CONTRACT 7020C AmendmentAgreement No. 7020C
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Account Rep Cade Gunnell
Customer
City of El Segundo, CA
Email cade.gunnell@smarsh.com
Service Address
350 Main St
El Segundo, California 90245-3813
Company Smarsh Inc.
Billing Contact
Paul Silverstein
Prepared on 26-Sep-2025
Contact Phone
Valid until 29-Oct-2025
Contact Email
psilverstein@elsegundo.org
Start Date Upon Execution Date
Technical Contact
Jose Calderon
Renewal Date 17-Jun-2027
Billing Frequency Annual
Order Type Amendment
Services
Prorated
Unit Price
Minimum
Prorated
Minimum
Unit Price
Quantity Commitment
AT&T Mobile Message - Professional Archive Capture
101.79 $80.98
45
$3,644.00
AT&T Mobile Message - Professional Archive Capture
104.85 $104.96
45
$4,723.16
Prorated Recurring Service Fee Subtotal
$8,367.16
One -Time Fees Subtotal
$0.00
Total
$8,367.16
The fees on this Order Form are prorated and the subscription term of the services will co -term with the Client's existing
subscription term. The Prorated Recurring Services Fee is based on the Quote Preparation Date above. In the event that
Customer executes this Order Form after the Quote Preparation Date, the Fees Smarsh invoices Customer will be less
Notes than the Fees indicated in this Order Form.
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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Agreement No. 7020C
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 Channels Service Specific Terms available at https://www.smarsh.com/legal/SSTMobileChannels;
TERM
The Term of the Services will begin on the Start Date set forth the on the first page of this Order Form, or if no Start Date is
stated, the execution date of this Order Form, and will continue for the Subscription Term specified on the first page of this
Order Form. 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 is subject to the terms of the Agreement.
INVOICING
The Recurring Service Fees and One -Time Fees ("Fees") will be invoiced at the billing frequency set forth on the first page
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 — PROFESSIONAL ARCHIVE
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) $10.00/GB
Import Data Conversion Fee (25 GB Minimum) $3.00/GB
Data Storage —Annual $2.50/GB
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Agreement No. 7O2OC
Amendment to the Smarsh Service Agreement
This Amendment ("Amendment") amends the Smarsh Service Agreement located at
httras;�www�srr�rl-cqr Ee�vi .Aaraert, between Smarsh Inc. ("Smarsh") and City of El
Segundo, CA Client") ("Agreement"). This Amendment is effective as of the date last signed below,
or on the date (i) the Client signsthe 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 asset 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:
7.7 Taxes. 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 bythis 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 thatthe 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 and indemnify Smarsh, its officers, directors, employees, and agents,
from and against all third party claims, losses, damages, liabilities, demands, and expenses
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Agreement No. 7020C
(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 California, 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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Agreement No. 7020C
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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?
I No
I Yes — Please complete below
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 au ed signs ure /� 1 I
By Name: DAMP-EL-L
Date: Title: (4".., MAI,14 91
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