HomeMy WebLinkAboutA9259 - CARAHSOFT CONTRACT ABSTRACT
Contract
Company Name:
Company Contact:
Summary of Services:
Contract Price:
Funding Source:
Contract Term:
Carahsoft (DocuSign)
Jennifer Yeater (Carahsoft)/ Nicole J Ruiz (DocuSign)
DocuSign Subscription
Not to Exceed $ 61,660.50
1001025-40105
11/01/2022 - 10/31/2025
Contract Administration
Lead Department:
Contract Administrator:
Information Technology
Larry Klingaman
Contract Approvals
Council Approval:
Agenda Item No./ Resolution No.:
Agreement Number:
November 10, 2022
Item 1G
A9259
Contract Compliance
Exhibits:
Signatures:
Insurance:
Bonds:
N/A
Attached
N/A
N/A
Contract Prepared By: Information Technology
Submitted on: 10/20/2022 By: Valerie Rodriguez
DocuSign Envelope ID: 796FD457-EB40-4645-8A84-73713AF66711
CITY COUNCIL STAFF REPORT
DATE: NOVEMBER 10, 2022 CONSENT CALENDAR
SUBJECT: APPROVE PURCHASE OF DOCUSIGN ENTERPRISE PRO FROM
CARAHSOFT TECHNOLOGY CORPORATION FOR A THREE-YEAR
PERIOD
FROM: Teresa Gallavan, Interim City Manager
BY: Information Technology Department
SUMMARY:
This action will authorize the purchase of DocuSign Enterprise Pro for Government from
Carahsoft Technology Corporation for a three-year period.
RECOMMENDATION:
1. In accordance with Section 7.09.010 “Cooperative Purchasing Programs,” of the Palm
Springs Municipal Code, authorize the purchase of DocuSign, an electronic signature
program, from Carahsoft Technology Corporation, pursuant to the California Multiple
Award Schedule (CMAS) Contract 3-12-70-2247E for an amount of $61,660.50 for a
three-year period (Attachment A).
2. Authorize the Interim City Manager to execute all necessary documents.
BUSINESS PRINCIPAL DISCLOSURE:
The Public Integrity Disclosure form from Carahsoft Technology Corp. is included as
Attachment B.
BACKGROUND:
The Procurement Division and Information Technology Department Staff partnered with
the City Manager in October of 2021 to implement an electronic signature program for the
City. The use of this electronic signature program makes it more efficient to sign contracts
and various other City documents. DocuSign was selected, and the City entered into a
one-year agreement to begin gaining the efficiencies of electronic signatures.
Item 1G - Page 1
DocuSign Envelope ID: 796FD457-EB40-4645-8A84-73713AF66711
City Council Staff Report
November 10, 2022-- Page 2
Authorize Purchase of DocuSign Enterprise for Government
STAFF ANALYSIS:
During the initial year, Staff determined that DocuSign was successful in effectively moving
documents, reducing the time and effort to process signatures. On average, DocuSign has
reduced the time to obtain the various signatures required on contracts from approximately
two weeks to two days. Staff determined the electronic signature platform continues to
provide value to the City and desires to keep using the technology.
Staff researched electronic signature providers and found that DocuSign is still a leader in
the industry and provides the highest level of protection on securing the documents from
tampering or editing. Staff has determined that the use of a cooperative contract was the
most cost-effective manner to purchase this needed program and is utilizing the CMAS
Contract to ensure the lowest price. Staff is recommending a three-year purchase to
continue the use of the DocuSign program for a total of $61,660.50 (Attachment C).
This purchase requires City Council approval in accordance with Municipal Code Title 7
adopted by Ordinance in July of 2021, which predicates approval levels based upon the
cumulative value of contracts and continuous purchases of the same goods or services.
City staff had previously authorized $24,503.21 for the first year of DocuSign.
ENVIRONMENTAL ASSESSMENT:
The requested City Council action is not a “Project” as defined by the California
Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the
whole of an action, which has a potential for resulting in either a direct physical change in
the environment, or a reasonably foreseeable indirect physical change in the
environment. The requested action is to approve contracts for the above-mentioned
services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does
not include: (5) Organizational or administrative activities of governments that will not
result in direct or indirect physical changes in the environment.
