DocuSign Envelope ID: 3BB2C73E-3BC6-4B9D-B630-0433EDE63505 AMENDMENT NO. 1 TO AGREEMENT NO. C2021-302
DocuSign Contract Lifecycle Management Master Services Agreement City Budget Code: 41143-55003
This Amendment No. 1 ("Amendment") to City Agreement No. C2021-302, entitled DocuSign Contract Lifecycle Management Master Services Agreement ("Agreement"), by and between the City of Napa, a California charter city ("City"), and DocuSign, Inc., a Delaware corporation ("Consultant"), is effective on the Effective Date identified on the signature page.
RECITALS
A. City and Consultant entered into the Agreement, effective September 2, 2021 for an amount not to exceed $47,275.34, pursuant to which Consultant agreed to perform certain services described in the Agreement ("Services"), generally including initial set up of both DocuSign E-Signature and DocuSign CLM (Contract Lifecycle Management) systems.
B. City has determined that additional Services ("Additional Services") are required to continue, modify, or expand the Services performed under the Agreement, as set forth in the Scope of Additional Sen/ices 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 amendments preceding this Amendment, if any. This Amendment incorporates the Agreement by reference, except and only to the extent that any terms or conditions of the Agreement are specifically modified by this Amendment. All terms and conditions in the Agreement that are not specifically modified by this Amendment remain in full force and effect.
2. SCOPE OF ADDITIONAL SERVICES. Consultant will perform the Additional Services described in Exhibit "A" in accordance with the terms and conditions of this Amendment.
3. PAYMENT. City will compensate Consultant for satisfactory performance of the Additional Services in an amount not to exceed $4,080.06. The cumulative total compensation payable to the Consultant will not exceed $51,355.40 without prior written authorization from the City (based on $47,275.34 for the original Agreement and any prior amendments thereto, plus $4,080.06 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 prior negotiations, agreements and understandings regarding the Additional Services, whether written or oral. The documents incorporated by reference into this Amendment are 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 provision in an exhibit to this Amendment conflicts with or is inconsistent with a provision in 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 parties hereto and their respective successors and authorized assigns.
IN WITNESS WHEREOF, the Parties have executed this Amendment to be effective on the Effective Date set forth below.
ATTACHMENT 2
DocuSign Envelope ID: 3BB2C73E-3BC6-4B9D-B630-0433EDE63505 CITY:
CITY OF NAPA, a California charter city
UMa
,SityCle[
By:
Tiffany Carranz
CONSULTANT:
DocuSign, Inc., a Delaware corporation
By:
DocuSigned by:
!^U^Y\/^ ^UA^tWllA-
•Ans^Fdnfi
Beatriz Benjamin
Senior Manager, Revenue Operations
ATTEST:
•Gs\ i idtitl i<fP-asctae, Deputy City Clerk U
'\\- «u^ CA^'<^TZ-^
<]^Ti^D-^Date:
("Effective Date")
•DS
ec,
•DS
&C
COUNTERSIGNED:
^
Joyiese
J^^)l^i J\nj?A_^^
'erg, City Auditor
APPROVED AS TO FORM:
k
Michael W.^arrett, (f'Ay Attorney
Sabrina S. Wolfson, Deputy City Attorney
ATTACHMENT 2
DocuSign Envelope ID: 3BB2C73E-3BC6-4B9D-B630-0433EDE63505 EXHIBIT "A"
SCOPE OF ADDITIONAL SERVICES AND SCHEDULE OF PERFORMANCE The Consultant will perform the Additional Services described below, within the specified times:
Quote Number: Q-00747882
Address Information
Bill To:
City of Napa
955 School St,
Napa, CA, 94559
United States
Billing Contact Name:
Tiffany Carranza
Billing Email Address:
[email protected]
Billing Phone:
707-257-9661
Ship To:
City of Napa
P.O. BOX 660,
Napa, CA, 94559-0660
United States
Shipping Contact Name:
Kimberly Rice
Shipping Email Address:
[email protected]
Shipping Phone:
+1 707-257-7777
Order Details
Order Start Date: May 2, 2022
Order End Date: Sep 5, 2022
Billing Frequency: Annual
Payment Method: Check
Payment Terms: Net 30
Currency: USD
Products
Product Name
DocuSign CLM - Standard User -Seat Sub.
