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AGREEMENT FOR EMAIL ARCHIVING THIS AGREEMENT, dated December 3 2018, is by and between the City of Renton (the "City"), a Washington municipal corporation, and Intradyn Inc. ("Consultant"), a corporation based in Minnesota. The City and the Consultant are referred to collectively in this Agreement as the "Parties." Once fully executed by the Parties, this Agreement is effective as of the last date signed by both parties. 1. Scope of Work: Consultant agrees to provide an email archiving solution as specified in response to the Request for Proposal (Exhibit A) including: installation, configuration, and training services (Exhibit B), Costs broken out by product, services, and support (Exhibit C), and Licensing (Exhibit D) which are attached and incorporated herein and may hereinafter be referred to as the "Work." 2. Changes in Scope of Work: The City, without invalidating this Agreement, may order changes to the Work consisting of additions, deletions or modifications. Any such changes to the Work shall be ordered by the City in writing and the Compensation shall be equitably adjusted consistent with the rates set forth in Exhibits A, B and C or as otherwise mutually agreed by the Parties. 3. Time of Performance: Consultant shall commence performance of the Agreement pursuant to the schedule(s) set forth in Exhibit B. All Work shall be performed no later than 12/31/2018. The term of this agreement is to provide an Email Archiving Solution and Maintenance and Support. The term of the agreement is through January 1 2022. 4. Compensation: A. Amount. Total compensation to Consultant for Work provided pursuant to this Agreement shall not exceed $31,672.50, plus any applicable state and local sales taxes. Compensation shall be paid based upon the Work actually performed according to the rate(s) or amounts specified in Exhibit C. The Consultant agrees that any hourly or flat rate charged by it for its Work shall remain locked at the negotiated rate(s) unless otherwise agreed to in writing or provided in Exhibit C. Except as specifically provided herein, the Consultant shall be solely responsible for payment of any taxes imposed as a result of the performance and payment of this Agreement. B. Method of Payment. On a monthly or no less than quarterly basis during any quarter in which Work is performed, the Consultant shall submit a voucher or invoice in a form specified by the City, including a description of what Work has been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Consultant shall also submit a final bill upon completion of all Work. Payment shall be made by the City for Work performed within thirty (30) calendar days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Consultant's performance does not meet the requirements of this Agreement, the Consultant will correct or modify its performance to comply with the Agreement. The City may withhold payment for work that does not meet the requirements of this Agreement. C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by the City of any remedies it may have against the Consultant for failure of the Consultant to perform the Work or for any breach of this Agreement by the Consultant. D. Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City shall not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. Termination: A. The City reserves the right to terminate this Agreement at any time, with or without cause by giving ten (10) calendar days' notice to the Consultant in writing. In the event of such termination or suspension, all finished or unfinished documents, data, studies, worksheets, models and reports, or other material prepared by the Consultant pursuant to this Agreement shall be submitted to the City, if any are required as part of the Work. B. In the event this Agreement is terminated by the City, the Consultant shall be entitled to payment for all hours worked to the effective date of termination, less all payments previously made. If the Agreement is terminated by the City after partial performance of Work for which the agreed compensation is a fixed fee, the City shall pay the Consultant an equitable share of the fixed fee. This provision shall not prevent the City from seeking any legal remedies it may have for the violation or nonperformance of any of the provisions of this Agreement and such charges due to the City shall be deducted from the final payment due the Consultant. No payment 0 PAGE 2 OF 13 shall be made by the City for any expenses incurred or work done following the effective date of termination unless authorized in advance in writing by the City. 6. Warranties and Right to Use Work Product: Consultant represents and warrants that Consultant will perform all Work identified in this Agreement in a professional and workmanlike manner and in accordance with all reasonable and professional standards and laws. Compliance with professional standards includes, as applicable, performing the Work in compliance with applicable City standards or guidelines (e.g. design criteria and Standard Plans for Road, Bridge and Municipal Construction). Professional engineers shall certify engineering plans, specifications, plats, and reports, as applicable, pursuant to RCW 18.43.070. Consultant further represents and warrants that all final work product created for and delivered to the City pursuant to this Agreement shall be the original work of the Consultant and free from any intellectual property encumbrance which would restrict the City from using the work product. Consultant grants to the City a non-exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and display all final work product produced pursuant to this Agreement. The City's or other's adaptation, modification or use of the final work products other than for the purposes of this Agreement shall be without liability to the Consultant. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Record Maintenance: The Consultant shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Work provided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than six years after the termination of this Agreement. The Consultant agrees to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement. 8. Public Records Compliance: To the full extent the City determines necessary to comply with the Washington State Public Records Act, Consultant shall make a due diligent search of all records in its possession or control relating to this Agreement and the Work, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Consultant believes said records need to be protected from disclosure, it may, at Consultant's own expense, seek judicial protection. Consultant shall indemnify, defend, and hold harmless the City for all costs, including attorneys' fees, attendant to any claim or litigation related to a Public Records Act request for which Consultant has responsive records and for which Consultant has withheld records or information 0 PAGE 3 OF 13 contained therein, or not provided them to the City in a timely manner. Consultant shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this Agreement. 