24-206.00SmarshMobileArchiver ;I smarshe
Order Form (#Q-80863)(Service Account Number: 311620 )
Renewal - City of Spokane Valley, WA
Account Rep Ashlie Levine Customer City of Spokane Valley,WA
Email ashlie.levine@smarsh.com Service Address 10210 E.Sprague Avenue
Company Smarsh Inc. Spokane Valley, Washington 99206
Prepared on 29-Oct-2024 Billing Contact Karla White
Valid until 2-Jan-2025 Contact Phone (509)720-5044
Contact Email accountspayable@spokanevalley.org
Start Date 2-Jan-2025 Technical Contact Karla White
Renewal Date 2-Jan-2026 Karla White
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
Verizon Capture-Capture Mobile $96.00 46 $4,416.00
Annual Recurring Service Fees Subtotal $4,416.00
One-Time Fees Subtotal $0.00
Total $4,416.00
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.
INVOICING
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 Spokane Valley,
WA 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 and
only to the extent that such confidential information is not subject to an exemption from such public record
request, 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:
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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
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 Washington,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-SLED Additional Terms.
14.1 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 every 12 months and
upon written request by the Client,a summary of Smarsh'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.
9) Except as otherwise set forth in this Amendment,the Agreement will remain unchanged and in full force
and effect. This Amendment, together with the Agreement is the entire agreement between the parties, and
supersedes all prior agreements between them,whether written or oral in nature
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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
I Yes—Please complete below
PO Number:
PO Amount:
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
By: Name: `J p IV\ I-to``Nlt ✓1
Date: L // [t)q Title: C (Ay Ka`a AA ie r
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