HomeMy WebLinkAboutAgenda Report - April 20, 2022 C-06CITY OF
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AGENDA ITEM Cmb
COUNCIL COMMUNICATION
AGENDA TITLE: Adopt Resolution Authorizing City Manager to Purchase the Service Desk Plus Software
License from Zoho Corporation, Pleasanton, CA for Operation of the Information
Technology Help Desk Ticket Tracking System. ($53,500)
MEETING DATE: April 20, 2022
PREPARED BY: Information Technology Manager
RECOMMENDED ACTION: Adopt resolution authorizing City Manager to purchase the ServiceDesk
Plus Software license from Zoho Corporation, Pleasanton, CA for
operation of the Information Technology help desk ticket tracking
system. ($53,500)
BACKGROUND INFORMATION: The City of Lodi Information Technology (IT) division is reliant on a
functioning service ticket tracking system to manage open requests
for service. Service Desk Plus allows for IT technicians to receive calls
for IT support from City staff and track progress of tasks related to service calls. Technicians also use this
system to inventory City IT assets and related warranties. IT staff also use this system to document changes
to enterprise systems as required by financial auditors and FBI/CLETs standards.
Staff suggests renewing the existing licensing agreement for the next 3 years expiring in April 2025.
Zoho Corporation _
Service Desk Plus 3 year license agreement $ 53,500
Fiscal Impact: A functioning system for IT to manage calls for support is vital to the efficiency of IT's daily
operation. The capability to of the inventory management system allows for the proper
tracking and management of City IT assets.
Funding Available: 10040200.772450
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Andrew Keys (Apr 6, 202216:09 PDT)
Andrew Keys
Deputy City Manager
APPROVED: steves. ier(Apr6,202217:05PDT)
Stephen Schwabauer, City Manager
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4141 Hacienda Drive, Pleasanton, CA 94588. Tel: (925) 924-9500. Fax: (925) 924-9600
SOFTWARE LICENSE AGREEMENT
This SOFTWARE LICENSE AGREEMENT, (this "Agreement'), is made and entered into as of
("Effective Date") by and between Zoho Corporation a California corporation having its principal place of business at
4141 Hacienda Drive, Pleasanton, CA 94588 including its parent Zoho Corporation Pvt. Ltd. and affiliates (together
hereinafter "Zoho") and City of Lodi, a Company having its principal place of business at
P.O. Box 3006 Lodi CA 95241-1910 ("Licensee").
1. License Grant:
Perpetual License: Upon payment of the applicable license fees, Zoho grants Licensee a non-exclusive, non-
transferable, perpetual, world-wide license to Use the software products specified in Exhibit A ("Licensed Software")
including user documentation that Licensee has downloaded from or received on media provided by Zoho, including all
updates, where applicable, provided that such access and Use of the Licensed Software is in accordance with the
Single Installation License granted by Zoho Minor Releases and major releases to the Licensed Software will be
provided as part of maintenance and support. "Use" means installing, executing or displaying the Licensed Software.
"Single Installation License" means that license keys provided to Licensee shall not be used for more than one
concurrent Use.
Subscription License: Upon payment of the applicable License Fees, Zoho grants Licensee a non-exclusive, non-
transferable, world-wide license to Use the Licensed Software including user documentation that Licensee has
downloaded or received on media provided by Zoho, including all updates, where applicable, provided that such
access and Use of the Licensed Software is in accordance with the Single Installation License granted by Zoho "Use"
means storing, locating, installing, executing or displaying the Licensed Software. "Single Installation License" means
that the license keys provided shall not be used for more than one concurrent Use.
Under the Subscription License, the Licensed Software is licensed only for the period of subscription ("Subscription
Period"). If Licensee does not renew the Subscription beyond the Subscription Period, Licensee agrees to stop using
the software and remove the software from Licensee's systems.
To continue using the Licensed Software beyond the Subscription Period, Licensee must renew the license at least 10
days before the expiry of the Subscription Period. As part of the Subscription License, all updates, upgrades, email
support for problem reporting and online access to product documentation to the Licensed Software will be provided to
Licensee at no additional cost during the Subscription Period.
v2.0 Jan 2022 Confidential Page 1 of 6
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4141 Hacienda Drive, Pleasanton, CA 94588. Tel: (925) 924-9500. Fax: (925) 924-9600
2. Third Party Products: The Licensed Software may contain software which originated with third parry vendors and
without limiting the general applicability of the other provisions of this Agreement, Licensee agrees that (a) the title to
any third parry software incorporated in the Licensed Software shall remain with the third party which supplied the
same; and (b) Licensee will not distribute any such third party software available with the Licensed Software, unless the
license terms of such third party software provide otherwise.
