Contract 2024-082ADocusign Envelope ID: 4CDCE44C-E82A-475C-8726-F951589C9F08
o smarshe
Order Form (#Q-80750)(Service Account Number: 311492 )
Renewal
- City of Clermont, FL
Account Rep
Ashlie Levine
Customer City of Clermont, FL
Email
ashlie.levine@smarsh.com
Service Address 685 W. Montrose St.
Company
Smarsh Inc.
Clermont, Florida 34711
Prepared on
29-Oct-2024
Billing Contact Anabel Gates
Valid until
1-Jan-2025
Contact Phone (352) 241-7351
Contact Email agates@clermontfl.org
Start Date
1-Jan-2025
Technical Contact Freddy Suarez
Renewal Date
1-Jan-2026
Freddy Suarez
Billing Frequency
Annual
Order Type
Renewal
Services
Unit Price Minimum Minimum
Quantity Commitment
Smarsh Support
1
Professional Support - Basic
1
Smarsh Capture Mobile: US -Production
AT&T Capture - Capture Mobile
$ 60.00 6 $ 360.00
Verizon Capture - Capture Mobile
$ 78.00 142 $ 11,076.00
Annual Recurring Service Fees Subtotal
$11,436.00
One -Time Fees Subtotal
$ 0.00
Total
$11,436.00
Notes All prices quoted are before tax. Applicable taxes will be added at time of invoicing. If you are tax exempt, please send a current copy of your
tax-exempt certificate to accounting@smarsh.com
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Terms & Conditions
The Services are subject to the terms and conditions of this Order Form and (i) the Smarsh Service Agreement available at
www.smarsh.com/legal/ServiceAgreement (ii) the Service Specific Terms referenced in or attached to this Order Form, and (iii) any
exhibits or attachments to this Order Form that may amend, supersede, or append the terms referenced herein (collectively
"Agreement"):
SERVICE SPECIFIC TERMS
• Mobile Capture Service Specific Terms Available at: https://www.smarsh.com/legal/MobileCapture
TERM
The Term of the Services shall begin on the Start Date set forth above, or if no Start Date is set forth above, the execution date of this
Order Form, and shall continue for the Subscription Term specified above. For Services added during Client's existing Term, the Term of
the Services will sync to and co -terminate upon Client's Renewal Date set forth above. Renewal of the Services shall be subject to the
terms of the Agreement.
PDfel[ell►[e
The Recurring Service Fees and One -Time Fees ("Fees") shall be invoiced at the billing frequency set forth on page 1 of this Order Form.
For usage overages, Smarsh will invoice Client for any usage over the minimum quantities at the same per unit rate as indicated in the
first page of this Order Form on a regular basis in arrears. Client agrees that the Recurring Services Fees set forth in this Order Form are
Client's minimum commitment for the Term.
DATA MANAGEMENT FEES
If not priced above or set forth on a separate Order Form between Smarsh and the Client for the applicable data management services
requested by the Client, the following standard data import, conversion (if applicable), and storage Fees for data imports Client's
Professional Archive shall apply to data imports during the Client's term:
• Data Imports - One-time Fee (25 GB Minimum) - $10/GB thereafter
• Import Data Conversion fees (25 GB Minimum) - $3/GB
• Data Storage —Annual $2.50/GB
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Amendment to the Smarsh Service Agreement
This Amendment ("Amendment") amends the Smarsh Service Agreement located at
https://www.smarsh.com/legal/ServiceAgreement between Smarsh Inc. ("Smarsh") and City of Clermont, FL
("Client") ("Agreement"). This Amendment is effective as of the date last signed below, or on the date (i) the Client
signs the Order Form to which this Amendment is attached. Capitalized terms not defined in this Amendment
have the meaning provided in the Agreement.
WHEREAS, Client has requested certain modifications to the Agreement, and Smarsh has agreed to such
modifications as set forth below;
THEREFORE, Client and Smarsh agree as follows:
1) Conflict. In the event of a conflict between this Amendment and the Agreement, the terms of this
Amendment shall control with respect to the clauses and language modified by this Amendment.
2) Section 6.3 of the Agreement is hereby deleted and replaced with the following language:
6.3. Renewals & Non -Renewal - Limited Term. The Services that are provided on a recurring basis will not renew
automatically for an additional, successive 12-month Service Term. The Services may be renewed by Client for an
additional, successive 12-month Service Term (each a "Renewal Term") upon the execution of a renewal Order
Form prior to the expiration of the then current Service Term. Smarsh may elect not to renew a Service by
providing no less than 30 days written notice to the Client prior to the end of the then current Service Term.
3) Section 7.7 of the Agreement is hereby deleted and replaced with the following language:
7.7Taxes. All Fees payable by Client under this Agreement are exclusive of taxes and similar assessments. Smarsh
acknowledges that Client is tax-exempt.
4) Section 8.2 of the Agreement is hereby deleted and replaced with the following language:
8.2. Obligations with Respect to Confidential Information. Each party agrees: (a) that it will not disclose to
any third party, or use for the benefit of any third party, any Confidential Information disclosed to it by the other
party except as expressly permitted by this Agreement; and (b) that it will use reasonable measures to maintain
the confidentiality of Confidential Information of the other party in its possession or control but no less than the
measures it uses to protect its own confidential information. Either party may disclose Confidential Information
of the other party: (i) pursuant to the order or requirement of a court, administrative or regulatory agency, or other
governmental body, provided that the receiving party, if feasible and legally permitted to do so, gives reasonable
notice to the disclosing party to allow the disclosing party to contest such order or requirement; (ii) to the parties'
agents, representatives, subcontractors or service providers who have a need to know such information provided
that such party shall be under obligations of confidentiality at least as restrictive as those contained in this
Agreement ("Agents"); or (iii) pursuant to a public records request under those laws applicable to the Client,
provided that the Client gives notice to Smarsh in a reasonable amount of time to allow Smarsh the opportunity
to seek a protective order preventing such disclosure. Each party will promptly notify the other party in writing
upon becoming aware of any unauthorized use or disclosure of the other party's Confidential Information.
5) Section 11.1 of the Agreement is hereby deleted and replaced with the following language:
11.1. Client Indemnification. To the extent permitted by those laws applicable to the Client, and without in any
manner waiving its rights to sovereign immunity or increasing the limits of liability thereunder, Client will defend
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and indemnify Smarsh, its officers, directors, employees, and agents, from and against all third party claims, losses,
damages, liabilities, demands, and expenses (including fines, penalties, and reasonable attorneys' fees), arising
from or related to (i) Client Data and Client's use of Client Data, (ii) Smarsh's use of Client Data in accordance with
this Agreement, and (iii) Client's use of the Services in violation of this Agreement or applicable laws, rules, and
regulations. Smarsh will (a) provide Client with prompt written notice upon becoming aware of any such claim;
except that Client will not be relieved of its obligation for indemnification if Smarsh fails to provide such notice
unless Client is actually prejudiced in defending a claim due to Smarsh's failure to provide notice in accordance
with this Section; (b) allow Client sole and exclusive control over the defense and settlement of any such claim;
and (c) if requested by Client, and at Client's expense, reasonably cooperate with the defense of such claim.
6) Section 13.5 of the Agreement is hereby deleted and replaced with the following language:
13.5. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State
of Florida without regard to conflict/choice of law principles.
7) Section 13.11 of the Agreement is hereby deleted and replaced with the following language:
13.11. Amendments. This Agreement may only be modified, or any rights under it waived, by a written document
executed by both parties.
8) The following language is added to the Agreement as Section 14 -Florida Specific Language.
14. Florida Specific Language:
14.1. Public Records. To the extent required by the Florida Public Records Act, Chapter 119, Florida Statutes
(or its successor rule, as amended), Smarsh shall maintain and allow Client access to Public Records
made or received in conjunction with the Agreement. The Agreement may be terminated for cause by
Client for Smarsh's refusal to allow access to Public Records. For the purpose of this Agreement, "Public
Records" means and includes those items specified in Florida Statutes Section 119.011(12), as amended
from time to time, and currently defined as: "[A]II documents, papers, letters, maps, books, tapes,
photographs, films, sound recordings, data processing software, or other material, regardless of the
physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance
or in connection with the transaction of official business" .... Public Records under this Agreement
include (without limitation) emails exchanged between Smarsh and Client representatives, the terms of
this Agreement, all Client invoices, and, if applicable to the Services purchased by Client, supplier and
subcontractor invoices and contracts.
14.2. Third Party Requests. In the event that Smarsh receives a Public Records request related to the Client,
Smarsh will redirect such request back to the Client. Moreover, in the event that a third party submits a
Public Records request directly to Smarsh that is related to the Client, Smarsh shall not disclose such
records to such third party unless as authorized by applicable law.
14.3. Public Records Access. To the extent required by the Florida Public Records Act, Chapter 119, Florida
Statutes (or its successor rule, as amended), Smarsh agrees to:
keep and maintain all Public Records made or received in conjunction with the Agreement.
ii. Provide Client with access to all Public Records that are Client Data (via making the Services
available to Client) during the Service Term. For the sake of clarity, Public Records maintained by Smarsh
outside of the Services will be made available to Client upon written request within a reasonable time
and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law.
iii. During the Service Term of the Agreement Client may, at no additional cost, export records
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using the standard self-service tools within Services to respond to Public Records requests. In the event
of a Public Records request, Client will access such records through the Services in this manner. If
instead, the Client requests that Smarsh complete the export on Client's behalf, for records that are
available at self-service to Client but Client requests Smarsh complete the export, Smarsh shall provide
the Client with a copy of the requested records for export within a reasonable time at a cost that does
not exceed Smarsh's then -current hourly professional services rate for data extraction and exportation
plus any hardware costs for portable media. For records that are not stored within the Service (i.e.,
corporate records) and thus not available at self-service to the Client, Smarsh shall provide the public
agency with a copy of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided by law. All data so provided to Client
may be provided in PST, EML, or native format, at Client's option.
iv. Prior to, and for a period of seven (7) days following the expiration or termination of the
Agreement, Client may, at no additional cost, export all Public Records from the Services using the
standard self-service tools available within Services. If instead, the Client requests that Smarsh complete
a full data export on Client's behalf, for records that are available at self-service to Client but Client
requests Smarsh complete the export, Smarsh shall provide the Client with a copy of the requested
records for export within a reasonable time at a cost that does not exceed Smarsh's then -current hourly
professional services rate for data extraction and exportation plus any hardware costs for portable
media. For records that are not stored within the Services and thus not available at self-service to the
Client, Smarsh shall provide the public agency with a copy of the requested records or allow the records
to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by
law. All data so provided to Client may be provided in PST, EML, or native format, at Client's option.
Smarsh will securely delete all Client Data after the termination of the Agreement.
14.4. Except as required by applicable Florida Law, Smarsh is not a public -facing company and does not
receive or process Public Records requests on Client's behalf or in connection with Client's Public
Records. Client agrees that Client, and not Smarsh, will be responsible for handling all Public Records
requests made in connection with Client's Public Records.
14.5. The Agreement may be terminated for cause by Client for Smarsh's refusal to allow access (via Client) to
Public Records. Smarsh's failure to comply with the requirements of this Section which leads to a
violation by Smarsh of the public records disclosure requirements set for the in section 119.0701, Florida
Statutes, shall constitute a breach of this Agreement, provided, that Smarsh has a reasonable
opportunity to cure such breach in a timely manner. Additionally, Smarsh's failure to provide the public
records to the Client in accordance with this Section within a reasonable time may also be subject to
penalties under section 119.10, Florida Statutes.
14.6. After the termination of the Agreement, Smarsh will securely delete and destroy any duplicates of Client
Data in accordance with the terms of the Agreement and in a manner that renders such Client Data
unrecoverable.
IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES,
TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT THE TELEPHONE NUMBER, EMAIL ADDRESS, AND MAILING
ADDRESS LISTED ON THE ORDER FORM.
14.7. Scrutinized Companies. Smarsh (defined, for the purposes of this section, to include those subsidiaries
and parent companies, if any, stated in Florida Statute § 287.135(1)(b)), certifies that (i) Smarsh is not
participating in a boycott of Israel, Smarsh is not on the Scrutinized Companies that Boycott Israel list,
not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies
with Activities in the Iran Petroleum Energy Sector List, nor has Smarsh been engaged in business
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operations in Syria. Subject to limited exceptions provided in state law, neither Smarsh nor the Client
will contract for the provision of goods or services with any scrutinized company referred to above. The
Client may terminate the Agreement if Smarsh is found to have been placed on the Scrutinized
Companies that Boycott Israel List or is engaged in a boycott of Israel, or, upon written notice to Smarsh
in the event that Smarsh submitted a false certification stating that it was not (1) on the Scrutinized
Companies that Boycott Israel List or engaged in a boycott of Israel; or (2) was not on the Scrutinized
Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector List.
14.8. E-VERIFY. In accordance with section 448.095, Florida Statutes, Smarsh agrees to comply with the E-
Verify requirements set forth in Section 448.095, Florida Statutes to the extent applicable to Smarsh and
the Services provided to Client herein. Smarsh, and any subcontractor with which Smarsh contracts
with to provide Services to the Client under this Agreement, must register with and use the E-Verify
system to verify the work authorization status of all new employees of Smarsh and any subcontractor
with which Smarsh contracts with to provide Services directly to the Client. A public agency or a
contractor or subcontractor thereof may not enter into a contract unless each party to the contract
registers with and uses the E-Verify system. Upon written request by Client (not to exceed once every 12
months), Smarsh agrees to provide a certification to Client which certifies that (i) Smarsh is registered
with and uses the E-Verify system operated by the United States Department of Homeland Security to
electronically verify the employment eligibility of Smarsh's newly hired employees; and (ii) Smarsh will
contractually require that all subcontractors contracted to provide services under any Florida state
contract utilize and comply with the E-Verify system.
14.9. Insurance. Smarsh shall, on a primary basis and at its sole expense, maintain in full force and effect at all
times during the life of this Agreement, insurance coverage and limits, including endorsements,
necessary and appropriate to provide the Services under this Agreement. Smarsh agrees to provide,
once everyl2 months and upon written request bythe Client, a summaryofSmarsh's insurance coverage
for review by the Client. In addition, Smarsh agrees to use commercially reasonable efforts to provide at
least 30 days prior written notice of any material adverse changes to Smarsh's insurance coverage.
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Purchase Order Information
Client to Complete:
Is a Purchase Order (PO) required for the purchase of the Services on this Order Form?
[ ) No
W Yes — Please complete below
PO Number:
PO Amount: 11,463.00
Upon signature by Client and submission to Company, this Order Form shall become legally binding unless Company rejects this Order
Form for any of the following reasons: (i) changes have been made to this Order Form (other than completion of the purchase order
information and the signature block); or (ii) the requested purchase order information or signature is incomplete; or (iii) the signatory
does not have authority to bind Client to this Order Form.
Client authorized signature
DocuSigned by:
By: 0431F57D413554N...
"'`j`� S"�"`R�s Name: Freddy Suarez
Date:12/30/2024 Title: Procurement Services Director
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