9. Independent Contractor Relationship: A. The Consultant is retained by the City only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between the Consultant and the City during the period of the Work shall be that of an independent contractor, not employee. The Consultant, not the City, shall have the power to control and direct the details, manner or means of Work. Specifically, but not by means of limitation, the Consultant shall have no obligation to work any particular hours or particular schedule, unless otherwise indicated in the Scope of Work or where scheduling of attendance or performance is mutually arranged due to the nature of the Work. Consultant shall retain the right to designate the means of performing the Work covered by this agreement, and the Consultant shall be entitled to employ other workers at such compensation and such other conditions as it may deem proper, provided, however, that any contract so made by the Consultant is to be paid by it alone, and that employing such workers, it is acting individually and not as an agent for the City. B. The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to Consultant or any employee of the Consultant. C. If the Consultant is a sole proprietorship or if this Agreement is with an individual, the Consultant agrees to notify the City and complete any required form if the Consultant retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Consultant's failure to do so. 10. Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless the City, elected officials, employees, officers, representatives, and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, attorney's or attorneys' fees, costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to the negligent acts, errors or omissions of the Consultant in its performance of this Agreement or a breach of this Agreement by Consultant, except for that portion of the claims caused by the City's sole negligence. 0 PAGE 4 OF 13 Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real estate...) then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees and volunteers, Consultant's liability shall be only to the extent of Consultant's negligence. It is further specifically and expressly understood that the indemnification provided in this Agreement constitute Consultant's waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. 11. Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance with the City's Code of Ethics and state law, the Consultant shall not give a gift of any kind to City employees or officials. Consultant also confirms that Consultant does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in selecting the Consultant, negotiating or administering this Agreement, or evaluating the Consultant's performance of the Work. 12. City of Renton Business License: The Consultant shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout the term of this agreement with the City. Information regarding acquiring a city business license can be found at: http://rentonwa.gov/business/`default.aspx?id=548&mid=328. Information regarding State business licensing requirements can be found at: http://dor.wa.gov/content/doingbusiness/registermybusiness/ 13. Insurance: Consultant shall secure and maintain: A. Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement. B. In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability, Errors and Omissions coverage shall be provided with minimum limits of $1,000,000 per occurrence. "Professional Services", for the purpose of this section, shall mean any 0 PAGE 5 OF 13 Work provided by a licensed professional or Work that requires a professional standard of care. C. Workers' compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. D. Commercial Automobile Liability for owned, leased, hired or non -owned, leased, hired or non -owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be any use of Consultant's vehicles on the City's Premises by or on behalf of the City, beyond normal commutes. E. Consultant shall name the City as an Additional Insured on its commercial general liability policy on a non-contributory primary basis. The City's insurance policies shall not be a source for payment of any Consultant liability, nor shall the maintenance of any insurance required by this Agreement be construed to limit the liability of Consultant to the coverage provided by such insurance or otherwise limit the City's recourse to any remedy available at law or in equity. F. Subject to the City's review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before performing the Work. G. Consultant shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. H. The City does not require Network Security (Cvber) and Privacy Insurance at this time with the chosen plan — but reserves the right to require such insurance as needed for future amendments or plans. Network Security (Cvber) and Privacy Insurance shall be written with limits no less than $1,000.000 per claim $1,000,000 policy aggregate for network security and privacy coverage, $100,000 per claim for regulatory action (fines and penalties), and $100,000 per claim for event management services. Network Security (Cvber) and Privacy Insurance shall include, but not be limited to, coverage, including defense, for the following losses or services: Liability arising from theft, dissemination, and/or use of Public Entity confidential and personally identifiable information, including but not limited to, any information about an individual maintained by the Public Entity, including (i) any information that can be used to distinguish or trace an individual's identity, such as name, social security number, date 0 PAGE 6 OF 13 and place of birth, mother's maiden name, or biometric records; and (ii) any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information regardless of how or where the information is stored or transmitted. Network security liability arising from (i) the unauthorized access to, use of, or tampering with computer systems, including hacker attacks; or (ii) the inability of an authorized third party to gain access to supplier systems and/or Public Entity data, including denial of service, unless caused by a mechanical or electrical failure; (iii) introduction of any unauthorized software computer code or virus causing damage to the Public Entity or any other third party data. Lawfully insurable fines and penalties resulting or alleging from a data breach. Event management services and first -party loss expenses for a data breach response including crisis management services, credit monitoring for individuals, public relations, legal service advice, notification of affected parties, independent information security forensics firm, and costs to re -secure, re-create and restore data or systems. Safeguarding of Personal Information Consultant shall not use or disclose Personal Information, as defined in RCW 19.255.010, in any manner that would constitute a violation of federal law or applicable provisions of Washington State law. Consultant agrees to comply with all federal and state laws and regulations, as currently enacted or revised, regarding data security and electronic data interchange of Personal Information. Consultant shall ensure its directors, officers, employees, subcontractors or agents