Start Date
May 2, 2022 Sep 5, 2022
May 2, 2022 Sep 5, 2022"
End Date Quantity Net Price
20 $3,344.31
Enterprise Premier SupportT—- $735.75
Grand Total: $4,080.06
Amendment to Agreement Page 3 of 5
DocuSign Contract Lifecycle Management Master Services Agreement Form 2.2.1 (2018-01-12)
ATTACHMENT 2
DocuSign Envelope ID: 3BB2C73E-3BC6-4B9D-B630-0433EDE63505 Order Special Terms
Terms & Conditions
This Order Form is governed by the terms Master Services Agreement available online at:
https://www.docusian.com/company/terms-and-conditions/msa and the applicable Service Schedule(s) and Attachments for the DocuSign Services described herein available online at https.V/www.docusian.com/comDany/terms-and-conditions/msa-service-schedules, Billing Information
Prices shown above do not include any state and local taxes that may apply. Any such taxes are the responsibility of the Customer and will appear on the final Invoice.
Is the contracting entity exempt from sales tax?
Please select Yes or No:
If yes, please send the required tax exemption documents immediately to taxexempt@docusign. com.
Invoices for this order will be emailed automatically from invoicina(a)docusign.com. Please make sure this email is on an approved setting or safe senders list so notifications do not go to a junk folder or caught in a spam filter.
Purchase Order Information
Is a Purchase Order (PO) required for the purchase or payment of the products on this Order Form?
Please select Yes or No:
If yes, please complete the following:
PO Number:
PO Amount: $
Amendment to Agreement Page 4 of 5
DocuSign Contract Lifecycle Management Master Services Agreement Form 2.2.1 (2018-01-12)
ATTACHMENT 2
DocuSign Envelope ID: 3BB2C73E-3BC6-4B9D-B630-0433EDE63505 By signing this Agreement, I certify that I am authorized to sign on behalf of the Customer and agree to the Terms and Conditions of this Order Form and any documents incorporated herein.
Customer
Signature:
Name: ~\ \. ^4^K^ L&(y^Uv\ "^C^ Name:
Job Title: Fyl^ CU*^ Job Title:
Date: Tt^ (-2-^^ Date:
DocuSign, ^_oocus,ane«.y:
Inc. f . ,' .
Signature: | ^^Y\fl] C^^IIA.
•6B85A52A083E408..
Beatnz Benjamin
Senior Manager, Revenue Operations
Apr-il 26, 2022
•DS
6^
Amendment to Agreement Page 5 of 5
DocuSign Contract Lifecycle Management Master Services Agreement Form 2.2.1 (2018-01-12)
ATTACHMENT 2
DocuSign
Certificate Of Completion
Envelope Id: 3BB2C73E3BC64B9DB6300433EDE63505
Subject: Please DocuSign: City of Napa - Add-on
EnvelopeType:
Source Envelope:
Document Pages: 5 Signatures: 2
Certificate Pages: 5 Initials: 3
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: Original
4/26/2022 3:02:44 PM
Signer Events
Evan Goldstein
[email protected]
Security Level: Email, Account Authentication
(None)
Holder: Jennifer Drouillard
[email protected]
Signature
-DS
eo
Signature Adoption: Pre-selected Style
Signed by link sent to
[email protected]
Using IP Address: 173.79.125.125
Status: Completed
Envelope Originator:
Jennifer Drouillard
221 Main Street
Suite 1000
San Francisco, CA 94105
[email protected]
IP Address: 174.21.172.211
Location: DocuSign
Timestamp
Sent: 4/26/2022 3:06:52 PM
Viewed: 4/26/2022 4:26:48 PM
Signed: 4/26/2022 4:27:11 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Ben Chester
[email protected]
DocuSign, Inc.
Signing Group: AOR
Security Level: Email, Account Authentication
(None)
DS
Sti
Sent: 4/26/20224:27:13PM
Viewed: 4/26/2022 4:33:10 PM
Signed: 4/26/2022 4:41:44 PM
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 73.158.180.144
Electronic Record and Signature Disclosure:
Accepted: 1/19/2021 10:20:16AM
ID:f9cb3166-b01f-4c57-abca-OaOf6a16774a
Beatriz Benjamin
[email protected]
Senior Manager, Revenue Operations
DocuSign, Inc.
