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MAR 2 4 2021
(Mi K-e �cjt..,r��+4 Order Form
Order Form no.:
Pricing not valid after 30 days.
Products: ❑i� Ediscovery
Payment terms: Net 30 days
Customer
Customer Name: Cityof Santa Ana
Contact: Mike Feiner
Address: 20 Civic Center Plaza
Santa Ana, CA 92701
Phone: 714-647-5384
Email: mfetner@santa-ana.org
Case Builder Loyalty Program
N-2021-049
3700 N. Capital of Texas Hwy
info0csdism.com
Suite 150
833.653.4726
Austin, IS 78746
www.csdlsc..com
MProfessional Services ❑X Managed Review
Billing (ifdifferent than Customer)
Billing Name:
City of Santa Ana
Billing Contact:
Mike Feiner, Information Technology
Billing Email:
mfetner@santa-ana.org
Billing Address:
20 Civic Center Plaza #M-42
Santa Ana, CA 92702
Billing Phone: 714-647-5373
DISCO Account Executive
Name: Chris Connelly
Phone: (818) 470-2854
Email: connelly@csdisco.com
This Order Form, together with the DISCO Terms and Conditions at htmc//www,vsdiscn cnm/terms indmndtions, the specific terms in ant' schedules attached to this Order
Fotm, and any statements of work agreed to by the parties from time to time, form the Agreement bemeen if, parties. Please review, the Trans and Conditions carefully before
signing below, as your signature below constitutes Customer's consent to be bound be the Agreement. It for anv reason you are unable to view the DISCO Terms and Conditions
online at the C4'eb site given above, please contact your Account 53ccutive immediately.
Pursuant to the Agreement, Customer is purchasing the DISCO Software and any professional Services described herein. The Agreement begins on the date both parties sign this
Order Form and shall continue unless treo roared in accordance with the Agreement.
Special canditions applicable to this Order Fonn, if any:
See Schedule D for special conditions.
Customer
Signed in counterpart
Name:
Tide:
Date:
APPROVED AS TO FORM
JoM M. Punk Asniu m City Am rmy
CS Disco, Inc.
4,xa,W�
Name: Andrew Shimek
Title: Chief Revenue Officer
Date: March 19, 2021
N-2021-049
ATTEST: CITY OF SANTA ANA:
a�
Daisy Gomez Kristine Ridge
Clerk of the ouncil City Manager
RECOMMENDED FOR APPROVAL:
Jack Crulla
Chief Technology Innovations Officer
Information Technology Department
Order Porto Schedule A —DISCO Ediscovery
1. Scope. DISCO Ediscovery is DISCO's end -to -end cloud -based ediscovery offering, including processing, ECA, hosting, search, review,
analytics, workflow, productions, and related functionality, as described atwww.csdisco.com.
2. Data Under Management. Data in the Software may reside in Active Review, in ECA, or in Vault. DISCO measures data volume after
uncompressing compressed files used to transport the data but before all other decompression and other processing.
a. Active Review. $40 per GB per month.
Active Review includes full use of DISCO Ediscovery.
b. ECA. $20 per GB one-time ingest fee, which includes a 90-day initial ECA period for each ingest at no additional charge, plus $5 per
GB per month after the initial ECA period.
Early case assessment ("ECA") is a facility that allows Customers to ingest and explore data to identify data to cull or promote to active
review. ECA also may be a long-term repository for data that was not promoted to active review initially, but that may be promoted later
as Customer's needs change. ECA tunctionalin� includes standard test-and-metadam only search and filtering, but does not include review
or production.
c. Vault. $5 per GB per month.
Customer may place inactive data in Vault nearline storage ("Vault') for long-term retention. Vault data must come from either ECA or
Active Review. Vault is not intended for ordinary lulls in case activity such as the time between active discovery and motions for summary
judgment or between motions for summary judgment and vial. Vault is intended for use, for example, when a case is stayed for a long
period of time such as during an appeal or because a patent is in patent office review or in other similar circumstances. Vault functionality
includes only limited search for purposes of identifying data to restore.
d. Movement of Data between Active Review, ECA, and Vault. Data may be ingested into Active Review or ECA. Absent notification
from Customer, all data ingested will be ingested into Active Review. Data in Active Review may be demoted to Vault at any time. Data
in ECA or Vault may be promoted to Active Review at any time. Customer must notify DISCO in a written communication to DISCO
professional services of Customer's election to ingest data into ECA or move data from ECA to Active Review or from Active Review
to Vault.
e. Removing Data or Deactivating a Database. Data may be removed at any time with notice specifically identifydng the data to be
removed. To deactivate an entire database, Customer must deactivate the database in DISCO Ediscovery or complete the deactivation
request form available on DISCO's support website. Instructions to deactivate a database delivered in any other wav will not be effective.
3. Payment Terms. DISCO will send invoices monthly, at the start of each month. Each invoice will be based on the highest data volume
during the previous month. For example, if Customer first loads 50 GB of data on May 10, and then removes 30 GB of data on May 25,
DISCO will send the invoice dated June 1 and will include on the invoice access for May based on the 50 GB volume, and access for June
based on the 20 GB volume. If Customer then loads a further 10 GB of data on June 10, DISCO will send an invoice dated Julv 1 that
includes the additional 10 GB volume in June as well as the total 30 GB volume for July. Data that is in more than one of Active Review,
ECA, or Vault in a given month will be billed at the highest applicable rate for that month. A minimum charge of $500 per database per
month applies.
