
to their PeopleSoft environments, including PeopteTools
versions,database versions,Web servers, database
connectivity software, permissions,windows versions,client
operating system versions. Should Customer fail to notify GH
of these changes,all problem Types will be treated as Severity
1
Severity 3 24 Hours 5 Business SLA only applies to Production environments.
Days
General- This includes all situations that affect the smooth running of
Low intended functionality,but do not require immediate action,A
Priority solution is required to restore functionality.
Receipt of the query will be acknowledged within 24 hours by
email(and 1 or phone):and begin work on a resolution, Client
updates no less than 8 hours apart via email.After 5 business
days,team leaders become involved.
Time counter begins upon GH'receipt of logs indicating
problem, Should GH require additional logs or information to
support problem identification, time counter reverts to zero,
In order to qualify for SLA metric, all problem Types must be
determined to be the direct cause of GH Software. If problem is
determined to be not the cause of GH Software,SLA's do not
apply.
When requesting support from GH due to possible problems
with GH are,Customer will include notification of changes
to their PeopleSoft environments, including PeopleTools
versions,database versions,Web servers, database
connectivity software, permissions,windows versions,client
operating system versions. Should Gustomer fail to notify GH
of these changes.all problem Types will be treated as Severity
3.
r
M&C Review
Official site.
CITY COUNCIL AGENDA FURT�'4QRATII
COUNCIL ACTION: Approved on 8/14/2018
REFERENCE„* LOG 13P18-00433857 SECURITY
DATE: 8/14/2018 NO.: P-12234 NAME: PLATFORM SOFTWARE SB ITS
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Purchase Agreement with SHI/Government Solutions, Inc. for Application
Security Platform Software, License Fees, Training, Professional Services and
Maintenance Support Services for the Information Technology Solutions Department
Using Cooperative Contracts in an Annual Amount Up to $277,850.00 (ALL COUNCIL
DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize a Purchase Agreement with SHI/Government
Solutions, Inc. for Application Security Platform software, license fees, training, professional services and
maintenance support services for the Information Technology Solutions Department using National
Intergovernmental Purchasing Alliance Contract No. 2018011-02 in an Annual Amount up to
$277,850.00, with renewal options for annual maintenance in the amount of$34,000.00.
DISCUSSION:
The Information Technology Solutions (ITS) Department will use this Purchase Agreement to purchase,
implement and install software to improve the City's Enterprise Resource Program platform cyber security
posture against newer tools, techniques and procedures that adversaries are using. The annual renewals
will be included in the IT Solutions annual operating budget.
The Information Technology Department originally sought guidance from the Purchasing Division to
assist with the procurement of Security Platform Software. Two cooperative quotes and one non-
cooperative quote were obtained for cost comparison between vendors. Below is a summary of the
quotes received for the Security Software:
Vendor Co-op One-Time Annual Implementation Total Cost
Contract License Fee Support Cost
SHI NIPA- Included in Included in Included in $277,850.00
Government 2018011-02 Total Price Total Price Total Price
Solutions
CDW G NJPA 100614 $215,000.00 $39,000.00 $42,500.00 $296,500.00
Grey Heller NON-COOP $371,600.00 $68,072.00 $47,600.00 $487.272.00
PRICE ANALYSIS -The National Intergovernmental Purchasing Alliance (NIPA) contract offers fixed
discounts. Staff reviewed the pricing and determined it to be fair and reasonable.
COOPERATIVE PURCHASE- State law provides that a local government purchasing an item under a
cooperative purchasing Agreement satisfies any state law requiring that the local government seek
competitive bids for purchase of the item. NIPA Contracts are competitively bid to increase and simplify
the purchasing power of government entities across the State of Texas.
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M&C Review
M/WBE OFFICE - A MBE/SBE goal is not assigned when purchasing from an approved purchasing
cooperative or public entity.
SUCCESSOR CONTRACTS - To facilitate planning and budgeting Staff would prefer to have annual
Agreements that align with the Fiscal Year. However, the NIPA Agreement is out of alignment with the
City's Fiscal Year and its current term will expire February 28, 2023. In order for this purchase to align
with the City's Fiscal Year, adoption of this Mayor and Council Communication (M&C) technically
authorizes (i) a series of purchase Agreements, each of which will align to a term of the NIPA Agreement
to ensure legal authority exists for the contract, and (ii) an annual spend amount, future years of which
would be subject to City Council appropriation. In the event the NIPA Agreement is not renewed, Staff
would cease purchasing at the end of the last purchase Agreement coinciding with a valid NIPA
Agreement. If the City Council were to not appropriate funds for a future year, Staff would stop making
purchases when the last appropriation expires, regardless of whether the then-current purchase
Agreement has expired. The City will initially use NIPA Contract 2015011-02 to make purchases
authorized by this M&C. As noted, that Agreement NIPA 2018011-02 is set to expire on February 28,
2023. If NIPA 2018011-02 is extended, this M&C authorizes the City to purchase similar equipment and
supplies under the extended contracts. If NIPA Contract 2018011-02 is not extended but NIPA executes
a new cooperative contract with SHI/Government Solutions, Inc. and with substantially similar terms as
NIPA Contract 2018011-02, this M&C authorizes the City to purchase the equipment and supplies under
the new N IPA contracts.
AGREEMENT TERM - Upon City Council's approval, this Agreement will commence upon execution by
both parties and continue in accordance with the terms and conditions of NIPA Contract No. 2018011-02
or applicable successive NIPA contracts for the same services.
RENEWAL OPTIONS -This Agreement may be renewed for up to four 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. Staff anticipates
the cost for renewal years will be the same as for the first year.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget and capital
budget, as appropriated, and that prior to an expenditure being made, the Information
Technology Solutions Department has the responsibility to validate the availability of funds.
BQN\18-00433857\SB
IQ
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID I I ID Year (Chartfield 2)
Submitted for City Manager's Office bv: Susan Alanis (8180)
Originating Department Head: Cynthia Garcia (8525)
Additional Information Contact:
Cythnia Garcia (8525)
Sheila Baker (8356)
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M&C r -- cw
ATTACHMENTS
SHI Form 1295 Certificate.p
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_ a
CERTIFICATE OF INTERESTED PARTIES FORM 1295
lofl
Complete Nos. 1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos. 1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2018-387345
SHI Government Solutions
Austin,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 08/01/2018
being filed.
City of Fort Worth Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
433857
GreyHeller
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
5 Check only if there is NO Interested Party.
X
6 UNSWORN DECLARATION
Jonathan Richardson March 17, 1988
My name is and my date of birth is
6801 Daugherty Street Austin TX 78757 USA
My address is
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Travis Texas 2 August 18
Executed in County, State of on the day of ,20
(month) (year)
Signatu of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.6711