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2020-07-28; City Council; Resolution 2020-157
Exhibit 1 RESOLUTION NO. 2020-157 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY MANAGER OR A DESIGNEE TO PURCHASE THE OKTA SOFTWARE SUBSCRIPTION RENEWAL FROM CDW-G, LLC IN AN AMOUNT NOT TO EXCEED $381,135 FOR A THREE-YEAR TERM ENDING AUG. 24, 2023 WHEREAS, the City of Carlsbad uses a number of Okta security products and services, which it currently purchases under the Okta Master Subscription Agreement (Attachment A); and WHEREAS, the City of Carlsbad desires to renew the Subscription for a three-year term ending August 24, 2023; and WHEREAS, CDW-G, LLC is an authorized Okta reseller and provides products and technology services under the National IPA Technology Solutions contract #2018011-01; and WHEREAS, CDW-G, LLC, has provided a quote (Attachment B) of $381,135, or $127,045 per year, for a three-year renewal of the Subscription; and WHEREAS, under Carlsbad Municipal Code Section 3.28.100, Cooperative Purchasing, the Purchasing Officer has the authority to join with other public agencies for the purchase of goods or services when it is in the best interest of the City; and WHEREAS, the Purchasing Officer has reviewed the quote for the three-year renewal of the Subscription and determined purchasing the Subscription renewal from CDW-G, LLC is in the best interest of the City (Attachment C); and WHEREAS, the budget to procure the first year's payment of the Subscription renewal is available in the Information Technology Department's fiscal year 2020-21 Operating Budget; and WHEREAS, the funding for the Subscription's future years will be considered on an annual basis in the Information Technology Department's annual budget requests. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the city manager or a designee is authorized to purchase the Subscription renewal from CDW-G, LLC, in an amount not to exceed $381,135 for a three-year term ending August 24, 2023, and to execute all required documents necessary July 28, 2020 Item #1 Page 3 of 19 for the purchase. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 28th day of July, 2020, by the following vote, to wit: AYES: Hall, Blackburn, Bhat-Patel, Schumacher. NAYS: None. ABSENT: None. -Itcfr#,Wee,(e/ MATT HALL, Mayor _9\/pciA1)/In101Pp BARBARA ENGLESON, Cify Clerk (SEAL) July 28, 2020 Item #1 Page 4 of 19 DocuSign Envelope ID: 92C4340C-35FC-40FD-A802-25E79C71ADE4 okta Attachment A 00000277.0 OKTA, INC. MASTER SUBSCRIPTION AGREEMENT For Customers Purchasing Through a Reseller This Okta, Inc. Master Subscription Agreement ("Agreement") is made and entered into as of October 27, 2017 (the "Effective Date") by and between Okta, Inc. ("Okta"), a Delaware corporation with its offices at 301 Brannan Street, Suite 100, San Francisco, CA 94107 and City of Carlsbad CA ("Customer") with offices at 1635 Faraday Avenue, Carlsbad, CA, 92008. Customer and Okta hereby agree as follows: 1. Definitions. 1.1. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the Customer entity signing this Agreement. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. 1.2. "Free Trial Service" means any Okta service or functionality that may be made available by Okta to Customer to try at Customer's option, at no additional charge, and which is clearly designated as "beta," "trial," "non-GA," "pilot," "developer preview," "non-production," "five trial," "evaluation," or by a similar designation. 1.3. "Customer Data" means all electronic data submitted by or on behalf of Customer to the Service. 1.4. "Documentation" means Okta's user guides and other end user documentation for the Service available on the online help feature of the Service, as may be updated by Okta from time to time including without limitation the materials available at www.okta.com. 1.5. "Non-Okta Application" means a web-based, offline, mobile, or other software application functionality that is provided by Customer or a third party and interoperates with a Service. 1.6. "Professional Services" means implementation and configuration services provided by Okta in connection with the Service, as described more fully in a Statement of Work. Professional Services shall not include the Service. 1.7. "Reseller Order Form" means an ordering document pursuant to which Customer shall place orders to Reseller for the Service, Training Services, Support Services, and/or Professional Services purchased, to be provided by Okta under this Agreement. Each Reseller Order Form shalt include the Service ordered, capacity licensed (i.e. the number of Users, log-ins, etc.), pricing, bill to, sold to, and the Term. Reseller Order Forms shall be subject solely to and incorporate by reference the terms of this Agreement. 1.8. "Reseller" means the authorized Okta reseller identified on the Order Form. 1.9. "Service" means the products and services purchased by Customer and provided by Okta, as specified on a Reseller Order Form. "Service" excludes the Professional Services, Free Trial Service, and Non-Okta Applications. 