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HomeMy WebLinkAbout7. 09/18/2025 Agreement 1,411� lw tl w W f ^III "111 ilw 11:P'ii ii I S P'Iw II i�� S -111 I P.ilw I i/ ''1 -111:M a ilw"u' 1114 1I I'All., ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Smarsh, Inc. Contract# Effective Date: 09/04/2025 Expiration Date: 09/04/2026 Contract Purpose/Description: Smarsh is a single source provider of comprehensive text message archiving across multiple cellular carriers. Smarsh's online platform allows for retention and production of correspondence initiated or received from County-owned cell phones to ensure compliance with Florida public records law Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Kayla Chanthavong CAY-Public Records (Name) (Ext.) (Department/Stop #) CONTRACT COSTS Total Dollar Value of Contract: $ 31,191.55 Current Year Portion: $ $31,191.55 (must be$100,000 or less) (If multiyear agreement then requires BOCC approval, unless the;orq d ctmmhfly ,e o,ro,d,k c "nN00,00 00 or hess) Budgeted?Yes No❑] Grant: $ N/A County Match: $ N/A Fund/Cost Center/Spend Category: 0001-Gen Gov-00 101-00084 ADDITIONAL COSTS Estimated Ongoing Costs: $ 1 000 /yr For: Public Records Compliance-Text Message Archiving (Not included in dollar value above) (e.g. maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES[Z] NO❑ CONTRACT REVIEW Reviewer Department Head Signature: Pedro J.Mercado D,;U'zozs'py°„v,P;,J-A o Gaelan P Jones Digitallysignedby Gaelan PJones County Attorney Signature: Data:2025.08.1714:06:00-04'00' 77�� Gaelan P Jones Digitally signedby Gaelan PJones Risk Management Signature: Date.2025.08.1714.06.12-04'00' Lisa Abreu Digitally signed by Lisa Abreu Purchasing Signature: Date.2025.08.17 16.1238-04'00' John Quinn Digitally signed by John Quinn OMB Signature: Date.2025.08.17 142225-04'00' Comments: Contract costs to be paid from FY26 budget.Ongoing cost represent cost of additional lines not included in subscription Per s. 14.9 of negotiated terms, contract requires evidence of coverage only. Risk approval on that basis Revised BOCC 4/19/2023 i oi,'i.s a p d P i d P )d P f� 911 F" "i �� s m a rs h2 Renewal - Monroe County, IFS. Account Rep Bethany Cloutier Customer Monroe County,FL Email bethany.cloutier@smarsh.com Service Address 500 Whitehead St Key West,Florida 33040-6351 Company Smarsh Inc. Billing Contact Jaclyn Flatt Prepared on 15-Aug-202S Contact Phone 305-292-3470 Valid until 30-Sep-2025 Contact Email flatt-jaclyn@monroecounty-fl.gov Start Date 04-Sep-2025 Technical Contact Gaelan Jones Renewal Date 04-Sep-2026 Billing Frequency Annual Order Type Renewal Services Unit Price Minimum Minimum Quantity Commitment Unified Platform-Professional Archive-SMG $460.85 1 $460.85 AT&T Mobile Message-Professional Archive Capture $87.80 342 $30,028.28 Verizon-Professional Archive Capture $87.80 8 $702.42 Smarsh Support Professional Support-Basic 1 Annual Recurring Service Fees Subtotal $31,191.55 One-Time Fees Subtotal $0.00 Contract Total $31,191.55 All prices quoted are before tax.Applicable taxes will be added at time of invoicing.If you are tax exempt,please send a Notes current copy of your tax-exempt certificate to accounting@smarsh.com US:+1(866)762-7741 UK:+44(0)800-048-8612 www.smarsh.com �� s m a rs h2 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 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 US:+1(866)762-7741 UK:+44(0)800-048-8612 www.smarsh.com .,i sma rsh Amendment to the Smarsh Service Agreement This Amendment ("Amendment") amends the Smarsh Service Agreement located at httrs://wwwsmarsh.com/leaal/ServiceAareement 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 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: 7.7 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 a 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 bythe other party except as expressly permitted bythis Agreement;and (b)that itwill 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 US:+1(866)762-7741 UK:+44(0)800-048-8612 www.smarsh.com .,i sma rsh 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. 