use Personal Information solely for the purposes of accomplishing the services set forth in the Agreement. Consultant shall protect Personal Information collected, used, or acquired in connection with the Agreement, against unauthorized use, disclosure, modification or loss. Consultant and its subconsultants agree not to release, divulge, publish, transfer, sell or otherwise make Personal Information known to unauthorized persons 0 PAGE 7 OF 13 without the express written consent of Public Entity or as otherwise authorized by law. Consultant agrees to implement physical, electronic, and managerial policies, procedures, and safeguards to prevent unauthorized access, use, or disclosure of Personal Information. Consultant shall make the Personal Information available to amend as directed by Public Entity and incorporate any amendments into all the copies maintained by the Consultant or its subcontractors. Consultant shall certify its return or destruction upon expiration or termination of the Agreement and the Consultant shall retain no copies. If Consultant and Public Entity mutually determine that return or destruction is not feasible, the Consultant shall not use the Personal Information in a manner other than those permitted or authorized by state and federal laws. Consultant shall notify Public Entity in writing immediately upon becoming aware of any unauthorized access, use or disclosure of Personal Information. Consultant shall take necessary steps to mitigate the harmful effects of such use or disclosure. Consultant is financially responsible for notification of any unauthorized access, use or disclosure. The details of the notification must be approved by Public Entity. Any breach of this clause may result in termination of the Agreement and the demand for return of all Personal Information. 14. Delays: Consultant is not responsible for delays caused by factors beyond the Consultant's reasonable control. When such delays beyond the Consultant's reasonable control occur, the City agrees the Consultant is not responsible for damages, nor shall the Consultant be deemed to be in default of the Agreement. 15. Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 16. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return receipt requested, by facsimile or by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt, EXCEPT facsimile delivery will be deemed to have commenced on the first business day 0 PAGE 8 OF 13 following transmission. Email and telephone may be used for purposes of administering the Agreement, but should not be used to give any formal notice required by the Agreement. CITY OF RENTON Jeff DeVos, Business Systems Analyst 1055 South Grady Way Renton, WA 98057 Phone: 425-430-6883 jdevos@rentonwa.gov Fax: 425-430-6893 CONSULTANT Intradyn 1355 Medota Heights Road # 300 Mendota Heights, MN 55120 Phone: 651-556-4339 mlacourse@intradyn.com Fax: 651-20304607 17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Consultant agrees as follows: A. Consultant, and Consultant's agents, employees, representatives, and volunteers with regard to the Work performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of Work or any other benefits under this Agreement, or procurement of materials or supplies. B. The Consultant will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C. If the Consultant fails to comply with any of this Agreement's non-discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part. D. The Consultant is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's 0 PAGE 9 of 13 compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085. 18. Miscellaneous: The parties hereby acknowledge: A. The City is not responsible to train or provide training for Consultant. B. Consultant will not be reimbursed for job related expenses except to the extent specifically agreed within the attached exhibits. C. Consultant shall furnish all tools and/or materials necessary to perform the Work except to the extent specifically agreed within the attached exhibits. D. In the event special training, licensing, or certification is required for Consultant to provide Work he/she will acquire or maintain such at his/her own expense and, if Consultant employs, sub -contracts, or otherwise assigns the responsibility to perform the Work, said employee/sub-contractor/assignee will acquire and or maintain such training, licensing, or certification. E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to other entities, so long as there is no interruption or interference with the provision of Work called for in this Agreement. F. Consultant is responsible for his/her own insurance, including, but not limited to health insurance. G. Consultant is responsible for his/her own Worker's Compensation coverage as well as that for any persons employed by the Consultant. 19. Other Provisions: A. Approval Authority. Each individual executing this Agreement on behalf of the City and Consultant represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or Consultant. B. General Administration and Management. The City's project manager is Jeff DeVos, Business Systems Analyst. In providing Work, Consultant shall coordinate with the City's contract manager or his/her designee. C. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. 0 PAGE 10 OF 13 D. Conflicts. In the event of any inconsistencies between Consultant proposals and this Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. To the extent a Consultant prepared exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which it is referenced, the terms in the body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. E. Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Consultant and all of the Consultant's employees shall perform the Work in accordance with all applicable federal, state, county and city laws, codes and ordinances. F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. Consultant hereby expressly consents to the personal and exclusive jurisdiction and venue of such court even if Consultant is a foreign corporation not registered with the State of Washington. H. Severability. A court of competent jurisdiction's determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall remain in full force and effect. I. Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. J. Time is of the Essence. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Work is essential to the Consultant's performance of this Agreement. o PAGE 11 OF 13 K. Third -Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Parties and no one else. L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement, and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of the Agreement. M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party's failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either the City or Consultant from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. N. Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. CITY OF RENTON a�� Jan Hawn ASD Admini71� r /�/'? o Date 0 PAGE 12 OF 13 CONSULTANT Mark LaCourse Global Sales Manager DECEMBER 3, 2018 Date Attest Approved as to Legal Form Shane Moloney Renton City Attorney Nonstandard Intradyn Email Archiving PSA F 11/30/18-(321) 0 PAGE 13 OF 13 City of Renton, Washington Request for Proposal Email Archival System www.RentonWA.gov Submitted by INTRADYN' el)is«. Inrordbw Company Name: Intradyn, Inc. Company Address: 1355 Mendota Heights Road Suite 300 City, State, Zip: Mendota Heights, MN 55120 Phone#: (651) 556-4339 Email address: mlacourse@intradyn.com Outline of items to include in RFP response: In response to the City's Request for Proposal, the following is included: Form 1: Company Contact Information (this page) Form 2: Cover Letter Form 3: Table of Contents Form 4: Executive Summary Form S: Vendor Contact Information Requirements Form 6: Qualification and Experience Form 7: Client References Form 8: Approach/Methodology Form 9: Project Management/Schedule Form 10: Implementation Plan & Training Form 11:Technical and Functional Requirements Form 12: Cost Exceptions: Except as noted below, the undersigned hereby agrees to comply with all the terms and conditions put forth in the City's Request for Proposal. Name: Mark LaCourse Title: Global Sales Manager Signed: ` Dated: April 19, 2018 2 INTRADYNI- kft" April 19, 2018 Renton City Clerk's Office-71h Floor 1055 S. Grady Way Renton, WA 98057-3232 RE: Email Archiving System-RFP Good afternoon, Intradyn is pleased to present this request for proposal response. Attached please find our response that meets all the required criteria of this RFP and provides a secure, cost effective solution to the City of Renton's email archiving requirements. Intradyn specializes in proven hardware, software or cloud based email archiving solutions. Our products enable enterprises, educational institutions and government entities to build and maintain a secure email archive at lower cost. Intradyn proposes to supply its email archiving technology software at a storage level capable of handling the stated requirements of the City of Renton at present and for the foreseeable future. Our response to this RFP includes everything necessary for the City of Renton to be successful including all software, installation and training, and ongoing service, support and updates. This pricing quoted in this offer are good for 90 days. The Intradyn technology is proven worldwide for customers like CUNY, Taco Johns, and The State of Maine Legislature. We would like to express our sincerest thanks for allowing us to prove our solution against your requirements. Respectfully, Mark LaCourse Global Sales Manager Intradyn, Inc 1355 Mendota Heights Road, Suite 300 Mendota Heights, MN 55120 Ph: 651-556-4339 Fax: 651-203-4607 mlacourse@intradyn.coni www.intradyn.com Table of Contents COMPANY CONTACT INFORMATION 2 COVER LETTER 3 TABLE OF CONTENTS 4 EXECUTIVE SUMMARY 5 VENDOR CONTACT INFORMATION REQUIREMENTS 6 QUALIFICATION AND EXPERIENCE 7 CLIENT REFERENCES 8 APPROACH/METHODOLOGY 9 PROJECT MANAGEMENT/SCHEDULE 10 IMPLEMENTATION PLAN & TRAINING 11 TECHNICAL AND FUNCTIONMAL REQUIREMENTS 12-15 COST 8TB Hardware 16-18 8TB Virtual 19-21 4 Executive Summary Intradyn is a recognized leader in the eDiscovery and archiving markets, producing leading edge products for small and mid -sized businesses, organizations, and governments. Intradyn TM, a privately held company, was founded in 2001 with a vision of creating a next - generation disk -based network backup and archiving appliance that could solve three common problems: no assurance of successful backup, unacceptably slow retrieval, and restore failure. In 2004, Intradyn introduced a first -of -its -kind email archiving appliance for small to midsized businesses. Intradyn licenses its technology to leading vertical -market technology companies wishing to private label. Now offering cloud archiving, hardware archiving and virtual appliance email archiving solutions. Intradyn boasts a seasoned management team and skilled developers with vast industry expertise and proven track records in information technology development. Vendor Contact Information Requirements RFP vendor contact: Name: Title: Phone: Email: Company name: Mark LaCourse Global Sales Manager (651) 556-4339 mlacousre(a)intradyn.com Intradyn Address: 1355 Mendota Heights Rd. #300 Mendota Heights, MN 55123 Phone: (800) 284-4156 Website address: Year founded: Number of full-time personnel: Total company Management Support Research and Development Number of city/municipality customers in Washington state: Number of customers utilizing your email archiving system product in a production environment: www.intradyn.com 2002 I+: 4 6 5 1000+ E. Qualifications and Experience Intradyn has over 16 years of combined experience, serving hundreds of customers in the government sector. We understand your needs, and work diligently to meet or exceed your expectations. Intradyn has been in the email business since 2002 and has been selling their email archiving solutions since 2004. Hundreds of organizations of all types use the Intradyn email archiving technology. Intradyn has completed several implementations for both state and city government agencies, however, non -disclosure agreements preclude us from providing granular data on our customers. Please see References section of this RFP. Intradyn is a profitable privately held company. Our offices are located at 1355 Mendota Heights Road, Mendota Heights, MN. and consist of Management, Sales, Development, and Service/Support departments. Client References Client Name: State of Maine -Legislature Contact Name: Stacy Morang Title: Internet Infrastructure & App Admin Phone#: (207) 624-8800 Email address: stacy.morang(a-)-legislature.maine.gov Website: www.maine.gov Type of service provided: Virtual Archiving Solution Client Name: City of Brier Contact Name: Paula Swisher Title: City Clerk -Treasurer Phone#: (425) 775-5440 Email address: pswisher(c�ci.brier.wa.us Website: http://ci.brier.wa.us Type of service provided: Cloud Archiving Solution Client Name: Clackamas Educational District Contact Name: Tim Gross Title: Server & Database Administrator Phone#: (503) 675-4064 Email address: tgross(a)-clackesd.kl2.or.us Website: www.clackesd.org Type of service provided: Virtual Archiving Solution Approach/Methodology The requirements defined in this RFP are items that the Intradyn solution handles routinely. Intradyn specializes in Email Archiving, it is all we do. Because of this specialization, we have a profound understanding of email archiving projects. Combining this understanding with the experience we have gained from having 100's of Public Sector customers, Intradyn is well positioned to assist the City of Renton with this migration from Unlimited Mailbox. In addition to being experts on our own products, the Intradyn Senior Implementation Engineers are trained in IT best practices and project management. Project Management/Schedule Intradyn Email Archiving appliances can generally be installed and functional within one day and usually do not require specialized resources. Intradyn will assign a Senior Sales/Implementation Engineer to assist with the deployment and configuration of the archiving appliance. This engineer will be available remotely via phone and email and will provide active assistance with the deployment via shared desktop technology. IT Personnel at the City of Renton will be provided with the direct contact information of the Intradyn engineer. The assigned Intradyn Engineer will coordinate and schedule directly with City of Renton IT Staff. Serious complications during deployment are extremely rare. If an issue does arise the assigned engineer will have a direct communications pathway with senior Intradyn support personnel and development staff. This direct pathway results in issues, if they do occur, being resolved in a very timely manner. 