1.10. "Statement of Work" means a document that describes certain Professional Services purchased by Customer under this Agreement. Each Statement of Work shall incorporate this Agreement by reference. 1.1 1. "Support Services" means the support services provided by Okta in accordance with Okta's then-current support policy and as identified on a Reseller Order Form. In the event that the level of support is not identified in the Reseller Order Form, Customer shall receive a "basic" level of support that is included in the Service. 1.12. "Training Services" means the education and training services provided by Okta as described more fully in an applicable Reseller Order Form. 1.13. "Term" has the meaning set forth in Section 11.1. 1.14. "Users" means individuals who are authorized by Customer to use the Service, for whom a subscription to the Service has been procured. Users may include, for example, Customer's and Customer's Affiliates' employees, consultants, clients, external users, contractors, agents, and third parties with which Customer does business. Rev 032017 8/22/2017 13:55:01 Page 1 July 28, 2020 Item #1 Page 5 of 19 DocuSign Envelope ID: 92C4340C-35FC-40FD-A802-25E79C71ADE4 (Acta 00000277.0 2. Free Trials, Service, Professional Services, and Training Services. 2.1. Free Trials. If Customer registers for a Free Trial Service on Okta's website, Okta will make such Free Trial Service available to Customer on a trial basis, free of charge, until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable Free Trial Service(s), or (b) the start date of any Service subscription purchased by you for such Service(s). Notwithstanding anything to the contrary in this Agreement, during the free trial, the Free Trial Service is provided "as-is" without any representation or warranty. Okta's Obligations. Okta shall make the Service available to Customer pursuant to this Agreement and all Reseller Order Forms during the Term, and grants to Customer, through the Reseller, a limited, non-sublicensable, non-exclusive, non-transferable right during the Term to allow its Users to access and use the Service in accordance with the Documentation, solely for Customer's business purposes. Customer agrees that its purchase of the Service or the Professional Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Okta with respect to future functionality or features. Customer's Obligations. Customer is responsible for all activities conducted under its and its Users' logins on the Service. Customer shall use the Service in compliance with applicable law and shall not: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Service, or any part thereof, or make it available to anyone other than its Users; (ii) send or store in the Service any personal health data, credit card data, personal financial data or other such sensitive data which may be, without limitation, subject to the Health Insurance Portability and Accountability Act, Gramm-Leach-Bliley Act, or the Payment Card Indushy Data Security Standards; (iii) send or store infringing or unlawful material in connection with the Service; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs to the Service; (v) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Service or the data contained therein; (vi) modify, copy or create derivative works based on the Service, or any portion thereof; (vii) access the Service for the purpose of building a competitive product or service or copying its features or user interface; or (viii) delete, alter, add to or fail to reproduce in and on the Service the name of Okla and any copyright or other notices appearing in or on the Service or which may be required by Okta at any time. Any use of the Service in breach of this Agreement, Documentation or Order Forms, by Customer or Users that in Okta's judgment threatens the security, integrity or availability of the Service, may result in Okta's immediate suspension of the Service; however, Okta will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to such suspension. 7.4. Professional Services; Training Services. Customer and Okta may, through the Reseller, enter into Statements of Work that describe the specific Professional Services to be performed by Okta. Okta shall provide any Training Services in accordance with Okta's then-current Training Services terms. If applicable, while on Customer premises for Professional Services or Training Services, Okta personnel shall comply with reasonable Customer rules and regulations regarding safety, security, and conduct made known to Okta, and will at Customer's request promptly remove from the project any Okta personnel not following such rules and regulations. 2.5. Customer Affiliates. Customer Affiliates may purchase and use Service subscription and Professional Services subject to the terms of this Agreement by executing Reseller Order Forms or Statements of Work hereunder that incorporate by reference the terms of this Agreement, and in each such case, all references in this Agreement to Customer shall be deemed to refer to such Customer Affiliate for purposes of such Order Form or Statements of Work. 3. Security, and Support. 