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 partyclaims,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 accordancewith 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. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the jurisdiction or district in which the Client resides, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. 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 119.011(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. US:+1(866)762-7741 UK:+44(0)800-048-8612 www.smarsh.com .,i sma rsh 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. 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 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 pu blic 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. US:+1(866)762-7741 UK:+44(0)800-048-8612 www.smarsh.com .,i sma rsh 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, FLOPIDA STATUTES,TO TH E VEN DOP'S DUTYTO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE EMAIL AND ADDRESS BELOW: PUBLIC RECORD CUSTODIAN:Gaelan Jones ADDRESS:500 Whitehead St Key West,Florida 33040-6351 United States EMAIL:jones-gaelan@monroecounty-fl.gov 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 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 bySmarsh to provide services to Client under the Agreement 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 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. 14.10. 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 entitycrime may not submit a bid on a contract to provide any US:+1(866)762-7741 UK:+44(0)800-048-8612 www.smarsh.com .,i sma rsh 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 arnount provided in Section 287.077, for category two fora period of36 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. US:+1(866)762-7741 UK:+44(0)800-048-8612 www.smarsh.com .,i sma rsW 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 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 Christine Digitally signed by Christine Hurley Date:2025.09.18 Christine Hurley By Hurley _ ns42n4_n4,nn, Name: Date: Title: N/A APPROVED AS TO FORM AND LEGAL SUFFICMNCY MONROE COT TNTY ATTORNV �OFFICE �, :sn P'_Jones,Assstacit Coazn tkorrey, Date:. 09�27/2S Smarsh Inc.authorized signature BY 4&1.,of-a'a Name: Alex OpBroek Sep 16,2025 Date: Title: VP,Global Corporate Controller US:+1(866)762-7741 UK:+44(0)800-048-8612 www.smarsh.com .,i sma rsh 2025 AFFIDAVIT OF COMPLIANCE WSITH ANTI-HUMAN TRAFFICKING LAWS In accordance with Section 787.06(13), Florida Statutes,the undersigned,on behalf of the entity 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 4,2026. The undersigned is authorized to execute this Affidavit on behalf of Entity Sep 16,2025 Date: Signed: Entity:Smarsh Inc. US:+1(866)762-7741 UK:+44(0)800-048-8612 www.smarsh.com .,i sma rsh 2025 AFFIDAVIT OF COPMLIANCE 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 4,2026. The undersigned is authorized to execute this Affidavit on behalf of Entity Date: Sep 16,2025 Signed: Entity:Smarsh Inc. US:+1(866)762-7741 UK:+44(0)800-048-8612 www.smarsh.com BOARD OF COUNTY COMMISSIONERS County of Monroe Mayor James K. Scholl,District 3 The Florida Keys Mayor Pro Tem,Michelle Lincoln,District 2 Craig Cates,District 1 David Rice,District 4 Robert B. Shillinger,Jr.,CountyAttorney** �' Holly Merrill Raschein,District 5 y ,.,,. Pedro J.Mercado,Chief Assistant County Attorney** Christine Limbert-Barrows,Sr.Assistant County Attorney** Derek V.Howard,Sr.Assistant County Attorney** Office of the County Attorney Peter H.Morris,Assistant County Attorney** 1111 121 Street,Suite 408 Patricia Fables,Assistant County Attorney Key West,FL 33040 Joseph X.DiNovo,Assistant County Attorney** (305)292-3470 Office Kelly Dugan,Assistant County Attorney (305)292-3516 Fax AnjelicaHarden-Ivanoski,Assistant County Attorney Eve M.Lewis,Assistant County Attorney** Gaelan P.Jones,Assistant County Attorney Jeni-Lee MacLaughlin,Assistant County Attorney Ana Walter,Assistant County Attorney