10 Implementation Plan & Training Please describe your plan for implementation and training: 1. Install Appliance 2. Assign static IP address(s) 3. Register license key(s) 4. Apply any available updates 5. Configure Active Directory connector(s) 6. Configure connection(s) to Exchange Server How long has it taken a typical client to have the system configured for their needs? Less than 8 hours. Below is a sample project plan highlighting associated milestones on implementing this solution. (The Intradyn Engineer will not be on -site and will assist via phone and shared desktop.) Task Who. When' Duration Installation • Intradyn Archiving System Intradyn Engineer Day 1 2 hrs. IT Personnel Configuration / Deployment • Intradyn Archiving System Intradyn Engineer Day 1 2 hrs. • Exchange Online IT Personnel Configuration Day 1 1 hrs. • Access Control Intradyn Engineer • Data Retention IT Personnel Training / Knowledge Transfer • Administrator Intradyn Engineer Day 2 4 hrs. • End -User Support IT Personnel • Operations Guide Email Admin User Support Admin Migration • Legacy Archives Intradyn Engineer Starts Day 3 Dependent on export IT Personnel speed. Intradyn Appliance can ingest —300,000 emails/day. 11 Technical and Functional Requirements Requirement Code Comments 1. On premise platform with the option of hosted (cloud) 3 Solution is available as an on - premise appliance (Hardware or Virtual) and as a cloud hosted solution AWS . 2. Capability to integrate with the City's Microsoft Exchange 3 The primary capture of content for Server 2010 to archive email and calendar items built-in arclt-in is done via Exchange's Journaling function. The Intradyn solution will archive all content captured by Journalin . 3. Capability to integrate with the City's Active Directory for 3 Active Directory can be used to users' access and to user authenticationauthenticate define departments for access and retention purposes. 4. Fully compatible with City's software: Windows 7, Windows 3 The Intradyn solution is compatible 10, Office 2013, Office 2016, Office 365 with all versions of Microsoft Exchange and Outlook for Windows. 5. Archived data can be mirrored to redundant storage 3 The Intradyn on -premise solutions allow archived data to be backed up to network attached (SMB, NFS) storage. 6. Performant and responsive, does not impact the normal 3 The Intradyn solution is operation of our Exchange emails stem and is fast and o p g y independent of the Exchange erver and does not require and reliable for end -users 3dditional software to be installed n the Exchange Server. The integration with Exchange is omplete using processes and ervices that are native to Exchange. 7. Email archived to the system is immutable in the system 3 Emails on the archive cannot be altered or modified. 8. Capability to audit access to items in the archive in a way that 3 The built-in Audit Log records all tracks what individuals accessed what items at what searches, views (including exports) ndaadmidministrative actions time/date completed within the solution. The Audit Log data is immutable for the life of the archive. 9. Capability to successfully archive and retrieve all email 3 Since our solution relies on Exchange's journaling function, the City's Exchange email sent/received by Y 9 archive will archive all emails aptured by the journal rule. A properly configured journal rule will apture all email sent/received, internal/external. 10. Email is archived in a way that helps reduce email storage 3 Nithin the archive email is stored needs very efficiently. The email is single - instanced (if an email is sent to more than one person, only a Ingle copy is retained). The system also de -duplicates data at he email body and attachment levels, across the entire archive. 11. Supports multiple layers of security for user access 3 Through the integration with Active Directory and local policy options multi -layer security polices can be easily created and managed. 12. Rich reporting features to help manage and optimize the 3 Daily Status emails and Scheduled System y Search result emails are a couple f examples of the included reporting options. Additionally, more comprehensive, advanced 12 reporting capabilities are available s an add -on (additional cost, not included in this response). 13. User interface is intuitive and user-friendly 3 This is a very subjective requirement. The Intradyn solution has been on the market for 13+ ears and is being constantly updated based on customer feedback. We feel our interface is very intuitive and easy to use and that very little, if any, formal end user training is necessary. 14. Capability to perform rich searches of all fields (To, From, 3 Intradyn archive allows searching Cc, Bee, Subject, Body, etc.) using keywords and/or n Date (on, before, after, between,relative), From, To (includes CC & wildcards to search for specific or fuzzy data, date range, BCC), combined From/To, Subject, and Boolean. Message ID, Email Body, Email Text (inclusive), Attachment Name, Attachment Type, Attachment Contents; these search fields can be used independently or combined. Wildcards (*,?), fuzzy and proximity searches are supported. The use of Boolean Aerators is also supported, as ell, grouping and priority. 15. Capability to perform a sub -search within the result set of 3 The solution does not specifically a search allow for searching within an existing set of results (unless the results were previously tagged), but he system does make it very easy o refine previously defined search criteria. 16. Capability to search email attachments, including multiple 3 s long as the attachments are not levels of nested attachments password protected or in some other way encrypted, the Intradyn solution will index and make searchable their contents. When he attachment is an archive file zip, tar, etc.) the solution will traverse 6 levels. 17. Capability to save and manage searches 3 The ability to save, edit and schedule searches can to granted is security permissions 18. Capability to export results of searches in EML and PST 3 The Intradyn solution supports the formats direct exporting of data in EML and PDF formats. A tool is provided Outlook Plugin) that will insert exported EML email into a user created PST file. 19. Capability to define multiple retention policies against one 3 Retention policies can be created or multiple emails with the capability of purging email that t the Department (AD or locally defined), Email Domain, and Email is beyond its retention period Address levels or a combination of his levels. 