ALIGNMENT WITH STRATEGIC PLANNING:
The requested action aligns with the City Council Priority 4D, Good Governance.
FISCAL IMPACT:
Sufficient funds are budgeted and available in the current fiscal year in IT Department
Account 1001025-40105 and will be budgeted in future fiscal years.
REVIEWED BY:
Procurement Manager: Kim Baker
Department Director: Larry Klingaman
Deputy City Manager: Jeremy Hammond
Interim City Manager: Teresa Gallavan
Item 1G - Page 2
DocuSign Envelope ID: 796FD457-EB40-4645-8A84-73713AF66711
City Council Staff Report
November 10, 2022-- Page 3
Authorize Purchase of DocuSign Enterprise for Government
ATTACHMENTS:
A. Master Services Agreement
B. Business Disclosure Form
C. Quote
Item 1G - Page 3
DocuSign Envelope ID: 796FD457-EB40-4645-8A84-73713AF66711
ATTACHMENT A
Item 1G - Page 4
DocuSign Envelope ID: 796FD457-EB40-4645-8A84-73713AF66711
DOCUSIGN MASTER SERVICES AGREEMENT FOR NON-FEDERAL U.S. PUBLIC ENTITIES
This DocuSign Master Services Agreement for U.S. Public Entities (Non-Federal) (“MSA”) is made
between DocuSign, Inc., a Delaware corporation, (“DocuSign”) and the Customer identified in the Order
Form (“Customer”), together referred to as the “Parties” and each individually as a “Party.” Specific
services terms, product details and any applicable license and/or subscription terms may be set forth in
applicable Service Schedule(s), each of which become binding on the Parties and subject to this MSA
upon the provisioning of any DocuSign Services (defined below) to Customer. This agreement applies to
Customer only if Customer is (i) a United States state or local government or agency thereof, or (ii) a
United States public school (including both K-12 and university institutions), but only to the extent the
DocuSign Services are being used in an Authorized User’s official capacity as a state, local government,
or school official or employee (“Official Use”). Nothing in this agreement makes DocuSign a government
contractor for any federal, state, local, or foreign government.
Customer’s use of the DocuSign Services is governed by and incorporates the following d ocuments in
effect as of the date of last update of such documents, collectively referred to as the “Agreement” that
consists of:
1. any attachments and/or appendix(ices) to a Service Schedule;
2. Service Schedule(s); and
3. this MSA.
The applicable attachment(s), appendix(ices), and Service Schedule(s) are determined by the DocuSign
Service(s) purchased on the Order Form (Service Schedules corresponding to respective DocuSign
Services may be found here: (located at https://www.docusign.com/company/terms-and-
conditions/reseller-msa-service-schedules)). In the event of a conflict between any attachment, appendix,
Service Schedule or this MSA, the order of precedence is as set out above in descending order of control.
This offer by DocuSign is expressly conditioned on assent to the terms and conditions of this Agreement,
and any different or additional terms or conditions specified by Customer at any time in purchase ord ers
or other documentation are hereby rejected.
Resell Customer MSA Version: December 18, 2019.
Each Party agrees as follows:
TABLE OF CONTENTS
1. Definitions
2. Usage and Access Rights
3. Ownership
4. Security and Customer Data
5. Purchase Agreement
6. Term and Termination
7. Warranties and Disclaimers
8. Third-Party Claims
9. Limitation of Liability
10. Confidentiality
11. Governing Law and Venue
12. General
1. DEFINITIONS
“Account” means a unique account established by Customer to enable its Authorized Users to access
and use a DocuSign Service.
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DocuSign Envelope ID: 796FD457-EB40-4645-8A84-73713AF66711
DOCUSIGN MASTER SERVICES AGREEMENT FOR NON-FEDERAL U.S. PUBLIC ENTITIES
“Account Administrator” is an Authorized User who is assigned and expressly authorized by Customer as
its agent to manage Customer’s Account, including, without limitation, to configure administration settings,
assign access and use authorizations, request different or additional services, provide usage and
performance reports, manage templates, execute approved campaigns and events, assist in third-party
product integrations, and to receive privacy disclosures. Customer may appoint an employee or a third -
party business partner or contractor to act as its Account Administrator and may change its designation at
any time through its Account.