Donald Townsend,Jr.,Assistant County Attorney ** Board Certified in City,County&Local Govt.Law MEMORANDUM TO: Office of Management& Budget FROM: Gaelan P. Jones, Assistant County Attorney Public Records /Risk Management DATE: August 15, 2025 RE: Smarsh, Inc. — Sole Source Supplier To Whom it May Concern, This letter is to memorialize the Public Records Division's intent to acquire a one-year subscription for cellular text message archiving solution from Smarsh, Inc. as a sole-source supplier in accordance with Section 7(A) of the Monroe County Purchasing Policy. Both my predecessor and I undertook great lengths to search for a comprehensive text message archiving solution that provides support across multiple cellular carriers, without success. Smarsh, Inc. remains the sole supplier of an archival solution that captures text messages directly from multiple cellular providers and consolidates the messages within a single platform. This agreement with Smarsh will provide the County with automatic archival of text messages in a manner that does not permit messages to be altered or deleted by the individual phone users, allowing the County to remain in compliance with applicable public records law. If you have any questions or need further information, please feel free to contact me at(305)292- 3470. Sincerely, /s/Gaelan P. Jones Gaelan P. Jones Assistant County Attorney 78/6/2025 E(MM/DDIYYYY) A�" CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: WS Certificates Woodruff-Sawyer Oregon, Inc. PHONE 844-972-6326 (A/C,FAX No 5005 Meadows Road, Suite 415 HONE No Ext: Lake Oswego, OR 97035 ADDRESS: certificates@woodruffsawyer.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Atlantic Specialty Insurance Company 27154 INSURED SMARINC-04 INSURER B: Price Forbes Limited Smarsh Inc. 851 SW 6th Avenue, Suite 800 INSURERC: Portland, OR 97204 INSURER D INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:441393647 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER POLICY EFF POLICY EXP LIMITS LTR IN.JD WVD POLICY NUMBER MM/DDIYYYY MM/DDIYYYY TYPE OF INSURANCE A X COMMERCIAL GENERAL LIABILITY 7110147460010 8/1/2025 8/1/2026 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES Ea occurrence $1,000,000 X For.Vol.WC MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY❑ JECT PRO � LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: Global General Liab. $Included A AUTOMOBILE LIABILITY 7110147460010 8/1/2025 8/1/2026 CO EaMBINED accident SINGLE LIMIT $1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident Intl Cont Auto/DIC $1,000,000 A X UMBRELLALIAB X OCCUR 7110147460010 8/1/2025 8/1/2026 EACH OCCURRENCE $20,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $20,000,000 DED RETENTION$ $ A WORKERS COMPENSATION 4060428710010 3/15/2025 3/15/2026 X PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? ❑ NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B Primary Tech.E&O/Cyber B0507BJ2500071 8/1/2025 8/1/2026 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Operations of the Named Insured subject to the terms,conditions and exclusions of the policy issued by the Insurance Company. Technology Errors and Omissions coverage includes network security and privacy liability insurance. 1st Excess E&O/Cyber Liability Policy Number:CTX30094190500 Policy Period: 08/01/2025 to 08/01/2026 Insurance Company: Endurance American Specialty Insurance Company Per Claim/Aggregate: $ See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Evidence of Insurance ACCORDANCE WITH THE POLICY PROVISIONS. Smarsh Inc. 851 SW 6th Avenue, Suite 800 AUTHORIZED REPRESENTATIVE Portland, OR 97204 5 a"A,� @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: SMARINC-04 LOC#: ACOOR 0 ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Woodruff-Sawyer Oregon, Inc. Smarsh Inc. 851 SW 6th Avenue,Suite 800 POLICY NUMBER Portland,OR 97204 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Additional Named Insured Includes: Digital Reasoning Systems,Inc. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD