Amendment to Agreement Page 1 of 5 Form 2.2.1 (2018-01-12) DocuSign ContractLifecycle Management Master Services Agreement AMENDMENT NO. 2 TO AGREEMENT NO. C2021- 302
DocuSign ContractLifecycleManagementMaster Services Agreement City Budget Code:10011101-53250
This AmendmentNo. 2 (“Amendment”) to City AgreementNo.C2021-302, entitledDocuSign Contract LifecycleManagementMaster Services Agreement (“Agreement”), by and betweenthe City of Napa, a Californiachartercity (“City”), and DocuSign Inc., a DelawareCorporation (“Consultant”), is effectiveon the EffectiveDate identifiedon thesignaturepage.
RECITALS
A. City and Consultantenteredintothe Agreement, effectiveSeptember2, 2021 for an amount not to exceed $47,275.34, pursuantto which Consultant agreedto performcertainservices describedin the Agreement (“Services”), generallyincludinginitialsetup of both DocuSign E -Signatureand DocuSign CLM ContractLifecycleManagement) systems. City andConsultantpreviouslyenteredintoAmendmentNo. 1 to the Agreement , effectiveMay 5, 2022.
B. City has determined that additional S ervices (“ Additional Services”) are required to continue, modify, or expand the Services performed under the Agreement , as set forth in the Scope of Additional Services and Schedule of Performance, attached hereto as Exhibit “ A” and incorporated herein by reference.
NOW, THEREFORE, the City and the Consultant, for the mutual consideration described herein, agree as follows:
1. INCORPORATION BY REFERENCE . Unless otherwise specified, all subsequent references to the Agreement are deemed to mean the original Agreement as modified by any amendmentspreceding this Amendment, if any. This Amendment incorporates the Agreement by reference, except and only to the extent that any terms or conditions of the Agreementare specificallymodifiedby this Amendment. All terms and conditions in the Agreement that are not specificallymodified by this Amendment remain in full force and effect.
2. SCOPE OF ADDITIONAL SERVICES . Consultant will perform the Additional Services described in Exhibit “A” inaccordance withthe termsand conditionsof this Amendment .
3. PAYMENT. City will compensate Consultant for satisfactory performanceof the AdditionalServices in an amountnot to exceed $167,356.95. The cumulativetotalcompensationpayableto the Consultantwillnot exceed $218,712.35 withoutpriorwrittenauthorizationfrom the City (based on $51,355.40 for the original Agreementand any prioramendmentsthereto, plus $167,356.95 for this Amendment).
4. ENTIRE AGREEMENT. The Agreement, as modified by this Amendment, constitutes the entire integrated understanding between the parties concerning the Additional Services. This Amendment supersedes all priornegotiations, agreementsand understandingsregardingtheAdditionalServices, whether writtenor oral. The documentsincorporatedby reference into this Amendmentare complementary; what is called for in one is binding as if called for in all , except and only to the extent otherwise specified. If any provisionin an exhibitto thisAmendmentconflictswithor is inconsistentwith a provisionin the body of this Amendment, the provisions in the body of this Amendment will control over any such conflicting or inconsistent provisions.
5. SIGNATURES . The individuals executing this Amendment represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Amendment on behalf of the respective legal entities of Consultant and City. This Amendment shall inure to the benefit of and be binding upon the partiesheretoand theirrespectivesuccessors and authorizedassigns.
DocuSign Envelope ID: 3B5BE760- 11A9-4E9A- 9D15-5089E5F87227DocuSignEnvelopeID: 81CB97FE- 7156-4327-9FC6-E253AAEC1DE0 Amendment to Agreement Page 2 of 5 Form 2.2.1 (2018-01-12) DocuSign ContractLifecycle Management Master Services Agreement IN WITNESS WHEREOF, the Parties have executed this Amendment to be effective on the Effective Date set forthbelow.
CITY: CONSULTANT:
CITY OF NAPA, a California charter city DocuSign Inc., a DelawareCorporation By: __________________________
Tiffany Carranza
City Clerk
By:
BeatrizBenjamin
Senior Manager, Revenue Operations
Date:
Effective Date ”)
COUNTERSIGNED:
APPROVED AS TO FORM:
DocuSign Envelope ID: 3B5BE760- 11A9-4E9A- 9D15-5089E5F87227
SABRINA WOLFSON
Deputy City Attorney
JOY RIESENBERG
City Auditor
September 27, 2022 | 8: 28: 51 AM PDT
DocuSign EnvelopeID: 81CB97FE- 7156-4327-9FC6-E253AAEC1DE0 Amendment to Agreement Page 3 of 5 Form 2.2.1 (2018-01-12) DocuSign ContractLifecycle Management Master Services Agreement EXHIBIT “ A”
SCOPE OF ADDITIONAL SERVICES AND SCHEDULE OF PERFORMANCE The Consultant will performthe Additional Services described below, withinthe specified times:
DocuSign Envelope ID: 3B5BE760- 11A9-4E9A- 9D15-5089E5F87227DocuSignEnvelopeID: 81CB97FE- 7156-4327-9FC6-E253AAEC1DE0 Amendment to Agreement Page 4 of 5 Form 2.2.1 (2018-01-12) DocuSign ContractLifecycle Management Master Services Agreement DocuSign Envelope ID: 3B5BE760- 11A9-4E9A- 9D15-5089E5F87227DocuSignEnvelopeID: 81CB97FE- 7156-4327-9FC6-E253AAEC1DE0 Amendment to Agreement Page 5 of 5 Form 2.2.1 (2018-01-12) DocuSign ContractLifecycle Management Master Services Agreement DocuSign Envelope ID: 3B5BE760- 11A9-4E9A- 9D15-5089E5F87227 Tiffany Carranza
City Clerk
CITY OF NAPA
September 27, 2022 | 8: 28: 51 AM PDT
DocuSign EnvelopeID: 81CB97FE- 7156-4327-9FC6-E253AAEC1DE0 Beatriz Benjamin
Senior Manager, Revenue Operations
September 28, 2022