“Affiliate” of a Party means any entity that the Party directly or indirectly owns or controls more than fifty
percent (50%) of the voting interests of the subject entity. Any legal entity will be considered a Party’s
Affiliate as long as that interest is maintained.
“Authorized User” means one individual natural person, whether an employee, business partner,
contractor, or agent of Customer or its Affiliates who is registered by Customer to use the DocuSign
Services. An Authorized User must be identified by a unique email address and user name, and two or
more persons may not use the DocuSign Services as the same Authorized User. If the Authorized User is
not an employee of Customer, use of the DocuSign Services will be allowed only if the user is under
confidentiality obligations with Customer at least as restrictive as those in this Agreement and is
accessing or using the DocuSign Services solely to support Customer’s and/or Customer Affiliates’
internal business purposes.
“Confidential Information” means (a) for DocuSign and its Affiliates, the DocuSign Services and
Documentation; (b) for Customer and its Affiliates, Customer Data; (c) any other information of a Party,
including its Affiliates that is disclosed in writing or orally and is designated as confidential or proprietary
at the time of disclosure to the Party, including its Affiliates, receiving Confidential Information
(“Recipient”) (and, in the case of oral disclosures, summarized in writing and deliv ered to the Recipient
within thirty (30) days of the initial disclosure), or that due to the nature of the information the Recipient
would clearly understand it to be confidential information of the disclosing Party; and (d) the specific terms
and conditions of this Agreement between the Parties. Confidential Information does not include any
information that: (i) was or becomes generally known to the public through no fault or breach of this
Agreement by the Recipient; (ii) was rightfully in the Recipient’s possession at the time of disclosure
without restriction on use or disclosure; (iii) was independently developed by the Recipient without use of
or reference to the disclosing Party's Confidential Information; or (iv) was rightfully obtained by the
Recipient from a third party not under a duty of confidentiality and without restriction on use or disclosure.
“Customer” means the entity that has contracted with the Reseller for the purchase of applicable
DocuSign Services.
“Customer Data” means any content, eDocuments, materials, data and information that Customer or its
Authorized Users enter into the DocuSign Cloud Services, including, but not limited to, any Customer
personal data and information contained in eDocuments. Customer Data does not include any component
of the DocuSign Cloud Services or material provided by or on behalf of DocuSign.
“Documentation” means DocuSign's then-current technical and functional documentation for the
DocuSign Services as made generally available by DocuSign.
“DocuSign Cloud Service(s)” means any subscription-based, hosted solution that is supported and
operated on demand and provided by DocuSign under this Agreement.
“DocuSign Service(s)” means the products and services identified in a corresponding Order Form that are
provided by DocuSign.
“eDocument” refers to a contract, notice, disclosure, or other record or document deposited into the
DocuSign Cloud Service by Customer for processing.
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DocuSign Envelope ID: 796FD457-EB40-4645-8A84-73713AF66711
DOCUSIGN MASTER SERVICES AGREEMENT FOR NON-FEDERAL U.S. PUBLIC ENTITIES
“Internal business purposes” means Official Use by Authorized Users for Customer’s internal purposes.
“Order Form” means the online or paper ordering document or other document between Customer and
Reseller specifying the relevant DocuSign Services ordered and purchased by Customer from the
Reseller; in the event of a conflict related to the DocuSign Services purchased, services terms, product
details or descriptions or any applicable license and/or subscription terms (e.g., Order Start Dates and
Order End Dates) between an Order Form and the corresponding order form or other ordering docu ment
between Reseller and DocuSign, the conflicting terms in the order form or other ordering document
between Reseller and DocuSign will apply to Customer.
“Order End Date” means the end date for provision of a respective DocuSign Service specified in a
corresponding Order Form.
