Item R03 R3
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE �� i Mayor Holly Merrill Raschein,District 5
The Florida Keys Mayor Pro Tern James K.Scholl,District 3
Craig Cates,District 1
Michelle Lincoln,District 2
' David Rice,District 4
Board of County Commissioners Meeting
October 16, 2024
Agenda Item Number: R3
2023-2568
BULK ITEM: No DEPARTMENT: Risk Management
TIME APPROXIMATE: STAFF CONTACT: Brian Bradley
N/A
AGENDA ITEM WORDING: Approval to enter into a 1 year Agreement with Smarsh, the sole
source provider of cellular text message archiving solution, in the amount of$28,355.95 and exempt
this procurement from the competitive solicitation process as a sole source provider and authorization
for the County Attorney to sign the agreement and related documents.
ITEM BACKGROUND:
Smarsh is a cellular text message archiving solution that captures cellular text messages directly from
the provider. The solution helps mitigate the risk of potential non-compliance lawsuits by assuring
compliance with document retention laws. The County has been utilizing Smarsh for three years.
Currently Smarsh is a sole source supplier as it is the only archive to work with both Verizon and
AT&T networks. The County has been utilizing the Smarsh software since 2020. Since Smarsh is a sole
source supplier we seek a waiver of the competitive solicitation process in accordance with the Monroe
County Code and Purchasing Policy. This software technology was procured and purchased in 2020 in
accordance with existing procurement requirements.
PREVIOUS RELEVANT BOCC ACTION:
7/19/2023 approval of Smarsh contract for $26,473.86.
INSURANCE REQUIRED:
No
CONTRACT/AGREEMENT CHANGES:
N/A
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
Single_Source_OMB_letter_2023.pdf
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Smarsh Order Form- Monroe County FL 302899 (Final 9.27.24) - signed.pdf
FINANCIAL IMPACT:
9/4/2024 - 9/4/2025
28,355.95
001-00101-530520-00084
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BOARD OF COUNTY COMMISSIONERS
%-Iounty of MonroeN Mayor Craig Cates,District 1
The Florida Keys Mayor Pro Tem Holly Merrill Raschein,District 5
y ,.. , Michelle Lincoln,District 2
f James K.Scholl,District 3
Robert B.Shillinger,County Attorney** David Rice,District 4
Pedro J.Mercado,Sr.Assistant County Attorney** ��
Cynthia L.Hall,Sr.Assistant County Attorney**
Christine Limbert-Barrows,Assistant County Attorney** Office of the County Attorney
Derek V.Howard,Assistant County Attorney** 1111 12a'Street,Suite 408
Peter H.Morris,Assistant County Attorney** Key West,FL 33040
Patricia Fables,Assistant County Attorney (305)292-3470 Office
Joseph X.DiNovo,Assistant County Attorney** (305)292-3516 Fax
Kelly Dugan,Assistant County Attorney
Christina Cory,Assistant County Attorney
Nathalia Archer,Assistant County Attorney
**Board Certified in City,County&Local Govt.Law
MEMORANDUM
TO: OMB
FROM: Brian Bradley, Risk Manager/ Records Manager
Monroe County Attorney's Office
DATE: June 29, 2023
SUBJECT: Text Message Capture and Archive Software - soul source supplier
*******************************************************************************
Over the last two years, I have searched for a text message capture and archiving solution. There is
only one company that provides this product and they have exclusivity contracts with AT&T and
Verizon—Smarsh. Smarsh is a soul source supplier of this type of solution. No other companies have
the ability to capture texts directly from the cellular provider. This will provide the County with an
archive that cannot be altered by the individual phone user and allows compliance with records
retention and records request law.
If you have any questions, or need further information, please feel free to contact me at 292-3470.
Thankyou
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OrderForrn (#(�-74G2 8)(S erviceAccoun'L urnL)er 302899 \
Renewal Monroe County, FL
Account Rep mmamasmie Customer Monroe County,pIL
Email mahyaarastue@smanh.cmn Service Address zum Simonton u
Prepared on 18-Jul-2024 xevwut Florida 330403110
Valid until 4-Sep-202 umm:cvntact Jac|vnp|au
Contact Phone 305-292-347
Start Date 4-Sep-202 Contact Email nau-jac|vn@mvnrmsvunty-fl.wm
xenewa/Date 4-Sen-2025 Technical Contact Brian Bradley
Billing Frequency Annual
oruerrvne Renewal
Minimum Minimum
Services Unit Price
ouamnv Commitment
Unified z
Platform Professional Archive Smo $418y5 z $418y5
AT&T Mobile Message Professional Archive Capture $79.82 342 $27,298.44
veruvn Professional Archive Capture $79.82 o $638.56
SmarsxSunnvrt z
Professional Support Basic z
Annual Recurring Service Fees Subtotal $28,355.95
One-Time Fees Subtotal $0.00
Notes
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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
•The Professional Archive Service Specific Terms available at https://www.smarsh.com/legal/SSTProfessionalCloud;
• Mobile Channels Service Specific Terms available at https://www.smarsh.com/legal/SSTMobileChannels;
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
• DataStorage—Annual $2.50/GB
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Amendment to the Smarsh Service Agreement
This Amendment ("Amendment") amends the Smarsh Service Agreement located at
httrs://www.smarsh.com/legal/ServiceAgreement between Smarsh Inc. ("Smarsh") and Monroe County, 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 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 7.2 of the Agreement is hereby deleted and replaced with the following language:
Disputes&Failure to Pay. If Client disputes any invoice or portion thereof,Client must notify Smarsh within 30 days
of the date of invoice. Invoices not disputed within 30 days from the date of invoice will be deemed accepted by
Client.To the extent allowable under applicable Florida Law,Smarsh may charge a late fee of1.5% per month on any
amount not paid within 45 days of when due. In the event Client fails to pay invoiced amounts when due, Smarsh
may suspend (i)Client's access to the Services upon written notice and a 15 day cure period, provided, however,that
(a) such suspension of access shall not suspend the Service's capture of Client Data,and (b) Smarsh shall facilitate to
the best of its ability, and not impede or prevent,the examination, access, download, or transfer of Client Data by a
representative or designee of regulator with jurisdiction over Client; and (ii)certain professional or support services
until that time when Client pays such unpaid Fees.