3. Restrictions on Use: In addition to all other terms and conditions of this Agreement, Licensee shall not:
(i) install one copy of the Licensed Software on more than one server or machine;
(ii) remove any copyright, trademark or other proprietary notices from the Licensed Software or its copies;
(iii) make any copies except for one back-up or archival copy, for temporary emergency purpose;
(iv) rent, lease, license, sublicense or distribute the Licensed Software or any portions of it on a standalone basis or as
part of Licensee's application;
(v) modify or enhance the Licensed Software;
(vi) decompile or disassemble the Licensed Software.
(vii) allow any third parties to access, use or support the Licensed Software except employees, contractors,
consultants or other third parties engaged by Licensee to do any of the foregoing on behalf of or for the benefit of
Licensee.
4. Technical Support:
Perpetual License: Upon payment of annual maintenance and support fee, Zoho provides support that includes email
support for problem reporting, product updates, and online access to product documentation.
Subscription License_ Zoho provides support that includes email support for problem reporting, product upgrades,
updates, and online access to product documentation during the Subscription Period.
5. Updates and Security Patches: Zoho provides updates and security patches to the Licensed Software. Licensee shall
be responsible to promptly install such updates and security patches for optimal performance of the Licensed Software
and to avoid any security exploitations through the Licensed Software. Further, it is the Licensee's responsibility to (a)
periodically check and adhere to the security best practices guidelines and configure the Licensed Software as
suggested in the security recommendations page for the Licensed Software; and (b) provide correct contact information
in order to receive security related alerts and recommendations from Zoho.
In cases where Zoho has announced End of Support for a particular version of the Licensed Software, no updates or
security patches will be provided by Zoho after the End of Support date. "End of Support" means that the relevant
v2.0 Jan 2022 Confidential Page 2 of 6
4141 Hacienda Drive, Pleasanton, CA 94588. Tel: (925) 924-9500. Fax: (925) 924-9600
version of the Licensed Software will no longer be supported by Zoho after the date specified.
Emergency Mitigation Mechanism: In order to mitigate critical security vulnerabilities in the Licensed Software, the
Licensed Software may periodically check for and download available Emergency Mitigations and automatically apply
them for the Licensee. Licensee understands that Zoho will not provide any additional notice or obtain Licensee's prior
permission before automatically applying such Emergency Mitigations. "Emergency Mitigations" are temporary interim
fixes that modify configuration settings or disable the affected features or functionalities to mitigate security vulnerabilities
until the corresponding security patches are installed.
6. Ownership and Intellectual Property: Zoho either owns all right, title and interest in and to the Licensed Software or is
authorized to distribute the Licensed Software under the terms of this Agreement. Zoho expressly reserves all rights not
granted to Licensee herein, notwithstanding the right to discontinue or not to release any Licensed Software and to alter
prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or
characteristics of the Licensed Software. The Licensed Software is only licensed and not sold to Licensee by Zoho
7. Audit: Zoho has the right to audit Licensee's Use of the Licensed Software by providing at least seven (7) days prior
written notice of its intention to conduct such an audit at Licensee's facilities during normal business hours.
8. Confidentiality: The Licensed Software contains proprietary information of Zoho and Licensee hereby agrees to take all
reasonable efforts to maintain the confidentiality of the Licensed Software. Licensee agrees to reasonably communicate
the terms and conditions of this Agreement to those persons employed by Licensee who come into contact with or
access the Licensed Software, and to use reasonable efforts to ensure their compliance with such terms and conditions,
including but not limited to, not knowingly permitting such persons to use any portion of the Licensed Software for a
purpose that is not allowed under this Agreement.
9. Warranty Disclaimer: Zoho does not warrant that the Licensed Software will be error -free. Subject to applicable laws
and except as provided herein, the Licensed Software is furnished "as is" without warranty of any kind, including the
warranties of merchantability and fitness for a particular purpose and without warranty as to the performance or results
Licensee may obtain by using the Licensed Software. Licensee is solely responsible for determining the appropriateness
of using the Licensed Software and assumes all risks associated with the use of it, including but not limited to the risks of
program errors, damage to or loss of data, programs or equipment, and unavailability or interruption of operations.