3.1. Security. Okta shall: (i) maintain appropriate administrative, physical, and technical safeguards to protect the security and integrity of the Service and the Customer Data; (ii) protect the confidentiality of the Customer Data; and (iii) access and use the Customer Data solely to perform its obligations in accordance with the terms of this Agreement, and as otherwise expressly permitted in this Agreement ("Security Program"). Such Security Program will conform with the Okta security protocols which are further described in Okta's most recently completed Service Organization Control 2 (SOC 2) audit reports or other similar independent third party annual audit report ("Audit Report"). Upon Customer's request, Okta shall provide Customer with a copy of Okta's then-current Audit Report. In no event during the Term shall Okta materially diminish the protections provided by the controls set forth in Okta then-current Audit Report. Support Services. During the Term, Okta shall provide Support Services to Customer in accordance with Okta's then-current Okta support policy, and as identified in an Order Form. In the event that the level of support is not identified in the Order Form, Customer shall receive a "basic" level of support that is included in the Service at no additional cost. 4. Confidentiality. Each party ("Recipient") may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (`Discloser") which may not be Rev 032017 8/22/2017 13:55:01 Page 2 July 28, 2020 Item #1 Page 6 of 19 DocuSign Envelope ID: 92C4340C-35FC-40FD-A802-25E79C71ADE4 okta 00000277.0 accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations ("Confidential Information"). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party's breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient's possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser's Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a "need to know" in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Data. 5. Ownership, Feedback, and Aggregated Data. 5.1. Customer Data. As between Okta and Customer, Customer owns its Customer Data. Customer grants to Okta, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Customer Data, as reasonably necessary for Okta to provide the Service in accordance with this Agreement. Subject to the limited licenses granted herein, Okta acquires no right, title or interest from Customer or Customer's licensors under this Agreement in or to any Customer Data. Customer shall be responsible for the accuracy, quality and legality of Customer Data and the means by which Customer acquired Customer Data. 5.2. Okta Ownership of the Service. Except for the rights expressly granted under this Agreement, Okta and its licensors retain all right, title, and interest in and to the Service, Documentation, the Professional Services, the Training Services materials, including all related intellectual property rights inherent therein. If Customer purchases Professional Services, Dicta grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right to use the Professional Services solely for Customer's use with the Service. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement. 5.3. Feedback. Okta shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or its Users relating to the features, functionality or operation of the Service, the Professional Services, or the Training Services ("Feedback"). Okta shall have no obligation to use Feedback, and Customer shall have no obligation to provide Feedback. 5.4. Statistical Usage Data. Okta owns the statistical usage data derived from the operation of the Service, including data regarding web applications utilized in connection with the Service, configurations, log data, and the performance results for the Service ("Usage Data"). Nothing herein shall be construed as prohibiting Okta from utilizing the Usage Data to optimize and improve the Service or otherwise operate Okta's business; provided that if Okta provides Usage Data to third parties, such Usage Data shall be de-identified and presented in the aggregate so that it will not disclose the identity of Customer or any User(s) to any third party. 6. Fees and Expenses. 6.1. Fees. Customer shall pay the fees set forth in the applicable Reseller Order Form ("Fees") to Reseller in accordance with the terms and conditions set forth in the applicable Reseller Order Form. All fees are based on access rights acquired and not actual usage. All Fees are due and payable by Customer to its Reseller and are nonrefundable by Okta to Customer unless expressly noted hereunder. All Fees are due- and payable by Customer to its Reseller and are nonrefundable by Okta to Customer unless otherwise expressly noted under. Any disputes related to the Fees or invoicing shall be handled directly between Customer and the Reseller. 6.2. Expenses. Unless otherwise specified in the applicable Statement of Work, upon invoice from Okta, Customer will reimburse Okta for all pre-approved, reasonable expenses incurred by Okta while performing the Professional Services, including without limitation, transportation services, lodging, and meal and out-of-pocket expenses related to the provision of the Professional Services. Okta will include reasonably detailed documentation of all such expenses with each related invoice. Rev 032017 8/22/2017 13:55:01 Page 3 July 28, 2020 Itenn gl Page 7 of 19 DocuSign Envelope ID: 92C4340C-35FC-40FD-A802-25E79C71ADE4 okta 00000277.0 7. Warranties and Disclaimer. 