4. Terms of Use. DISCO does not support or allow using the software as a processing tool for data to be loaded into another review platform
DISCO Propietap ,.I Co,Jikntm!InJarmotion—Da aDirr! r
Order Form Schedule B — DISCO Professional Services
1. Standard Support. DISCO will give Customer access to Documentation, videos, and all knowledge base or support resources available
online and will provide technical support through the email addresses and telephone numbers identified in the Software or online at
www csdisco.com. Standard Support includes items such as troubleshooting Software issues, basic answers regarding bow to use the Software,
and ongoing best practices and DISCO tips through entails and events. Standard Support is included in the price of the Software.
2. Scope. DISCO will provide professional services on demand at the following rates. DISCO will bill for services in 1/4-hour increments. The
descriptions provided below are not comprehensive but are illustrative of the types of services that constitute billable services, to be invoiced
at rates shown below, plus any actual out-of-pocket expenses.
Service Offering
Price/Hour
Description
Project Management
$250
Executing tasks in the Software on behalf of Customer, for example setting
up tags, folders, searches, review stages, and search terms; running
productions; moving data between Active Review, EGA, and Vault; training;
custom reporting, and general consulting on best practices about use of the
Software.
Data Operations
$250
Performing data -related tasks, for example creating new databases,ingesting
data and resolving ingest exceptions, data and load file remediation, overlays,
culling, archiving, custom data manipulation, custom reporting and Case
Builder deposition imports.
Revgew Management
$250
Overseeing end -to -end review needs including substantive training for
review team, monitoring review team metrics, communicating client
instructions among review team members and communicating review team
questions to client, implementing best practices for quality control, and
targeting review populations most likely to contain priority content.
Consulting
$495
Consulting on best practices for applying DISCO technology, including
DISCO Al.
Forensic Collection and Consulting
$350
Forensic consultation, preservation, and analysis of cloud or on -premise data
sources.
Forensic Travel Time
3175
Time spent while traveling to perform forensics services.
Forensic Expert Testimony
$600
Testifying in depositions, arbitrations, or in court; time spent preparing for
testimony or reviewing testimony; preparing written depositions or
testimony.
Forensic Capture of Wcbmail Account
$350 per
Remote collection of standard web -based email accounts.
account
Deposition Summary Services
$495
Annotating deposition transcripts in Case Builder and/or providing
summaries of transcripts.
Other Professional Services _P�'
Other Professional Services
$250
All other tasks performed by DISCO professional services that do not fall
within the other categories fisted above.
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Order Form Schedule C — DISCO Managed Review
1. Scope. Managed Review uses U.S.-based contract attorneys as reviewers. DISCO project managers manage and monitor the review
process, manage review site logistics, train reviewers, design and administer workflow, and provide daily progress reporting. Use of a
DISCO project manager in accordance with the DISCO Professional Services Schedule is required in addition to the contract reviewers.
2. Pricing. Pricing models include hourly rates, blended rates, and per document. A price and time guarantee is also available,
3. Payment Terms. All Managed Review projects are invoiced semimonthly with invoices payable 15 days from the date of the invoice.
Customer understands that prompt payment is of the essence. DISCO reserves the right to suspend performance in the event of
Customer's failure to pay on time.
4. Statement of Work. Customer and DISCO agree that no Managed Review will begin until the parties execute a separate Statement of
Work.
DISCO P,,1,d Band Canfideu 1W —Do Not Dadore
Order Form Schedule D — Special Conditions
1. Agreement Scop . This Agreement applies solely to the database opened or undated in relation to
Customer's Public Records matter.
2. Active Review Price. Section 2(a) of Schedule A is deleted in its entirety and replaced with the following:
"Active Review. $25 per GB per month. Active Review includes full use of DISCO Ediscovery."
3. Minanuun Charge. The last sentence in Section 3 of Schedule A is deleted and replaced with the following:
"A minimum charge of $400 per database per month applies."
4. Pwment Terms for Managed Review. The first sentence in Section 3 of Schedule Cis deleted in its entirety
and replaced with the following: "All Managed Review projects are invoiced semimonthly with invoices
payable 30 days from the date of the invoice."
5. Governing Law. In Section 9(c) of the DISCO Terms and Conditions, "State of Texas" is deleted and
replaced with "State of California". This modification to the Terms and Conditions will apply to any portion
of the Agreement or the Terms and Conditions.
6. Disputes. Section 9(e) of the DISCO Terms and Conditions is deleted in its entirety.
7. Term. The term of this Agreement shall be three (3) years, subject to the termination provisions set forth
herein, and the Agreement will not automatically renew.
8. Minirmun Database Charge during Term of Agreement. The minimum charge for one review database for
each year of the term of this Agreement will be 14,800, equal to the ininhnum monthly charge described
in Section 3 of Schedule A tunes 12 months. For three years, the rninimutn charge for one review database
will be $14,400, equal to the raun$mun monthly charge described in Section 3 of Schedule A times 36
months.
9. Not to Exceed (NTE) Arrou n . Charges to Customer under this Agreement shall not exceed $22,500 (the
"NTE Amount") during the term, or approximately $7,500 per year. The parties agree that any increase in
charges above the NTE Amount would require an amendment to this Agreement, which may be subject
to approval by the City Council for the City of Santa Ana. The parties further agree that, should charges to
Customer exceed the NTE Amount at any time during the term of this Agreement, DISCO will have the
right to suspend performance trader this Agreement until such time as the parties agree upon and execute
an amendment to this Agreement that includes an increase in the NTE Amount sufficient to pay both such
excess and the anticipated charges to Customer for the remainder of the term of the Agreement.
DISCO Pmpn',t yned Do NoI Dmdose