HomeMy WebLinkAbout2021 - SMARSH Contract Renegotiation - Signed Page 1 of 4
Order Form (#Q071051)(Service Account Number: 32442)
Client Information
Services and Fees
Rate per Quantity Minimum
Quantity Minimum
Pro Support - Basic - Annual $0.00 1 $0.00
Professional Archive - SMG 200 - Annual $501.60 1 $501.60
Professional Archive - SMG 200 Capture & Archive - Annual $60.72 436 $26,473.34
Professional Archive - SMG 200 Premium Adj - Annual $28.00 400 $11,200.00
Professional Archive-Extended Retention Fee (Per GB)-Annual $2.50 0 $0.00
Recurring Subtotal $38,174.94
One-Time Subtotal $ 0.00
Notes
If Client uses more Connections than it has licensed, Smarsh will bill for that use at $60.72 per connection plus $28.00 for each premium
Connection.
Company Name City of Auburn, WA
Address 25 W Main St City Auburn
State Washington Zip/Postal Code 98001-4916
Name City of Auburn Title Network EngineerPrimary Contact
(Authorized User)Phone (253) 804-5025 Email invoices@auburnwa.gov
Name City of Auburn Title Network EngineerTechnical Contact
Phone (253) 804-5025 Email invoices@auburnwa.gov
Name City of Auburn Title Network EngineerBilling Contact
Phone (253) 804-5025 Email invoices@auburnwa.gov
Address 25 W Main St City Auburn
State Washington Zip 98001-4916
Quote Date 10/12/2021 14:13:17 Quote Expiration 10/31/2021
Smarsh Sales Executive Clifford Henry Term of Agreement 12 Months
Activation Date Upon Grant of Access to Service Historical Import Billing In Arrears
Setup Fee Billing Upon Contract Execution
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Terms & Conditions
On a date following the execution of this Order Form, Smarsh will provide Client with a license key for the Software or with login
credentials to the applicable Service (“Activation Date”). Service Descriptions are available at www.smarsh.com/legal. Smarsh Service
Agreement-General Terms located here: www.smarsh.com/legal/ServiceAgreement. The Services purchased by Client are also subject
to the Information Security Addendum available at https://www.smarsh.com/legal/InfoSec and the following Service Specific Terms:
the Professional Archive Service Specific Terms available at https://www.smarsh.com/legal/SSTProfessionalCloud; the following Premium Channels Service Specific Terms, as applicable: Mobile Channels Service Specific Terms available at https://www.smarsh.com/legal/SSTMobileChannels, and Twitter Service Specific Terms available at https://www.smarsh.com/legal/SSTTwitter .
The Smarsh Service Agreement – General Terms, the Information Security Addendum, the Service Specific Terms, and this Order Form
are, collectively, the “Agreement.” The Initial Term of the Services shall begin on the date this Order Form is executed and continue for
the Subscription Term specified above, unless Client is adding the above Services to an existing Service account, in which case, the
above Services will sync to and co-terminate with Client’s existing subscription Term. The Services will be subject to renewals as
specified in the Agreement.
For AT&T Mobility subscribers, your signature below represents your acceptance of the AT&T Wireless Terms and Conditions available
at www.smarsh.com/legal/ATT as they apply to AT&T messages that are archived by Smarsh.
“Archive Fees” are the Fees charged for access to the Connected Archive (i.e., Professional Archive or Enterprise Archive). “Capture &
Archive Fees” are the Fees that are charged for capture and archive of a bundle of Connections within the Professional Archive.
“Capture Fees” are the per-Connection Fees that are charged for the capture of Connections by Connected Capture (i.e., Cloud Capture
or Capture Server). “Premium Adj. Fees” are the additional Fees that are charged for capture of Connections from premium Channels.
"Set-up Fees" are the one-time Fees that are charged to implement a Service. “Professional Services Fees” are the Fees charged for
hourly, monthly, or flat rate professional services.
The Platform Fees, the Capture & Archive Fees, the Capture Fees, and the Premium Adj. Fees, as applicable, are invoiced on an annual,
up-front basis or a monthly basis in arrears, as specified on page 1 of this Order Form. Client agrees that the Recurring Subtotal above is
Client’s minimum commitment during each year or month, as applicable, of the Term. Smarsh will invoice Client for any usage over the
minimum quantities at the applicable rate indicated in this Order Form.
The Platform Fees, the Capture & Archive Fees, the Capture Fees, and the Premium Adj. Fees, as applicable, are invoiced upon
execution of this Order Form. Client agrees that the Recurring Subtotal above is Client’s minimum commitment during the Term.
Smarsh will invoice Client for any usage over the minimum quantities at the applicable rate indicated in this Order Form.
If not priced above, data import, conversion (if applicable), and storage Fees for Client's historical data and storage Fees for data from
Connected Capture or other external capture mechanisms ingested into the Professional Archive are as follows:
Data Imports - One-time $10/GB
Import Data Conversion fees $3/GB
Data Storage – Annual $2.50/GB
Information about Smarsh data privacy compliance is available at www.smarsh.com/legal.
Client authorized signature
By _________________________________________________________________________________________________________
Name: _____________________________________ Title: _____________________________________ Date: _____________
David Travis (Nov 5, 2021 15:45 PDT)
Director Nov 5, 2021David Travis
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EXHIBIT A
Amendment to the Smarsh Service Agreement – General Terms
This first amendment (“Amendment”) to the Smarsh Service Agreement - General Terms amends the Agreement between Smarsh Inc.
and City of Auburn, WA. This Amendment is effective on the date the Client signs the Order Form, to which this Amendment is attached
as Exhibit A.
The parties agree:
1)Replace Section 4.3 in its entirety, as follows:
As between Client and Smarsh, Client is solely responsible for the content of Client Data. Client represents and warrants that
(a) Client Data will not (i) infringe any third party right, including third party rights in patent, trademark, copyright, or trade
secret, or (ii) constitute a breach of any other right of a third party, including any right that may exist under contract or tort
theories; (b) Client will comply with all applicable local, state, national, or foreign laws, rules, regulations, or treaties in
connection with Client’s use of the Services, including those related to data privacy, data protection, communications, SPAM,
or the transmission, recording, or storage of technical data, personal data, or sensitive information; and (c) Client will comply
with the Acceptable Use Policy available at www.smarsh.com/legal/AUP. Smarsh may update the Acceptable Use Policy from
time to time.
2)Replace Section 6.1 in its entirety, as follows:
Term. The Agreement will begin on the Effective Date and will remain in effect for the term specified in the Order Form or, if
no term is specified, 12 months (“Initial Term”). The Initial Term may be renewed by Client for additional, successive 12-
month terms (each a "Renewal Term") upon the execution of a Renewal Order Form. The Initial Term plus any Renewal Term
are, collectively, the “Term.” Any Order Form executed after the Effective Date will co-terminate with Client’s then-current
Term.
3)Replace Section 6.2 in its entirety, as follows:
Termination for Breach. Either party may terminate this Agreement if the other party materially breaches its obligations
under this Agreement and such breach remains uncured for a period of 30 days following the non-breaching party’s written
notice thereof. Smarsh may suspend Client’s access to the Services in the event Client fails to pay undisputed Fees within 60
days after the due date, and Smarsh will not be liable for any damages resulting from such suspension.
4)Replace Section 9 in its entirety, as follows:
Taxes. All Fees payable by Client under this Agreement are exclusive of taxes and similar assessments. Smarsh acknowledges
that Client is tax-exempt.
5)Replace Section 10.2 in its entirety, as follows:
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 at least 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/or
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; or (iii) pursuant to a Washington public records request, provided that the Client gives notice to Smarsh in a
Page 4 of 4
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.
6)Replace Section 13.1 in its entirety, as follows:
Client Indemnification. To the extent permitted by Washington law, and without in any manner waiving its rights to
sovereign immunity or increasing the limits of liability thereunder, Client will defend, indemnify and hold harmless Smarsh, its
officers, directors, employees and agents, from and against all claims, losses, damages, liabilities and expenses (including
fines, penalties, and reasonable attorneys’ fees), arising from or related to the content of Client Data and Client’s breach of
the Service Specific Terms or Sections 4.2, 4.3, 4.4, 4.5, or 15.1 of this Agreement. 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 13.1(a); (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
7)Replace Section 15.4 in its entirety, as follows:
Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Washington,
without regard to conflict/choice of law principles. Any legal action or proceeding arising under this Agreement will be
brought exclusively in the federal or state courts located in , in the State of Washington, and the parties hereby irrevocably
consent to the personal jurisdiction and venue therein.
8)Replace Section 15.9 in its entirety, as follows:
Entire Agreement; Electronic Signatures. This Agreement is the entire agreement between the parties with respect to its
subject matter, and supersedes any prior or contemporaneous agreements, negotiations, and communications, whether
written or oral, regarding such subject matter. Smarsh expressly rejects all terms contained in Client’s purchase order
documents, or in electronic communications between the parties, and such terms form no part of this Agreement. The parties
agree that electronic signatures, whether digital or encrypted, give rise to a valid and enforceable agreement. This Agreement
may only be modified, or any rights under it waived, by a written document executed by both parties.
9)Delete Section 16, concerning alternative jurisdiction, in its entirety.
2021 - SMARSH Quote for Contract
Renegotiation - Connections Alignment_preview
(1)
Final Audit Report 2021-11-05
Created:2021-11-01
By:Melissa Bailey (mbailey@auburnwa.gov)
Status:Signed
Transaction ID:CBJCHBCAABAASiI3abzkKbQu8w8C5bH0Yv_2zVxEI1Kt
"2021 - SMARSH Quote for Contract Renegotiation - Connection
s Alignment_preview (1)" History
Document created by Melissa Bailey (mbailey@auburnwa.gov)
2021-11-01 - 7:48:59 PM GMT- IP address: 38.94.96.2
Document emailed to David Travis (dtravis@auburnwa.gov) for signature
2021-11-01 - 7:49:29 PM GMT
Email viewed by David Travis (dtravis@auburnwa.gov)
2021-11-05 - 10:45:13 PM GMT- IP address: 38.94.96.2
Document e-signed by David Travis (dtravis@auburnwa.gov)
Signature Date: 2021-11-05 - 10:45:27 PM GMT - Time Source: server- IP address: 38.94.96.2
Agreement completed.
2021-11-05 - 10:45:27 PM GMT