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Home My WebLink AboutIDENTITY AUTOMATION, LPjt,OUr,ANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL OCT 01 2019 Licensor Name: Identity Automation LP Maintenance and Support Agreement Licensor Address: 7102 N Sam Houston Pkwy W Suite 300 Houston, TX 77064 10/1/19 36 months City of Santa Ana Lcensee Address: - 60 Civic Center Plaza M-95 Santa Ana, CA 92703 $31,850.00 1 700 Support Level: Advanced for 12 months with option to extend in months 13-36 at $3,500 per 12 months. THIS AGREEMENT IS GOVERNED BY THE ATTACHED TERMS AND CONDITIONS. LICENSEE AN LICENSOR ACKNOWLEDGE THAT THEY HAVE READ AND AGREE TO BE BOUND BY THE ATTACHED TERMS AND CONDITIONS. IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN DULY EXECUTED BY THE PARTIES HERETO, AS OF THE EFFECTIVE DATE. Name: Chris H Title: CFO September 25 20 19 Date of Signature ARTICLE 1 - MAINTENANCE AND SUPPORT X See Attached Page Name: Date of Signature 20 N-2019-203 1.1 Maintenance and Support Services. The following maintenance and support services are available to Licensee. 1.2 Licensor shall provide Licensee with patches, bug fixes, and updates ("to the Software during Licensee's contractual period for Software and Support Services, which means that Licensor will provide all updates and new releases to Licensee at no additional charge, including subsequent changes, corrections, maintenance releases, improvements, general enhancements, patches, bug fixes, and updates made to the Software version as part of a progression of improvements and corrections to such version. 1.2 Licensor shall correct errors and defects in the Software, if any, discovered by Licensee or Licensor. This Section 1.2 does not include corrections for known issues and/or requested changes to Software features and functionality as such are documented in Release Notes and other Licensor documentation and/or requested changes to Software features for new functionality. 1.3 Support Services will be provided during normal business hours (8:00 am to 5:00 pm Central Time US) Monday through Fridays, except Licensor holidays (i.e., New Year's, Memorial Day, 41h of July, Labor Day, Thanksgiving Day and the day after Thanksgiving, Christmas Day and other federal holidays). During holiday and non -business hours, Support Services will be provided for Critical issues (as defined below) at no additional charge (24 hours/day, 7 days/week). Support Services are available during non -business hours for issues that are not Critical (as defined below) for additional fees at a rate of $200 per hour. Said services shall require documentation and approval from Licensee. 1.4 Support Services requests shall be entered by Licensee in Identity Automations Support Community via email or ticket posting and shall include identification of the severity level of the request. Licensee shall provide Licensor with a copy of available output and other data which Licensor may reasonably request in order to diagnose and reproduce operating conditions similar to those present when the error, defect, or nonconformity in the Software (hereinafter referred to as "Problem") was discovered. Licensor shall use its best efforts to design all resolutions to Problems so that the resolutions do not materially reduce or diminish the prior functionality or performance of the Software on Licensee systems and operations. 1.5 The following Severity Levels and Response times are set forth below: (a) Service Level Agreement. Severity Levels a. 1 — Emergency - The entire system is down and all users are impacted. b. 2 — Critical— A large subset of users are impacted. c. 3 — Major— A small subset of users are impacted. d. 4 — Minor — A single user is impacted. Severity Response Times a. Severity Level 1 — Respond within 10 business hours b. Severity Level 2 — Respond within 2 business days c. Severity Level 3 — Respond within 3 business days; d. Severity Level 4 - Respond within 5 business days; ARTICLE 2 - MAINTENANCE & SUPPORT FEES 2.1 Maintenance & Support. During the initial term of this Agreement, Licensee shall pay to Licensor a maintenance and support fee equal to the Maintenance and Support Fee set out on page 1 hereof for the initial term. Subsequent renewal terms will be charged in accordance with Licensor's current pricing in effect at time of renewal. 2.2 Other fees. Any Professional Services and/or training provided by Licensor will be invoiced upon completion upon which said services are provided. Any custom support package provided by Licensor beyond the normal scope of this Maintenance and Support Agreement will be invoiced at the time said support package has been provided. Unless otherwise provided in writing, all invoices for services provided are payable within thirty (30) days after invoice date. 2.3 Payment Terms. All payments for services as described in this Maintenance and Support Agreement are due within 30 days after receipt of invoice. No maintenance or support will be performed under this Agreement if any payments are past due under this Agreement or the Base Agreement. ARTICLE 3 - MAINTENANCE & SUPPORT RENEWALS 3.1 Merging of Maintenance & Support renewal dates shall be permitted if multiple license purchases are made inclusive of Maintenance & Support. Prior to merging of Maintenance & Support renewal dates, payment must be received for the initial one (1) year of Maintenance & Support made with the initial purchase. 3.2 Renewals made following Termination as defined in Article 5 may be made under the condition that outstanding maintenance and support be brought current for entirety of period following termination. 3.3 Partial renewal of Maintenance and Support is defined as renewal of Maintenance and Support for a number of licenses less than purchased will constitute non -renewal. The number of supported licenses may be reduced upon agreement of both parties. In such event, the Licensor shall issue a new replacement license equivalent to the number of licenses renewed under Maintenance and Support. 