20. Capability to place email items on hold in a way that 3 The ability to place Legal Holds on supports multiple layers of holds, and also records the mail can be granted via security permission. A Legal Hold will placed and release date of each hold. prevent the email(s) from ever being deleted from the archive, hile the hold is in place. Multiple holds can be placed on single email. Holds can be placed on mail at the individual as well as search results level. Legal Hold activity is captured via the Audit Log and is also recorded at the individual email. 13 21. System includes comprehensive, easy to navigate 3 he solution includes documentation in electronic form omprehensive, context sensitive nline help. Requirement Code Comments 1. Can scale to a rapidly growing email store if needed 3 he Intradyn solution supports the clustering or federation of appliances to support increasing storage needs. The individual physical archive appliance is not expandable. 2. Email in the City's existing archive can be migrated to the new 3 The Intradyn archive has built-in functionality that will import archival system Y (migrate) data from EML or PST format. The data can be uploaded o the archive or it can be read by he archive from a SMB/CIFs or NFS share. Since your data is currently in UMB MySQL databases, you will need to export that data to a EML format. 3rd party tools may be increase the efficiency of the export process, but they are out of the scope of this response. 3. Capability to archive an immutable copy of text messages 3 This is directly dependent on the from City issued phones from any mobile network operator. capabilities of the mobile network perator(carrier). If the carrier can transmit the captured content in a format that is consistent with RFC22, then the Intradyn solution ill be able to archive. Intradyn does offer Text Message capture s an add -on to our solution. 4. Capability to log or report items deleted from the archive 3 The data retention process creates n activity log each time it runs. This report contains the number of items deleted and the date criteria surrounding the action. 5. Capability to archive the folder structure of user Exchange 3/2 This is a 2 —part requirement. The inboxes and apply retention policy to the folders in the PP Y P Y first part, capability to archive folder structure, is supported by the Structure urrent version of the solution. The second part, applying retention based on folder contents, is an enhancement that is currently in development for inclusion in a future release. 6. Archived items can be accessed from both a web client and 3 The archive can be accessed via within the Cit 's Exchange client Y g web browser and though an included plugin for the Windows Outlook Client. 7. Capability to search metadata fields 0 Metadata other than Send er/Receiver/Sent Date/Subject/MessagelD are currently not searchable via the Intradyn solution. This functionality is under consideration for inclusion is a future release. 8. Capability to tag items with customizable tags 3 Customizable Tags (admin level) and Labels (user level) are supported. 9. Capability to redact content retrieved from the archive prior 3 The ability to perform redactions an be granted via security policy. to export P Redactions can be applied and 14 removed at the individual email level and at the Tag level (multiple mails at once). The redaction takes place on a copy of the email and the original unredacted email remains available. 10. Capability to import from existing email archive 3 Please see requirement #2 in this ection. 15 Cost 8 TB Physical Archiving Solution -Yearly Maintenance/Support Cost Table Cost Application software Please attach an itemized list of costs for the software product and include pricing model (e.g. per user/seat, storage based pricing, etc.) to include 1,000 mailboxes and up to several terabytes of storage. $15,000.00 Hardware & equipment If applicable please attach an itemized list of cost for each product System installation and setup Included Configuration Included Project management services Included Implementation planning & assistance Included Training Included Service layer/interoperability layer development Included Annual Maintenance and support Maintenance and support - Year 1 $4,500.00 Maintenance and support - Year 2 $4,500.00 Maintenance and support - Year 3 $4,500.00 Maintenance and support - Year 4 $4,500.00 Maintenance and support - Year 5 $4,500.00 Cost of migrating email in existing archive into the new archive (if applicable) Included Travel and expenses $0.00 Hourly rate for additional professional services $150/Hour Any custom work needed to meet requirements (please itemize) None Other (please itemize) None 16 8 TB Physical Archiving Solution-3 Year Maintenance/Support Cost Table- Cost Application software Please attach an itemized list of costs for the software product and include pricing model (e.g. per user/seat, storage based pricing, etc.) to include 1,000 mailboxes and up to $15,000.00 several terabytes of storage. Hardware & equipment If applicable please attach an itemized list of cost for each product System installation and setup Included Configuration Included Project management services Included Implementation planning & assistance Included Training Included Service layer/interoperability layer development Included Annual Maintenance and support Maintenance and support - Year 1 $12,150.00 Maintenance and support - Year 2 $0.00 Maintenance and support - Year 3 $0.00 Maintenance and support - Year 4 $4,500.00 Maintenance and support - Year 5 $4,500.00 Cost of migrating email in existing archive into the new archive (if applicable) Included Travel and expenses $0.00 Hourly rate for additional professional services $150/Hour Any custom work needed to meet requirements (please itemize) None Other (please itemize) None 17 8 TB Physical Archiving Solution-5 Year Maintenance/Support Cost Table- Cost Application software Please attach an itemized list of costs for the software product and include pricing model (e.g. per user/seat, storage based pricing, etc.) to include 1,000 mailboxes and up to several terabytes of storage. $15,000.00 Hardware & equipment If applicable please attach an itemized list of cost for each product System installation and setup Included Configuration Included Project management services Included Implementation planning & assistance Included Training Included Service layer/interoperability layer development Included Annual Maintenance and support Maintenance and support - Year 1 $18,000.00 Maintenance and support - Year 2 $0.00 Maintenance and support - Year 3 $0.00 Maintenance and support - Year 4 $0.00 Maintenance and support - Year 5 $0.00 Cost of migrating email in existing archive into the new archive (if applicable) Included Travel and expenses $0.00 Hourly rate for additional professional services $150/1-lour Any custom work needed to meet requirements (please itemize) None Other (please itemize) None 18 8TB Virtual Archiving Solution -Yearly Maintenance/Support Cost Table- Cost Application software Please attach an itemized list of costs for the software product and include pricing model (e.g. per user/seat, storage based pricing, etc.) to include 1,000 mailboxes and up to $12,300.00 several terabytes of storage. Hardware & equipment If applicable please attach an itemized list of cost for each product