Signing Group: AOA
Security Level: Email, Account Authentication
(None)
Q
•DocuSigned by:
^urfn^ l^u^iwiiA,
•6B85A52A083E408.
Signature Adoption: Pre-selected Style
Signed by link sent to
[email protected]
Using IP Address: 76.126.215.194
Sent: 4/26/20224:41:45PM
Viewed: 4/26/2022 4:49:26 PM
Signed: 4/26/2022 4:49:36 PM
Electronic Record and Signature Disclosure:
Accepted: 12/20/2021 12:58:46 PM
ID:d8fca25d-e9a3-4556-9a75-19fb4005681d
In Person Signer Events
Editor Delivery Events
Signature
Status
Timestamp
Timestamp
ATTACHMENT 2
Agent Delivery Events
Intermediary Delivery Events
Certified Delivery Events
Carbon Copy Events
Witness Events
Notary Events
Envelope Summary Events
Envelope Sent
Certified Delivered
Signing Complete
Completed
Payment Events
Status
Status
Status
Status
Signature
Signature
Status
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Status
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamps
4/26/2022 3:06:52 PM
4/26/2022 4:49:26 PM
4/26/2022 4:49:36 PM
4/26/2022 4:49:36 PM
Timestamps
Electronic Record and Signature Disclosure
ATTACHMENT 2
Electronic Record and Signature Disclosure created on: 10/17/2018 1:49:32 PM Parties agreed to: Ben Chester, Beatriz Benjamin
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, DocuSign, Inc. (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign,Inc. (DocuSign) electronic signing system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after signing session and, if you elect to create a DocuSign signer account, you may access them for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.
ATTACHMENT 2
How to contact DocuSign, Inc.:
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:
To contact us by paper mail, please send correspondence to:
DocuSign, Inc.
221 Main St,
Suite 1000
San Francisco, CA 94105
To advise DocuSign, Inc. of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at and in the body of such request you must state: your previous e-mail address, your new e-mail address. Please reach out to the sender of the envelope if you want to change your email address..
In addition, you must notify DocuSign, Inc. to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in the DocuSign system.
To request paper copies from DocuSign, Inc.
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. Please reach out to the sender of the envelope if you want to request paper copies.
To withdraw your consent with DocuSign, Inc.
To inform us that you no longer want to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your DocuSign session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to and in the body of such request you must state your e-mail, full name, US Postal Address, and telephone number. Please reach out to the sender of the envelope if you want to withdraw your consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..
Windows® 2000, Windows® XP, Windows Vista®; Mac OS® X
Required hardware and software
Operating
Systems:
Tinal release versions of Internet Explorer® 6.0 or above (Windows only); Browsers: 'Mozilla Firefox 2.0 or above (Windows and Mac); Safari™ 3.0 or above j (Mac only)
ATTACHMENT 2
Reader: Acrobat® or similar software may be required to view and print PDF files !800 x 600 minimumScreen
Resolution:
Enabled Security ;..,
per session
** These minimum requirements are subject to change. If these requirements change, you will be asked to re-accept the disclosure. Pre-release (e.g. beta) versions of operating systems and browsers are not supported.
Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below.
By checking the 'I agree' box, I confirm that:
I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and
Until or unless I notify DocuSign, Inc. as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by DocuSign, Inc. during the course of my relationship with you.
ATTACHMENT 2
DocuSig:i bnvelopd ID: C213B49A-339F-46BO-84C8-27A80DDF9423
LIMITED POWER OF ATTORNEY
THIS LIMITED POWER OF ATTORNEY is made by DocuSign, Inc., a Delaware corporation with offices at 221 Main Street, Suite 1550, San Francisco, CA 94105, USA ("DocuSign"), effective as of the date set forth below.