7.1. Warranties. a) Service. Okta warrants that during the Term: (i) the Service shall perform materially in accordance with the applicable Documentation, (ii) Okta shall make commercially reasonable efforts to make the Service available to Customer 24 hours a day, 7 days a week, every day of each year (except for any unavailability caused by a Force Majeure event); (iii) Okta will employ then-current, industry-standard measures to test the Service to detect and remediate viruses, Trojan horses, worms, logic bombs, or other harmful code or programs designed to negatively impact the operation or performance of the Service, and (iv) it owns or otherwise has sufficient rights in the Service to grant to Customer the rights to use the Service granted herein. As Customer's exclusive remedy and Okta's entire liability for a breach of the warranties set forth in this Section 7.1(a), Okta shall use commercially reasonable efforts to correct the non-conforming Service at no additional charge to Customer, and in the event Okta fails to successfully correct the Service within a reasonable time of receipt of written notice from Customer detailing the breach, then Customer shall be entitled to terminate the applicable Service and receive an immediate refund of any prepaid, unused Fees for the non-conforming Service. The remedies set forth in this subsection shall be Customer's sole remedy and Okta's sole liability for breach of these warranties. The warranties set forth in this Section shall apply only if the applicable Service has been utilized in accordance with the Documentation, this Agreement and applicable law. b) Professional Services. Okta warrants that the Professional Services will be performed in a good and workmanlike manner consistent with applicable industry standards. As Customer's sole and exclusive remedy and Okta's entire liability for any breach of the foregoing warranty, Okta will, at its sole option and expense, promptly re-perform any Professional Services that fail to meet this limited warranty or refund to Customer the fees paid for the non-conforming Professional Services. 7.2. Disclaimer. EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH UNDER SECTION 7.1, OKTA AND ITS SUPPLIERS HEREBY DISCLAIM ALL (AND HAVE NOT AUTHORIZED ANYONE TO MAKE ANY) WARRANTIES RELATING TO THE SERVICE, PROFESSIONAL SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PARTIES ARE NOT RELYING AND HAVE NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED, EXCEPT FOR THE WARRANTIES SET FORTH UNDER SECTION 7.1. OKTA MAKES NO WARRANTY REGARDING ANY NON-OKTA APPLICATION WITH WHICH THE SERVICE MAY INTEROPERATE. 8. Limitation of Liability. 8.1. EXCEPT FOR INTENTIONAL OR RECKLESS ACTS, NEITHER PARTY (OR OKTA'S THIRD PARTY LICENSORS') SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, (B) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, OR TECHNOLOGY, (C) FOR ANY LOST PROFITS OR REVENUES, OR (D) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. INTENTIONAL AND RECKLESS ACTS ARE SPECIFICALLY EXEMPTED FROM THIS LIMITATION OF LIABILITY. 8.2. EXCEPT FOR INTENTIONAL OR RECKLESS ACTS, THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICE GIVING RISE TO THE LIABILITY IN THE TWELVE-MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT WHICH THE LIABILITY AROSE. EXCEPT FOR INTENTIONAL OR RECKLESS ACTS, THE FOREGOING LIMITATION SHALL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER'S AND CUSTOMER'S AFFILIATES' PAYMENT OBLIGATIONS UNDER THE 'FEES' SECTION ABOVE. 9. Indemnification. 9.1. Okta Indemnification Obligation, Subject to Section 9.3, Okta will defend Customer from any and all claims, demands, suits or proceedings brought against Customer by a third party alleging that the Service, as provided by Okta to Customer under this Agreement infringe any patent, copyright, or trademark or misappropriate any trade secret of any third party (each, an "Infringement Claim"). Okta will indemnify Customer for all damages, costs, reasonable attorneys' fees finally awarded by a court of competent jurisdiction, or paid to a third party in Rev 032017 8/22/2017 13:55:01 Page 4 July 28, 2020 Item #1 Page 8 of 19 DocuSign Envelope ID: 92C4340C-35FC-40FD-A802-25E79C71ADE4 okta 00000277.0 accordance with a settlement agreement signed by Okta, in connection with an Infringement Claim. In the event of any such Infringement Claim, Okta may, at its option: (i) obtain the right to permit Customer to continue using the Service, (ii) modify or replace the relevant portion(s) of the Service with a non-infringing alternative having substantially equivalent performance within a reasonable period of time, or (iii) terminate this Agreement as to the infringing Service and refund to Customer any prepaid, unused Fees for such infringing Service hereunder. Notwithstanding the foregoing, Okta will have no liability for any Infringement Claim of