System installation and setup Included Configuration Included Project management services Included Implementation planning & assistance Included Training Included Service layer/interoperability layer development Included Annual Maintenance and support Maintenance and support - Year 1 $4,612.50 Maintenance and support - Year 2 $4,612.50 Maintenance and support - Year 3 $4,612.50 Maintenance and support - Year 4 $4,612.50 Maintenance and support - Year 5 $4,612.50 Cost of migrating email in existing archive into the new archive (if applicable) Included Travel and expenses $0.00 Hourly rate for additional professional services $150/Hour Any custom work needed to meet requirements (please itemize) None Other (please itemize) None 19 8 TB Virtual Archiving Solution-3 Year Maintenance/Support Cost Table- Cost Application software Please attach an itemized list of costs for the software product and include pricing model (e.g. per user/seat, storage based pricing, etc.) to include 1,000 mailboxes and up to several terabytes of storage. $12,300.00 Hardware & equipment If applicable please attach an itemized list of cost for each product System installation and setup Included Configuration Included Project management services Included Implementation planning & assistance Included Training Included Service layer/interoperability layer development Included Annual Maintenance and support Maintenance and support - Year 1 $12,730.50 Maintenance and support - Year 2 $0.00 Maintenance and support - Year 3 $0.00 Maintenance and support - Year 4 $4,612.50 Maintenance and support - Year 5 $4,612.50 Cost of migrating email in existing archive into the new archive (if applicable) Included Travel and expenses $0.00 Hourly rate for additional professional services $150/Hour Any custom work needed to meet requirements (please itemize) None Other (please itemize) None 20 8TB Virtual Archiving Solution-5 Year Maintenance/Support Cost Table- Cost Application software Please attach an itemized list of costs for the software product and include pricing model (e.g. per user/seat, storage based pricing, etc.) to include 1,000 mailboxes and up to $12,300.00 several terabytes of storage. Hardware & equipment If applicable please attach an itemized list of cost for each product System installation and setup Included Configuration Included Project management services Included Implementation planning & assistance Included Training Included Service layer/interoperability layer development Included Annual Maintenance and support Maintenance and support - Year 1 $19,372.50 Maintenance and support - Year 2 $0.00 Maintenance and support - Year 3 $0.00 Maintenance and support - Year 4 $0.00 Maintenance and support - Year 5 $0.00 Cost of migrating email in existing archive into the new archive (if applicable) Included Travel and expenses $0.00 Hourly rate for additional professional services $150/Hour Any custom work needed to meet requirements (please itemize) None Other (please itemize) None 21 Exhibit B Implementation Plan & Training Please describe your plan for implementation and training: 1. Install Appliance 2. Assign static IP address(s) 3. Register license key(s) 4. Apply any available updates 5. Configure Active Directory connector(s) 6. Configure connection(s) to Exchange Server How long has it taken a typical client to have the system configured for their needs? Less than 8 hours. Below is a sample project plan highlighting associated milestones on implementing this solution. (The Intradyn Engineer will not be on -site and will assist via phone and shared desktop.) Task Who When 'Duration, Installation • Intradyn Archiving System Intradyn Engineer Day 1 2 hrs. IT Personnel Configuration / Deployment • Intradyn Archiving System Intradyn Engineer Day 1 2 hrs. • Exchange Online IT Personnel Configuration Day 1 1 hrs. • Access Control Intradyn Engineer • Data Retention IT Personnel Training / Knowledge Transfer • Administrator Intradyn Engineer Day 2 4 hrs. • End -User Support IT Personnel • Operations Guide Email Admin User Support Admin Migration • Legacy Archives Intradyn Engineer Starts Day 3 Dependent on export IT Personnel speed. Intradyn Appliance can ingest --300,000 emails/day. Exhibit C 8TB Virtual Archiving Solution-5 Year Maintenance/Support Cost Table- Cost Application software Please attach an itemized list of costs for the software product and include pricing model $12,300.00 (e.g. per user/seat, storage based pricing, etc.) to include 1,000 mailboxes and up to Eight (8) terabytes of storage. Hardware & equipment ( City of Renton to provide storage required) If applicable please attach an itemized list of cost for each product N/A System installation and setup Included Configuration Included Project management services Included Implementation planning & assistance Included Training Included Service layer/interoperability layer development Included Annual Maintenance and support Maintenance and support - Year 1 $3,874.50 Maintenance and support — Due Year 2 $3,874.50 Maintenance and support — Due Year 3 $3,874.50 Maintenance and support — Due Year 4 $3,874.50 Maintenance and support — Due Year 5 $3,874.50 Cost of migrating email in existing archive into the new archive (if applicable) Included Travel and expenses $0.00 Hourly rate for additional professional services $150/Hour Any custom work needed to meet requirements (please itemize) None Other (please itemize) None Total Due With Order, Including Year 1 Maintenance and Support $16,174.50 Total Due Year 2 — Maintenance and Support $ 3,874.50 Total Due Year 3 — Maintenance and Support $ 3,874.50 $ 3,874.50 Total Due Year 4 — Maintenance and Support $ 3,874.50 Total Due Year 5 — Maintenance and Support Cost to Implement 8TB Virtual Archive and 5 Years Support $31,672.50 Service Level Agreement for Annual Maintenance and Support Support Hours: Monday — Friday 7:00am - 7:00pm Central Time Support Method(s): Phone, email Response Times: Depending on severity of issue: Support response to incoming phone call to be handled on a first in -first handled basis. Support response to incoming email: upon incoming system receipt of email to support, Case Ticket is immediately created, and support personnel are alerted. Response is within a 2-4 hour window during normal Support hours. Data Migration: Data migration from existing system to be transferred via built in tools in archiver. Configuration and assistance to be provided by Intradyn Sales Engineering staff EXHIBIT D END USER LICENSE AGREEMENT FOR INTRADYN SOFTWARE SOFTWARE PRODUCT LICENSE The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE is licensed, not sold. 1. GRANT OF LICENSE. This EULA grants you the following rights: Software. You may use the SOFTWARE on a Intradyn Solution for use of an Intradyn Solution Storage/Network Use. You must acquire and dedicate a license for each separate Intradyn Solution on which the SOFTWARE is installed, and only an Intradyn Solution may store the SOFTWARE. A license for the SOFTWARE may not be shared or used concurrently on different computers. 