DocuSign hereby makes, constitutes and appoints each of the individuals named below as its Attorney-in-Fact for the limited purposes described below, each such Attorney-in-Fact being hereby authorized to (a) execute and deliver on behalf of DocuSign any and all master subscription agreements; business development agreements; reseller, ISV and other partnership agreements; and other customer contracts (m each case, including any related statements of work, amendments, exhibits, addenda or and ancillary documents relating to the foregoing, and subject in each case to DocuSign's sales operations or other applicable internal policies); and (b) engage in any and all acts, things, and activities which are related to, incidental or conducive, directly or indirectly, to the attainment of the foregoing objective, including obtaining the notarization of any documents, all such actions taken in good faith by such Attomey-in-Fact being hereby ratified and approved by DocuSign.
Name
Chris Harris
Title
Anthony Rea
Catherine Choh
Vice President, Revenue Operations
Senior Director, Revenue Operations
Bruce Walter
Kunal Pathak
Senior Director, Revenue Operations
Senior Director, Revenue Operations
Claire Pease
Jessica 0'Connor
Director, Revenue Operations
Senior Manager, Revenue Operations
Senior Manager, Revenue Operations
Julie Helvestine
Beatriz Benjamin
Christopher Waecker
Andrew Villamor
Revenue Operations Contract
Specialist
Senior Manager, Revenue Operations
Senior Revenue Operations Manager
Senior Manager, Revenue Operations
The address for notices for each of the individuals named above is:
c/o DocuSign, Inc.
221 Main Street, Suite 1550
San Francisco, CA 94105
This Limited Power of Attorney is governed by the laws of California and shall remain valid until revoked by DocuSign in a writing delivered to the applicable Attorney(s)-in-Fact (email acceptable).
IN WITNESS WHEREOF, this Limited Power of Attorney has been executed on behalf of DocuSign as of the date set forth below.
DOCUSIGN, (NGocuSignedby:
su^l,^.p'..
Title: SVP, General Counsel & Secretary
Dated: 3u1y 23, 2021
DocuSigned by:
Witnessed by:
Name:
Address:
ICUi
@E
Brian Kelly
100 NW 79th St, Seattle, WA 98117
Witness occupation: vp & DePuty Genera1 counse1
ATTACHMENT 2
DocuSign
Certificate Of Completion
Envelope Id: C213B49A339F46B084C827A80DDF9423
Subject: Please DocuSign: DocuSign, Inc. - Power of Attorney - Rev Ops Signers_Final for Execution EnvelopeType:
Source Envelope:
Document Pages: 1 Signatures: 2
Certificate Pages: 2 Initials: 0
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: Original
7/23/2021 2:40:48 PM
Signer Events
Brian Kelly
[email protected]
VP & Deputy General Counsel
DocuSign, Inc.
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Tram Phi
[email protected]
General Counsel
DocuSign, Inc.
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events
Editor Delivery Events
Agent Delivery Events
Intermediary Delivery Events
Certified Delivery Events
Carbon Copy Events
Witness Events
Notary Events
Envelope Summary Events
Envelope Sent
Holder: Jeanette Richards
[email protected]
Signature
SEE.
•1796508F349;4E9...
Signature Adoption: Uploaded Signature Image
Using IP Address: 73.241.156.66
DocuSigned by:
T^^P(u'
•FFCD4331143D4C6..
Signature Adoption: Pre-selected Style
Using IP Address: 98.42.60.220
Signed using mobile
Signature
Status
Status
Status
Status
Status
Signature
Signature
Status
Hashed/Encrypted
Status: Completed
Wit...
Envelope Originator:
Jeanette Richards
221 Main Street
Suite 1000
SanFrancisco.CA 94105
[email protected]
IP Address: 12.202.171.35
Location: DocuSign
Timestamp
Sent: 7/23/2021 2:47:11 PM
Viewed: 7/23/2021 2:55:50 PM
Signed: 7/23/2021 2:56:06 PM
Sent: 7/23/2021 2:47:10 PM
Viewed: 7/23/2021 2:48:12 PM
Signed: 7/23/2021 2:48:18 PM
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamps
7/23/2021 2:47:11 PM
ATTACHMENT 2
Envelope Summary Events
Certified Delivered
Signing Complete
Completed
Status
Security Checked
Security Checked
Security Checked
Timestamps
7/23/2021 2:48:12 PM
7/23/2021 2:48:18 PM
7/23/2021 2:56:06 PM
Payment EventsStatusTimestamps
ATTACHMENT 2