10. Limitation of Liability: In no event will either party be liable to the other or to any third party for any special, incidental,
indirect, punitive or exemplary or consequential damages, or damages for loss of business, loss of profits, business
interruption, or loss of business information arising under this Agreement even if such parry has been advised of the
v2.0 Jan 2022 Confidential Page 3 of 6
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4141 Hacienda Drive, Pleasanton, CA 94588. Tel: (925) 924-9500. Fax: (925) 924-9600
possibility of such damages. To the extent permitted by applicable laws, Zoho's entire liability with respect to its
obligations under this agreement or otherwise with respect to the Licensed Software shall not exceed the amounts paid
by the Licensee to Zoho in previous 12 months preceding the initiation of such claim.
11. Indemnification: Zoho agrees to indemnify and defend Licensee from and against any and all claims, actions or
proceedings, arising out of any claim that the Licensed Software infringes or violates any valid U.S. patent, copyright or
trade secret right of any third party; so long as Licensee provides; (i) prompt written notice to Zoho of such claim; (ii)
cooperate with Zoho in the defense and/or settlement thereof, at Zoho's expense; and, (iii) allow Zoho to control the
defense and all related settlement negotiations. The above is Zoho's sole obligation to Licensee and shall be Licensee's
sole and exclusive remedy pursuant to this Agreement for intellectual property infringement.
Zoho shall have no indemnity obligation for claims of infringement to the extent resulting or alleged to result from (i) any
combination, operation, or use of the Licensed software with any programs or equipment not supplied by Zoho; (ii) any
modification of the Licensed Software by a party other than Zoho; and (iii) Licensee's failure, within a reasonable time
frame, to implement any replacement or modification of Licensed Software provided by Zoho.
12. Termination: This Agreement is effective until terminated by either party. Licensee may terminate this Agreement at any
time by destroying or returning to Zoho all copies of the Licensed Software in Licensee's possession. Zoho may
terminate this Agreement in the event that Licensee is in breach of any of the terms of this Agreement and does not cure
such breach after thirty (30) days advance written notice. Upon termination, Licensee shall destroy or return to Zoho all
copies of the Licensed Software and certify in writing that all known copies have been destroyed. All provisions relating
to confidentiality, proprietary rights, non -disclosure, and limitation of liability shall survive the termination of this
Agreement.
13. General: This Agreement shall be construed, interpreted and governed by the laws of the State of California exclusive of
its conflicts of law provisions. The parties irrevocably submit to the jurisdiction of Alameda County, California and waive
any claim in respect of inconvenience thereof. This Agreement constitutes the entire agreement between the parties, and
supersedes all prior communications, understandings or agreements between the parties. Any waiver or modification of
this Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this Agreement is
found invalid or unenforceable, the remainder shall be interpreted so as to reasonably effect the intention of the parties.
Licensee shall not export the Licensed Software or Licensee's application containing the Licensed Software except in
compliance with United States export regulations and applicable laws and regulations.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized
representatives as of the Effective Date.
v2.0 Jan 2022 Confidential Page 4 of 6
4141 Hacienda Drive, Pleasanton, CA 94588. Tel: (925) 924-9500. Fax: (925) 924-9600
WHO CORPORATION
Division: ManageEngine
LICENSEE
Sign:
_. Sign:
Name:
Name:
Title:
Title:
Approved as to Form:
JANICE D. MAGDICH
City Attorney
1771)
v2.0 Jan 2022 Confidential Page 5 of 6
4141 Hacienda Drive, Pleasanton, CA 94588. Tel: (925) 924-9500. Fax: (925) 924-9600
Software licensed under Subscription P rpetual License
AD Audit Plus - Professional Edition - Perpetual license
AD Self-service Plus - Professional Edition - Perpetual license
Service Desk Plus - Enterprise Edition - Perpetual license
v2.0 Jan 2022 Confidential Page 6 of 6
ManageEnginf,
Zoho Corporation
4141 Hacienda Drive
Pleasanton,
California 94588, USA
Quote ID 785842
Reference ID
Date27 Jan 2022
Part Number
Description
ManageEngine ADAudit Plus Professional Edition - Perpetual Model - Single Installation
88005.OND1
2,363.00
License fee for 2 Domain Controllers
ManageEngine ADAudit Plus Professional Edition - AMS Model - Annual Maintenance and
88005.OMD1
1,419.00
Support fee for 2 Domain Controllers
ManageEngine ADAudit Plus Professional Edition - Perpetual Model - Single Installation