any kind to the extent that it results from: (1) modifications to the Service made by a party other than Okta, (2) the combination of the Service with other products, processes or technologies (where the infringement would have been avoided but for such combination), or (3) Customer's use of the Service other than in accordance with the Documentation and this Agreement. The indemnification obligations set forth in this Section 9.1 are Okta's sole and exclusive obligations, and Customer's sole and exclusive remedies, with respect to infringement or misappropriation of third party intellectual property rights of any kind. 9.2. Customer Indemnification Obligation. Subject to Section 9.3, Customer will defend Okta from any and all claims, demands, suits or proceedings brought against Okta by a third party alleging a violation of a third party's rights arising from Customer's provision of the Customer Data. Customer will indemnify Okta for all damages, costs, reasonable attorneys' fees finally awarded by a court of competent jurisdiction, or paid to a third party in accordance with a settlement agreement signed by Customer. 9.3. Indemnity Requirements. The party seeking indemnity under this Section 9 ("Indemnitee") must give the other party ("Indemnitor") the following: (a) prompt written notice of any claim for which the Indemnitee intends to seek indemnity, (b) all cooperation and assistance reasonably requested by the Indemnitor in the defense of the claim, at the Indemnitor's sole expense, and (c) sole control over the defense and settlement of the claim, provided that the Indemnitee may participate in the defense of the claim at its sole expense. 10. Customer Mention. Okta may, upon Customer's prior written consent, use Customer's name to identify Customer as an Okta customer of the Service, including on Okta's public website. Okta agrees that any such use shall be subject to Okta complying with any written guidelines that Customer may deliver to Okta regarding the use of its name and shall not be deemed Customer's endorsement of the Service. 11. Term, Termination, and Effect of Termination. 11.1. Term. The term of this Agreement commences on the Effective Date and continues until the stated term in all Reseller Order Forms have expired or have otherwise been terminated. Subscriptions to the Service commence on the date, and are for a period, as set forth in the applicable Reseller Order Form ("Term"). Upon expiration of the Term, unless otherwise stated on an applicable Reseller Order Form, the Service will automatically renew for additional terms equal in duration to the initial Term (each a "Renewal Term"), unless and until either party gives the other notice of non-renewal at least thirty (30) days prior to the end of the then-current Term or Renewal Term. 11.2. Termination. Either party may terminate this Agreement by written notice to the other party in the event that (i) such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination for cause by Customer pursuant to this Section 11.2, Okta will refund Customer a pro-rata portion of any prepaid Fees that cover the remainder of the applicable Reseller Order Form Term or Renewal Term after the effective date of termination and a pro-rata portion of any prepaid Professional Services Fees that cover Professional Services that have not been delivered as of the effective date of termination. 11.3. Retrieval of Customer Data. Upon request by Customer made prior to the effective date of termination of this Agreement, Okta will make available to Customer, at no cost, for a maximum of thirty (30) days following the end of the Term for download a file of Customer Data (other than personal confidential information such as, but not limited to, User passwords may not be included except in hash format) in comma separated value (.csv) format. After such 30-day period, Okta shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, be entitled to delete all Customer Data by deletion of Customer's unique instance of the Service; provided, however, that Okta will not be required to remove copies of the Customer Data from its backup media and servers until such time as the backup copies are scheduled to be deleted in the normal course of business; provided further that in all cases Okta will continue to protect the Customer Data in accordance with this Agreement. Additionally, during the Term, Customer may extract Customer Data from the Service using Okta's standard web services. 11.4. Effect of Termination. Upon termination of this Agreement for any reason, all rights and subscriptions granted to Customer including all Order Forms will immediately terminate and Customer will cease using the Service (except as otherwise permitted under Section 11.3 ("Retrieval of Customer Data") and Okta Confidential Information. Termination for any reason other than termination for cause by Customer pursuant to Section 11.2(i) shall not relieve Customer of the obligation to pay all future amounts due under all Order Forms. The sections titled "Definitions," "Confidentiality," "Ownership; Aggregated Data," "Fees, Expenses and Taxes," "Warranty Disclaimer," "Limitation of Liability," "Indemnification," "Term, Termination, and Effect of Termination," and "General" shall survive any termination or expiration of this Agreement. Rev 032017 8/22/2017 13:55:01 Page 5 July 28, 2020 Item #1 Page 9 of 19 DocuSign Envelope ID: 92C4340C-35FC-40FD-A802-25E79C71ADE4 okta 00000277.0 12. General 12.1. Assignment. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Customer or Okta without the other party's prior written consent which shall not be unreasonably withheld or delayed, and any such attempted assignment or transfer shall be void and without effect. Notwithstanding the foregoing, either party may freely assign this Agreement in its entirety (including all Reseller Order Forms), upon notice and without the consent of the other party, to its successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that all fees owed and due have been paid. 12.2. Controlling Law, Attorneys' Fees and Severability. This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. With respect to all disputes arising out of or related to this Agreement, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in San Diego, California. In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys' fees. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 12.3. Notices. All legal notices hereunder shall be in writing and given upon (i) personal delivery, in which case notice shall be deemed given on the clay of such hand delivery, or (ii) by overnight courier, in which case notice shall be deemed given one (1) business day after deposit with a recognized courier for U.S. deliveries (or three (3) business days for international deliveries). 12.4. Force Majeure. If the performance of this Agreement or any obligation hereunder (other than obligations of payment) is prevented or restricted by reasons beyond the reasonable control of a party including but not limited to computer related attacks, hacking, or acts of terrorism (a "Force Majeure Event"), the party so affected shall be excused from such performance and liability to the extent of such prevention or restriction. 12.5. Equitable Relief. Due to the unique nature of the parties' Confidential Information disclosed hereunder, there can be no adequate remedy at law for a party's breach of its obligations hereunder, and any such breach may result in irreparable harm to the non-breaching party. Therefore, upon any such breach or threat thereof, to the extent allowed by law, the party alleging breach shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it, without the requirement of posting a bond. 12.6. Independent Contractors. The parties shall be independent contractors under this Agreement, and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose. There are no third-party beneficiaries under this Agreement. 12.7. Export Compliance. Each party represents that it is not named on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, nor owned or controlled by or acting on behalf of any such persons or entities, and Customer will not access or use the Service in any manner that would cause any party to violate any U.S. or international embargo, export control law, or prohibition. 12.8. Government End User. If Customer is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal . Acquisition Regulations (FAR), Customer acknowledges that elements of the Service constitute software and documentation and are provided as "Commercial Items" as defined in 48 C.F.R. 2.101 and are being licensed to U.S. government User as commercial computer software subject to restricted rights described in 48 C.F.R. 2.101, 12.211 and 12.212. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of the Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement ("DFARS") and its successors. This U.S. Government End User Section 12.8 is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data. 12.9. Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Okta employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Okta. 12.10. Entire Agreement. This Agreement together with the Reseller Order Form(s) constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all prior or contemporaneous written or oral agreements existing between the parties hereto, including any non-disclosure agreement(s), and related to the subject matter hereof are expressly canceled. The parties agree that any term or condition stated in Customer's purchase order or in any other of Customer's order documentation (excluding Reseller Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Reseller Order Form, (2) this Agreement, and (3) the Documentation. No modification, amendment or waiver of any provision of this Agreement will Rev 032017 8/22/2017 13:55:01 Page 6 July 28, 2020 Item #1 Ng,- 10 of 19 DocuSign Envelope ID: 92C4340C-35FC-40FD-A802-25E79C71ADE4 okta 00000277.0 be effective unless in writing and signed by both parties hereto. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. Authorization The Parties hereto have executed this Agreement by their respective authorized signatories. CUSTOMER AUTHORIZATI S. Accepted By: ..