“Order Start Date” means the start date for provision of a respective DocuSign Service specified in a
corresponding Order Form.
“Professional Services” means any integration, consulting, architecture, training, transition, configu ration,
administration, and similar ancillary DocuSign Services that are set forth in an Order Form.
“Purchase Agreement” means the Order Form and any other agreement between Customer and Reseller
relating to Customer’s purchase of DocuSign Services from that Reseller.
“Reseller” means an entity that has contracted with DocuSign or one of DocuSign’s authorized
distributors to resell DocuSign Services and with which Customer has contracted directly to purchase
applicable DocuSign Services.
“Service Schedule” means the service-specific terms and conditions applicable to a particular DocuSign
Service or Services.
2. USAGE AND ACCESS RIGHTS.
2.1 Right to Use. DocuSign will provide the DocuSign Services to Customer as set forth in the Order
Form. Subject to the terms and conditions of this Agreement, DocuSign grants to Customer a worldwide,
limited non-exclusive, non-transferrable right and license during the Term, solely for its and its Affiliates’
internal business purposes, and in accordance with the Documentation, to: (a) use the DocuSign
Services; (b) implement, configure, and through its Account Administrator, permit its Authorized Users to
access and use the DocuSign Services; and (c) access and use the Documentation. Customer will
ensure that its Affiliates and all Authorized Users using the DocuSign Services under its Account comply
with all of Customer’s obligations under this Agreement, and Customer is responsible for their acts and
omissions relating to the Agreement as though they were those of Customer.
2.2 Restrictions. Customer shall not, and shall not permit its Authorized Users or others under its control
to, do the following with respect to the DocuSign Services:
(a) use the DocuSign Services, or allow access to it, in a manner that circumvents contractual
usage restrictions or that exceeds Customer’s authorized use or usage metrics set forth in this
Agreement, including the applicable Order Form;
(b) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make
any portion of the DocuSign Services or Documentation available for access by third parties except
as otherwise expressly provided in this Agreement;
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DocuSign Envelope ID: 796FD457-EB40-4645-8A84-73713AF66711
DOCUSIGN MASTER SERVICES AGREEMENT FOR NON-FEDERAL U.S. PUBLIC ENTITIES
(c) access or use the DocuSign Services or Documentation for the purpose of: (i) developing or
operating products or services intended to be offered to third parties in competition with the DocuSign
Services or, (ii) allowing access to its Account by a direct competitor of DocuSign;
(d) reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or
other trade secrets from or about any of the DocuSign Services or technologies, unless and then only
to the extent expressly permitted by applicable law, without consent;
(e) use the DocuSign Services or Documentation in a way that (i) violates or infringes upon the
rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity;
or (ii) effects or facilitates the storage or transmission of libelous, tortious, o r otherwise unlawful
material including, but not limited to, material that is harassing, threatening, or obscene;
(f) fail to interfere with or disrupt the integrity, operation, or performance of the DocuSign Services
or interfere with the use or enjoyment of it by others;
(g) use the DocuSign Services to create, use, send, store, or run viruses or other harmful computer
code, files, scripts, agents, or other programs, or circumvent or disclose the user authentication or
security of the DocuSign Cloud Service or any host, network, or account related thereto or use any
aspect of the DocuSign Services components other than those specifically identified in an Order
Form, even if technically possible; or
(h) use, or allow the use of, the DocuSign Services in violation of Section 12.5 (Trade Restriction).
2.3 Suspension of Access. DocuSign may suspend any use of the DocuSign Services, or remove or
disable any Account or content that DocuSign reasonably and in good faith believes violates this
Agreement. DocuSign will use commercially reasonable efforts to notify Customer prior to any such
suspension or disablement, unless DocuSign reasonably believes that: (a) it is prohibited from doing so
under applicable law or under legal process (such as court or go vernment administrative agency
processes, orders, mandates, and the like); or (b) it is necessary to delay notice in order to prevent
imminent harm to the DocuSign Services or a third party. Under circumstances where notice is delayed,
DocuSign will provide notice if and when the related restrictions in the previous sentence no longer apply.