88005.ONF1
1,238.00
License fee for 2 File Servers
ManageEngine ADAudit Plus Professional Edition - AMS Model - Annual Maintenance and
88005.OMF1
744.00
Support fee for 2 File Servers
ManageEngine ADAudit Plus Professional Edition - Perpetual Model - Single Installation
88005.ONWS2
1,488.00
License fee for 10 Windows Servers
ManageEngine ADAudit Plus Professional Edition - AMS Model - Annual Maintenance and
88005.OMWS2
894.00
Support fee for 10 Windows Servers
ManageEngine ADAudit Plus Professional Edition - Perpetual Model - Single Installation
88005.ONW 1
1,196.00
License fee for 200 Workstations
ManageEngine ADAudit Plus Professional Edition - AMS Model - Annual Maintenance and
88005.OMW1
717.00
Support fee for 200 Workstations
ManageEngine ADSelfService Plus Professional Edition - Perpetual Model - Single
67215.5N
2,988.00
Installation License fee for 500 Domain Users
ManageEngine ADSelfService Plus Professional Edition - AMS Model - Annual Maintenance
67215.5M
1,794.00
and Support fee for 500 Domain Users
ManageEngine Service Desk Plus Enterprise Edition - Perpetual Model - Single Installation
46239.31N
32,395.00
License fee for 20 Technicians (1000 nodes)
ManageEngine Service Desk Plus Enterprise Edition - AMS Model - Annual Maintenance
46239.31M
19,437.00
and Support fee for 20 Technicians (1000 nodes)
Discount
Edu / Gov / Non -Profit + Special discount on perpetual licenses with 3 year support
-13,335.00
Subtotal : 53,338.00
Grand Total (USD $) : 53,338.00
License Validity : Lifetime
Support Validity : Good till April 30, 2025.
Terms And Conditions
Validity
Prices are open for acceptance for 30 days from the date of offer. Please reconfirm the prices after the expiry date or
before sending your Purchase Order. If a discount is applied in this quote, it is only valid for this purchase.
Payment Terms
(a) 100% is due to ZOHO Corp after downloading the software with an official software key that is provided by ZOHO
Corp.
(b) Price of the software are exclusive of tax, fees or levies.
Payment Mode
ZOHO Corp accepts payment by valid company check, credit card or wire transfer. Please contact ZOHO Corp for wire
transfer details.
License Terms
(a) Deployment of software applications developed with ZOHO Corp OEM products outside the development
environment may require purchase of deployment license. If you have purchased an ZOHO Corp OEM product and wish
to deploy the developed software application outside the development environment, contact ManageEngine Sales for
details of applicable deployment fees.
(b) Please refer to ZOHO Corp Software Licensing Terms. ZOHO Corp will be pleased to send you a copy on request
Thanks & Regards
Henry Styles
ManageEngine -A division ofZOH Corp.
RESOLUTION NO. 2022-88
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
CITY MANAGER TO PURCHASE SERVICE DESK PLUS SOFTWARE LICENSE
FROM ZOHO CORPORATION, OF PLEASANTON, AND EXECUTE
LICENSING AGREEMENT FOR OPERATION OF THE INFORMATION
TECHNOLOGY HELP DESK TICKET TRACKING SYSTEM
WHEREAS, the City of Lodi Information Technology division is reliant on a functioning
service ticket tracking system to manage open requests for service; and
WHEREAS, Information Technology staff uses the service ticket tracking system to
document changes and upgrades to all enterprise systems as required by financial auditors;
and
WHEREAS, Information Technology staff uses the service ticket tracking system to
manage inventory of City assets related to the computers, computer peripherals, mobile
devices, and network equipment; and
WHEREAS, staff recommends that the City Council approve the purchase of the
three-year software license from Zoho Corporation for the one-time purchase amount of
$53,500 and authorize the City Manager to execute the licensing agreement.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby
authorize the City Manager to purchase a three-year software license and execute the licensing
agreement for Service Desk Plus from Zoho Corporation, of Pleasanton, California, in the
amount of $53,500, for the operation of the Information Technology Help Desk ticket tracking
system; and
BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol
Manual (adopted 11/6/19, Resolution No. 2019-223), the City Attorney is hereby authorized to
make minor revisions to the above -referenced document(s) that do not alter the compensation
or term, and make clerical corrections as necessary.
Dated: April 20, 2022
------------------------------------------------------------------------
I hereby certify that Resolution No. 2022-88 was passed and adopted by the City
Council of the City of Lodi in a regular meeting held April 20, 2022 by the following votes:
AYES: COUNCIL MEMBERS — Hothi, Khan, Kuehne, Nakanishi, and
Mayor Chandler
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — None
ABSTAIN: COUNCIL MEMBERS — None
OLIVIA NASHED
City Clerk
2022-88