-<, Accepted By: Print Name: 1\l'--1-4-.4e-A-s 07 LouvcA^) Print Name Title: C 1 0 Title: VP, Business Operations Date Signed: ,::› b 1 7 0 f;V—Ik Date Signed: 8/24/2017 APPROVED AS TO FORM Celia A. Brewefr C Attorney By: Ai Asst/Deputy City Attorney City of Carlsbad, CA Rev 032017 8/22/2017 13:55:01 Page 7 July 28, 2020 Item #1 Page 11 of 19 esifLos. OKTA AUTHORIZATTUNP"" by: rillAJALL E421CADDA73D1C1 Jake Randal 1 Attachment B 111.11m1 PEOPLE WHO GET IT QUOTE CONFIRMATION DEAR JOE STEPHENSON, Thank you for considering CDW•G for your computing needs. The details of your quote are below. Click hem to convert your quote to an order. ACCOUNT MANAGER NOTES: pricing is 35% off MSRP QUOTE # QUOTE DATE QUOTE REFERENCE CUSTOMER # GRAND TOTAL LUG600 5/29/2020 OKTA YEAR 1 6387665 $127,045.00 IMPORTANT - PLEASE READ Special Instructions: PRICING IS GOOD UNTIL 8-31-2020 QUOTE DETAILS ITEM QTY CDW# UNIT PRICE EXT. PRICE OKTA ADV LIFECYCLE MGMT 1500 1500 1500 1500 5475258 4758092 4773666 4773667 $37.75 $16.50 $12.95 $7.50 $56,625.00 $24,750.00 $19,425.00 $11,250.00 Mfg. Part#: P000403 Electronic distribution - NO MEDIA IT Products - Advanced Lifecycle Management Okta - P000403 Start Date: 08/25/2020 End Date: 08/24/2021 pricing is 35% off MSRP Contract: National IPA Technology Solutions (2018011-01) OKTA ENT IT MFA FACTORS Mfg. Part#: P000131 Electronic distribution - NO MEDIA IT Products - MFA, Users per Month Okta - P000131 Start Date: 08/25/2020 End Date: 08/24/2021 pricing is 35% off MSRP Contract: National IPA Technology Solutions (2018011-01) OKTA ENT IT SINGLE SIGNON Mfg. Part#: P000052 Electronic distribution - NO MEDIA IT Products - Single Sign-On, Users per Month Okta - P000052 Start Date: 08/25/2020 End Date: 08/24/2021 pricing is 35% off MSRP Contract: National IPA Technology Solutions (2018011-01) OKTA ENT IT UNIV DIR Mfg. Part#: P000055 Electronic distribution - NO MEDIA IT Products - Universal Directory, Users per Month Okta - P000055 Start Date: 08/25/2020 July 28, 2020 Item #1 Page 12 of 19 Page .1 of 2 QUOTE DETAILS (CONT.) End Date: 08/24/2021 pricing is 35% off MSRP Contract: National IPA Technology Solutions (2018011-01) Okta Success Package Premier - technical support (renewal) - 1 4773669 $14,995.00 $14,995.00 1 year Mfg. Part#: P000103 UNSPSC: 81112201 Electronic distribution - NO MEDIA Support - Premier Success Package Okta - P000103 Start Date; 08/25/2020 End Date: 08/24/2021 pricing is 35% off MSRP Contract: National IPA Technology Solutions (2018011-01) Okta Preview Sandbox - subscription license - 1 license 1 4808511 $0.00 $0.00 Mfg. Part#: P000009 Electronic distribution - NO MEDIA Sandbox - Preview Sandbox Okta - P000009 Start Date: 08/25/2020 End Date: 08/24/2021 pricing is 35% off MSRP Contract: National IPA Technology Solutions (2018011-01) PURCHASER BILLING INFO SUBTOTAL $127,045.00 Billing Address: CITY OF CARLSBAD ACCOUNTS PAYABLE 1635 FARADAY AVE CARLSBAD, CA 92008-7314 Phone: (760) 602-2400 Payment Terms: Net 30 Days-Govt State/Local SHIPPING $0.00 SALES TAX $0.00 GRAND TOTAL $127,045.00 Please remit payments to: CDW Govemment 75 Remittance Drive Suite 1515 Chicago, IL 60675-1515 DELIVER TO Shipping Address: CITY OF CARLSBAD JOE STEPHENSON 1635 FARADAY AVE CARLSBAD, CA 92008-7314 Phone: (760) 602-2400 Shipping Method: ELECTRONIC DISTRIBUTION Need Assistance? CDW.G SALES CONTACT INFORMATION Jeff Butchko (877) 853-0557 jeffbutocdwg.com This quote is subject to COW's Terms and Conditions of Sales and Service Projects at http://www.cdwe.com/content/terms-conditions/product-sales.asox For more information, contact a CDW account manager @ 2020 CDW.G LLC, 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 I 800.808.4239 July 28, 2020 Item #1 Page 13 of 19 Page 2 of 2 PEOPLE lidWHO GET IT QUOTE CONFIRMATION DEAR JOE STEPHENSON, Thank you for considering CD\N•G for your computing needs. The details of your quote are below. Click - to convert your quote to an order. ACCOUNT MANAGER NOTES: pricing is 35% off MSRP QUOTE # QUOTE DATE QUOTE REFERENCE CUSTOMER # GRAND TOTAL LUG664 5/29/2020 OKTA YEAR 2 6387665 $127,045.00 IMPORTANT - PLEASE READ Special Instructions: PRICING IS GOOD UNTIL 8 31 2021 QUOTE DETAILS QTY CDVii# UNIT PRICE EXT. PRICE ITEM OKTA ADV LIFECYCLE MGMT 1500 1500 1500 1500 5475258 4758092 4773666 4773667 $37.75 $16.50 $12.95 $7.50 $56,625.00 $24,750.00 $19,425.00 $11,250.00 Mfg. Part#: P000403 Electronic distribution - NO MEDIA IT Products - Advanced Lifecycle Management Okta - P000403 Start Date: 08/25/2021 End Date: 08/24/2022 pricing is 35% off MSRP Contract: National IPA Technology Solutions (2018011-01) OKTA ENT IT MFA FACTORS Mfg. Part#: P000131 Electronic distribution - NO MEDIA IT Products - MFA, Users per Month Okta - P000131 Start Date: 08/25/2021 End Date: 08/24/2022 pricing is 35% off MSRP Contract: National IPA Technology Solutions (2018011-01) OKTA ENT IT SINGLE SIGNON Mfg. Part#: P000052 Electronic distribution - NO MEDIA IT Products - Single Sign-On, Users per Month Okta - P000052 Start Date: 08/25/2021 End Date: 08/24/2022 pricing is 35% off MSRP Contract: National IPA Technology Solutions (2018011-01) OKTA ENT IT UNIV DIR Mfg. Part#: P000055 Electronic distribution - NO MEDIA IT Products - Universal Directory, Users per Month Okta - P000055 Start Date: 08/25/2021 July 28, 2020 Page 1 of 2 Item #1 Page 14 of 19 QUOTE DETAILS (CONT.) End Date: 08/24/2022 pricing is 35% off MSRP Contract: National IPA Technology Solutions (2018011-01) Okta Success Package Premier - technical support (renewal) - 1 4773669 $14,995.00 $14,995.00 1 year Mfg. Part#: P000103 UNSPSC: 81112201 Electronic distribution - NO MEDIA Support - Premier Success Package Okta - P000103 Start Date: 08/25/2021 End Date: 08/24/2022 pricing is 35% off MSRP Contract: National IPA Technology Solutions (2018011-01) Okta Preview Sandbox - subscription license - 1 license 1 4808511 $0.00 $0.00 Mfg. Part#: PO00009 Electronic distribution - NO MEDIA Sandbox - Preview Sandbox Okta - P000009 Start Date: 08/25/2021 End Date: 08/24/2022 pricing is 35% off MSRP Contract: National IPA Technology Solutions (2018011-01) PURCHASER BILLING INFO SUBTOTAL $127,045.00 Billing Address: CITY OF CARLSBAD ACCOUNTS PAYABLE 1635 FARADAY AVE CARLSBAD, CA 92008-7314 Phone: (760) 602-2400 Payment Terms: Net 30 Days-Govt State/Local SHIPPING $0.00 SALES TAX $0.00 GRAND TOTAL! $127,045.00 Please remit payments to: CDW Government 75 Remittance Drive Suite 1515 Chicago, IL 60675-1515 DELIVER TO Shipping Address: CITY OF CARLSBAD JOE STEPHENSON 1635 FARADAY AVE CARLSBAD, CA 92008-7314 Phone: (760) 602-2400 Shipping Method: ELECTRONIC DISTRIBUTION Need Assistance? CDW•G SALES CONTACT INFORMATION Jeff Butchko (877) 853-0557 jeffbut©cdwg.com This quote is subject to CDW's Terms and Conditions of Sales and Service Projects at htto://www.cdwg.com/content/terrns-conditions/oroduct-sales.asox For more information, contact a CDW account manager © 2020 CDW.G LLC, 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 l 800.808.4239 July 28, 2020 Item #1 Page 15 of 19 Page 2 of 2 11100... t±1774 PEOPLE WHO GET IT QUOTE CONFIRMATION DEAR JOE STEPHENSON, Thank you for considering CIDIA/•G for your computing needs. The details of your quote are below. Click - to convert your quote to an order. ACCOUNT MANAGER NOTES: pricing is 35% off MSRP QUOTE # QUOTE DATE QUOTE REFERENCE CUSTOMER # GRAND TOTAL LL3G718 5/29/2020 OKTA YEAR 3 6387665 $127,045.00 IMPORTANT - PLEASE READ Special Instructions: PRICING IS GOOD UNTIL 8-31-2022 QUOTE DETAILS ITEM QTY CDW# UNIT PRICE EXT. PRICE OKTA ADV LIFECYCLE MGMT 1500 1500 1500 1500 5475258 4758092 4773666 4773667 $37.75 $16.50 $12.95 $7.50 $56,625.00 $24,750.00 $19,425.00 $11,250.00 Mfg. Part#: P000403 Electronic distribution - NO MEDIA IT Products - Advanced Lifecycle Management Okta - P000403 Start Date: 08/25/2022 End Date: 08/24/2023 pricing is 35% off MSRP Contract: National IPA Technology Solutions (2018011-01) OKTA ENT IT MFA FACTORS Mfg. Part#: P000131 Electronic distribution - NO MEDIA IT Products - MFA, Users per Month Okta - P000131 Start Date: 08/25/2022 End Date: 08/24/2023 pricing is 35% off MSRP Contract: National IPA Technology Solutions (2018011-01) OKTA ENT IT SINGLE SIGNON Mfg. Part#: P000052 Electronic distribution - NO MEDIA IT Products - Single Sign-On, Users per Month Okta - P000052 Start Date: 08/25/2022 End Date: 08/24/2023 pricing is 35% off MSRP Contract: National IPA Technology Solutions (2018011-01) OKTA ENT IT UNIV DIR Mfg. Part#: P000055 Electronic distribution - NO MEDIA IT Products - Universal Directory, Users per Month Okta - P000055 Start Date: 08/25/2022 July 28, 2020 Item #1 Page 16 of 19 Page 1 of 2 QUOTE DETAILS (CONT.) End Date: 08/24/2023 pricing is 35% off MSRP Contract: National IPA Technology Solutions (2018011-01) Okta Success Package Premier - technical support (renewal) - 1 4773669 'atm Mfg. Part#: P000103 UNSPSC: 81112201 Electronic distribution - NO MEDIA Support - Premier Success Package Okta - P000103 Start Date: 08/25/2022 End Date: 08/24/2023 pricing is 35% off MSRP Contract: National IPA Technology Solutions (2018011-01) $14,995.00 $14,995.00 Okta Preview Sandbox - subscription license - 1 license 1 4808511 $0.00 $0.00 Mfg. Part#: P000009 Electronic distribution - NO MEDIA Sandbox - Preview Sandbox Okta - P000009 Start Date: 08/25/2022 End Date: 08/24/2023 pricing is 35% off MSRP Contract: National IPA Technology Solutions (2018011-01) PURCHASER BILLING INFO SUBTOTAL $127,045.00 Billing Address: CITY OF CARLSBAD ACCOUNTS PAYABLE 1635 FARADAY AVE CARLSBAD, CA 92008-7314 Phone: (760) 602-2400 Payment Terms: Net 30 Days-Govt State/Local SHIPPING $0.00 SALES TAX $0.00 GRAND TOTAL $127,045.00 Please remit payments to: CDW Government 75 Remittance Drive Suite 1515 Chicago, IL 60675-1515 DELIVER TO Shipping Address: CITY OF CARLSBAD JOE STEPHENSON 1635 FARADAY AVE CARLSBAD, CA 92008-7314 Phone: (760) 602-2400 Shipping Method: ELECTRONIC DISTRIBUTION Need Assistance? CDW.G SALES CONTACT INFORMATION Jeff Butchko (877) 853-0557 jeffbut@cdwg.com This quote is subject to CDW's Terms and Conditions of Sales and Service Projects at http://www.cdwo.com/content/terms-conditions/Droduct-sales.asox For more information, contact a CDW account manager C) 2020 CDWoG LLC, 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 I 800.808.4239 July 28, 2020 Item #1 Page 17 of 19 Page 2 of 2