4.1 Term. Both parties agree that this Agreement shall be effective for a period equal to the Initial Term set forth above. This Agreement may be terminated or canceled as provided in Sections 4.1. 4.2 Termination for Cause, This Agreement may be terminated for cause, as follows: (a) by Licensor, if Licensee fails to make timely payment, and any such failure is not remedied within ten (10) days after receipt of written notice stating such breach; (b) by Licensor, immediately upon written notice, if Licensee: (i) fails, either intentionally or unintentionally, to abide by the restricted use or confidentiality provisions of the End User License Agreement (c) by either party, if a party (including its successors and assigns, if applicable) ceases doing business as a result of dissolution, liquidation, or other causes. In such event, the other party may immediately terminate this Agreement by providing written notice setting out the grounds for termination. 4.3 Obligations upon Termination. Upon termination, Licensee shall immediately pay all outstanding amounts incurred prior to termination to Licensor. ARTICLE 5 - LIABILITY IN NO EVENT SHALL LICENSOR BE LIABLE, WHETHER BASED UPON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF LICENSOR HAS BEEN ADVISED OF OR COULD HAVE REASONABLY FORESEEN THE POSSIBILITY OF SUCH DAMAGES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFITS OR BUSINESS, COSTS OF DELAY, COSTS TO COMPANY OR OTHERS ARISING UNDER OR RELATED TO THIS AGREEMENT. LICENSOR'S AGGREGATE LIABILITY FOR ANY OTHER DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO THE LIABILITY. THE FOREGOING SHALL NOT LIMIT LICENSEE'S PAYMENT OBLIGATIONS UNDER ARTICLE 3. ARTICLE 6 - MISCELLANEOUS 6.1 Choice of Law. This License Agreement will be governed by the laws of the State of California. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this License Agreement. You submit to personal jurisdiction in California and further agree that any legal action relating to this License Agreement will be brought exclusively in the County of Orange, State of California. You hereby waive any claim that such venue is improper or inconvenient. IN ANY SUCH PROCEEDINGS, YOU HEREBY KNOWINGLY AND WILLINGLY WAIVE AND SURRENDER YOUR RIGHT TO TRIAL BY JURY. 6.2 Effect of Illegality. In the event that any provision of this License Agreement shall be determined to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this License Agreement shall otherwise remain in full force and effect and enforceable. 6.3 No Waiver. The failure of either Party to enforce its rights under this License Agreement at any time for any period shall not be construed as a waiver of such rights. 6.4 Survival of Certain Provisions. It is hereby agreed that the rights and obligations of the parties hereto contained in Articles 2, 3, 5 and 6 and any Addenda referenced therein shall survive and continue after any termination or cancellation of this Agreement and shall bind the parties, their successors, their assigns and their legal representatives. 6.5 Entire Agreement. This Agreement sets forth and shall constitute the entire agreement between Licensee and Licensor with respect to the subject matter thereof, and shall supersede any and all prior agreements, understandings, promises and representations made by one party to the other concerning the subject matter herein and the terms and conditions applicable thereto. This Agreement may not be released, discharged, supplemented, interpreted, amended or modified in any manner except by an instrument in writing signed by a duly authorized officer or representative of each of the parties hereto as is specially provided elsewhere in this Agreement. 6.6 Independent Contractors. In making and performing this Agreement, the parties act and shall act at all times as independent contractors and nothing contained in this Agreement shall be construed or implied to create the relationship of partner or of employer and employees between the parties. At no time shall either party make commitments for or in the name of the other party. 6.7 No Assignment by Licensee. Licensee is not allowed to assign its rights or obligations under this Agreement without Licensor's prior written consent 6.8 Notices. All notices under this Agreement shall be sent to the address here above mentioned. All such notices shall be deemed to be received by the other party on the earlier of (a) five (5) days after the postal date of a written notice, (b) three (3) days after the date of delivery of the courier mail company. Customer Support Center Licensor's contact information for technical support will be: email address: support@identityautomation.com 2. Licensor's normal business hours are as follows: Monday — Friday 8:00 a.m. to 5:00 p.m. Central Time (excluding Holidays) 1% IDENTITY AUTOMATION Identity Automation LP 7102 N. Sam Houston Pkwy. W. Ste 300 Houston, TX 77064 Ship to : City of Santa Ana Attn: City of Santa Ana 60 Civic Center Plaza M-95 Santa Ana, CA 92703 United States Item 2FA-103R-01 Advanced Support 2FA-103R-01 2FA-103R-01 Description Rapidldentity MFA Complete & eSSO, 1 yr Maintenance & Support Renewal for Perpetual License POP: 814119 - 8/3120 Advanced Support POP: 10/1119 - 9/30/20 Rapidldentity MFA Complete & eSSO, 1 yr Maintenance & Support Renewal for Perpetual License POP: 814/20 - 813/21 Rapidldentity MFA Complete & eSSO. 1 yr Maintenance & Support Renewal for Perpetual License POP: 814121- 8/3122 Quote # : RQT-04021 Quote Date: 09/25/2019 Valid up to: 09/30/2019 Unit Quantity Unit Price Amount Each 700 —[ $13.5 $9.450,00 Each 1 $3.500.00 $3.500.00 Each 700 $13.5 $9,450.00 Each 700 $13.5 W450.00 SUBTOTAL $31,850.00 TOTAL $31,850.00 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City A,�torney A TAMARA BOGOSIAN Assistant City Attorney CITY OF SANTA ANA RISTINE RID E City Manager RECOMMENDED FOR APPROVAL: DAVID VALENTIN Chief of Police