2. RESTRICTIONS. You must maintain all copyright notices on all copies of the SOFTWARE. IMPORTANT: The Intradyn Solution is a subscription service that requires the continued purchase of Intradyn annual updates in order for the Intradyn Solution to continue archiving and indexing new emails and other document types. The appliance will stop archiving new incoming email and other document in the event the annual updates are not purchased. Limitations of Reverse Engineering, Decompilation and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Rental. You may not rent or lease or lend the SOFTWARE. Software Transfer. You may permanently transfer all of your rights under this EULA, provided you retain no copies, you transfer all of the SOFTWARE (including all component parts, the media and printed materials, any upgrades, this EULA and, if applicable, the Certificate of Authenticity) along with the applicable Intradyn Solution, and the recipient agrees to the terms of this EULA. If the SOFTWARE portion is an upgrade, any transfer must include all prior versions of the SOFTWARE. Support Services. Intradyn may provide you with support services related to the SOFTWARE ("Support Services") Use of Support Services is governed by the Intradyn policies and programs described in the user manual, in "online" documentation, and/or other Intradyn-provided materials. Any supplemental software code provided to you as a Exhibit D Page 1 of 4 part of Support Services shall be considered part of the SOFWARE and subject to the terms of this EULA. With respect to technical information you provide to Intradyn as part of the Support Services, Intradyn may use such information for its business purposes, including for product support and development. Intradyn will not utilize such technical information in a form that personally identifies you. 3. COPYRIGHT. All title and copyrights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text and "applets," incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE, are owned by Intradyn or its suppliers. 4. U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software -Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is AUAES INC / Intradyn Inc 1355 Mendota Heights Road Suite 300 Mendota Heights, MN 55120 5. ADDITIONAL EXPRESS WARRANTY. In addition to the warranty that services will be provided in a professional and workmanlike manner, as set forth in Paragraph 6 of the Agreement for Email Archiving, Consultant also warrants that its email archiving solution shall meet the specifications set forth in Consultant's Response to the City's Request for Proposal, dated April 19, 2018. 6. DISCLAIMER OF OTHER WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN PARAGRAPH 6 OF THE AGREEMENT FOR EMAIL ARCHIVING AND IN SECTION 5 OF THIS EXHIBIT D, INTRADYN HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER. 7. REMEDIES. a. If Consultant breaches or is alleged to have breached any warranty in the Agreement or in this Exhibit D, Consultant shall re -perform the faulty service or shall repair the Exhibit D Page 2 of 4 defective software underlying the email archiving solution or replace it with functionally equivalent software. If Consultant is unable to repair or replace the software within thirty (30) days of attempting the repair, the Consultant shall promptly refund to the City the license fees previously paid by the City, and the Agreement for Email Archiving and the Parties' ongoing relationship shall be terminated. In the event of such a termination, the City will stop using the software for preserving new emails after the date of termination, however, the software on the City's premises will remain active and will not be shut off or destroyed by Consultant and the City will be able to use (including but not limited to continuing to access, to store, to search and to extract previously loaded emails) the software for archived data prior to the termination date. Notwithstanding anything else in the Agreement or this Exhibit D, the remedies set forth in this Section Ta. are the City's sole remedies and Consultant's sole liability under the warranties provided in the Agreement and this Exhibit D, except if Consultant commits gross negligence or willful misconduct. b. In the event Consultant commits gross negligence or willful misconduct which causes harm to the City, the limitations on remedies provided in Section Ta. shall not apply. However, under no circumstances shall Consultant's liability arising from such conduct exceed the amount of any existing insurance coverage applicable to the claims being asserted against Consultant. 8. QUESTIONS. Should you have any questions, or if you desire to contact Intradyn for any reason, please contact the Intradyn subsidiary serving your country, or write: AUAES INC / Intradyn Inc 1355 Mendota Heights Road Suite 300 Mendota Heights, MN 55120 The Intradyn Software and Intradyn documentation are Copyright © 2002-2018 Intradyn Inc. All Rights Reserved. You may not print, copy, reproduce, modify, distribute or display this work in hard copy, electronic, or any other form, in whole or in part, by any electronic, mechanical, or other means, without the prior consent of Intradyn Inc., except that you are permitted to make one copy for archival purposes only in connection with the lawful use and operation of this software. Intradyn, Orca Email Archiver, Archiving Operating System (AOS), ComplianceVault eSeries, ComplianceVault xSeries, RocketVault, BackAgain and Intradyn Email Archiving Solution are trademarks of AUAES Inc dba Intradyn Inc. and/or its subsidiaries. Intradyn integrates third party software program within the Intradyn Software, which are subject to their own license terms. If the user does not agree to abide by the applicable license terms for the integrated third party software programs as defined by the Intradyn End User License Agreement, then you may not install or operate the Intradyn Software. Portions of this product are Copyright © 1982, 1986, 1989, 1991, 1993 the Regents of the University of California. All Rights Reserverd. Portions of this product are Copyright © 1992-2016 FreeBSD Inc. All Rights Reserved. Exhibit D Page 3 of 4 Portions of this product are Copyright C 1996-2016 Carnegie Mellon University. All Rights Reserved. Portions of this product are Copyright C 1992-2016 Apache Group. All Rights Reserved. Portions of this product are Copyright C 2016 Dell. Used with permission. All Rights Reserved. This software is derived in part from the SSLavaTM Toolkit, which is Copyright C 1996-1998 by Phaos Technology Corporation. All Rights Reserved. Portions of this product are Copyright C 1998, 1999, 2000 Bruce Verderaime. All Right Reserved. Portions of this product are Copyright C 1999-2016 The OpenLDAP Foundation. Redwood City, California, USA. All Rights Reserved. Permission to copy and distribute verbatim copies of this document is granted. OpenLDAP is a registered trademark of the OpenLDAP Foundation. Macintosh is a trademark of Apple Computer, Inc. Windows, Outlook, Exchange, 0365 and Active Directory are trademarks of Microsoft Corporation. Java and Solaris are trademarks of Oracle Corporation. Linux is a registered trademark of Linus Torvalds. All other trademarks are the property of their respective owners. Google and GoogleVault is a trademark of Google Corporation. Exhibit D Page 4 of 4