5) 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
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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.
6) 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(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.
7) 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.
8) 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.
9) 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 119.01](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:
i. keep and maintain all Public Records made or received in conjunction with the
Agreement.
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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 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. .With respect to Florida Public Records Act,Chapter 119.0701(2)(B)(3), Smarsh will ensure that Smarsh
does not disclose any Public Records that are exempt or confidential and exempt from publics record
disclosure requirements, except for disclosures (i) to the Client, (ii) as authorized by the Client, or (iii)
as authorized by applicable law. This obligation shall exist both during the term of the Agreement and
following completion of the Agreement, and shall last until all Client Data is returned to the Client in
accordance with paragraph 14.3(iv) or the deletion and destruction of the Client Data in accordance
with paragraph 14.7. Except as stated above, Smarsh will have no further obligation under F.S.
119.,0701(2)(B)(3).
14.5. 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.
14.6. 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.
14.7. 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.
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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 EMAIL
AND ADDRESS BELOW:
PUBLIC RECORD CUSTODIAN: Brian Bradley, % Monroe County
Attorney's Office
ADDRESS: 1111 12TH St., Suite 408, Key West FL 33040
EMAIL: Bradley® ria (g onroecounty-f1.gov
TELEPHONE: (305) 292-3470
14.8. 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 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.
14.9. 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 every12 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.
14.10. 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.
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14.1. Public Entity Crime Statement: By entering in this Agreement,Smarsh acknowledges that it has read the
below and states that neither Smarsh nor any Affiliate has been placed on the convicted vendor list within
the last 36 months.
A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on a contract to provide any goods or services to a public
entity, may not submit a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real property to public entity, may
not be awarded or perform work as a contractor, supplier, subcontractor, or contractor under a
contract with any public entity, and may not transact business with any public entity in excess of
the threshold amount provided in Section 287.077, for category two for a period of 36 months from
the date of being placed on the convicted vendor list. As used herein, the term "convicted vendor
list"means a list maintained by the Florida Department of Management Services, as defined in F.S.
287.733.
14.2. Ethics Clause(required for all contracts by Monroe County Ordinance No.10-1990): "By entering in this
Agreement, Smarsh warrants that it has not employed, retained or otherwise had act on its behalf any
former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer
or employee in violation of Section 3 of Ordinance No.010-1990. For breach or violation of this provision the
County may, in its discretion, terminate this Agreement without liability and may also, in its discretion,
deduct from the Agreement or purchase price,or otherwise recover,the full amount of any fee,commission,
percentage,gift,or consideration paid to the former County officer or employee.
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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
[ ] 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:
Date: Title:
Approved as to form and legal sufficiency:
Monroe County Attorney's Office 9/23/2024
n
tw
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2024 AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS
In accord ancewith Section 787.06(13),Florida Statutes,the undersigned,on behalf of thee ntity listed below("Entity"),
hereby attests under penalty of perjury as follows:
1. Smarsh does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled
"Human Trafficking."
2. This affidavit shall be valid until September 4,2025.
The undersigned is authorized to execute this Affidavit on behalf of Entity.
9.27.24
Date: 2024 Signed:
Entity: Smarsh Inc. Name:
Title:
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2024 AFFIDAVIT OF COMPLIANCE WITH SECTION 287.138, FL
In accordance with Section 287.138, Florida Statutes,the undersigned,on behalf of the entity listed below("Entity"),
hereby attests under penalty of
perjury as follows:
1. Smarsh is not owned by a government of a foreign country of concern;(2)a government of a foreign country
of concern does not have a "controlling interest" in Smarsh, as defined by Section 287.138(1)(a), Florida
Statutes;and (3) Smarsh is not organized under the law of nor has its principal place of business in a foreign
country of concern.For the purposes of this affidavit,foreign country of concern means the People's Republic
of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea,
the Republic of Cuba,the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, including any
agency of or any other entity of significant control of such foreign country of concern, as defined in Section
287.138(1)(c), Florida Statutes.
2. This affidavit shall be valid until September 4,2025.
The undersigned is authorized to execute this Affidavit on behalf of Entity.
Date: 9.27.24 2024Signed:
Entity: Smarsh Inc. Name:
Title:
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