2.4 Trial Usage. If Customer registers for a free trial, promotional offer, or other type of limited offer for
use of the DocuSign Services (“Free Trial”), Customer may be presented with additional terms and
conditions when registering for a Free Trial, and any such additional terms and conditions are hereby
incorporated into this Agreement by reference as a Service Schedule and are legally binding upon the
Parties. ANY DATA THAT CUSTOMER ENTERS INTO THE DOCUSIGN SERVICES, AND ANY
CONFIGURATIONS MADE BY OR FOR CUSTOMER, DURING THE FREE TRIAL WILL BE
PERMANENTLY LOST AT THE END OF THE TRIAL PERIOD UNLESS CUSTOMER: (a) PURCHASES
A SUBSCRIPTION TO THE SAME DOCUSIGN SERVICES AS THOSE COVERED BY THE TRIAL; (b)
PURCHASES AN UPGRADED VERSION OF THE DOCUSIGN SERVICES; OR (c) EXPORTS SUCH
DATA BEFORE THE END OF THE TRIAL PERIOD. CUSTOMER CANNOT TRANSFER DATA
ENTERED OR CONFIGURATIONS MADE DURING THE FREE TRIAL TO A DOCUSIGN SERVICE
THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, AND IN SUCH
SITUATION ANY CUSTOMER DATA OR CUSTOMIZATION WILL BE PERMANENTLY LOST.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION SECTION 7 (WARRANTIES AND DISCLAIMERS), FREE TRIALS ARE PROVIDED “AS-IS”
AND “AS AVAILABLE” AND, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WITHOUT ANY
REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND
DOCUSIGN’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO CUSTOMER’S
USE OF THE FREE TRIAL IS $100.
3. OWNERSHIP.
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DocuSign Envelope ID: 796FD457-EB40-4645-8A84-73713AF66711
DOCUSIGN MASTER SERVICES AGREEMENT FOR NON-FEDERAL U.S. PUBLIC ENTITIES
3.1 Customer Data. Customer Data processed using the DocuSign Services is and will remain, as
between Customer and DocuSign, owned by Customer. Customer hereby grants DocuSign the right to
process, transmit, store or disclose the Customer Data in order to provide the DocuSign Services to
Customer or, subject to the terms of Section 10.2 (Required Disclosure) below.
3.2 DocuSign Services. DocuSign, its Affiliates, or its licensors own all right, title, and interest in and to
any and all copyrights, trademark rights, patent rights, database rights, and other intellectual property or
other rights in and to the DocuSign Services and Documentation, any improvements, design
contributions, or derivative works thereto, and any knowledge or processes related thereto and/or
provided hereunder. All deliverables provided by or for DocuSign in the performance of Professional
Services, excluding Customer Data and Customer Confidential Information, are owned by DocuSign and
constitute part of the DocuSign Service(s) under this Agreement.
3.3 Third-Party Services and Materials. Customer may choose to purchase or otherwise obtain from
DocuSign products, services or materials that are provided or supported by third parties (“Third-Party
Services and Materials”) for use with DocuSign Services. DocuSign assumes no responsibility for, and
specifically disclaims any liability or obligation with respect to, any Third -Party Services and Materials that
are provided pursuant to the terms of the applicable third-party license or separate agreement between
the licensor of the Third-Party Services and Customer. DocuSign does not represent and/or warrant in
any manner that Third-Party Services and Materials are accurate, current, or comply with laws, rules
and/or regulations of, or are otherwise valid and enforceable in or appropriate for, the jurisdiction in which
the Third-Party Services and Materials are used or for Customer’s purposes.
3.4 Feedback. DocuSign encourages Customer to provide suggestions, proposals, ideas,
recommendations, or other feedback regarding improvements to DocuSign Services and related
resources (“Feedback”). To the extent Customer provides Feedback, Customer grants to DocuSign a
royalty-free, fully paid, sub-licensable, transferable (notwithstanding Section 12.2 (Assignability)), non -
exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import, and
otherwise exploit Feedback (including by incorporation of such feedback into the DocuSign Services)
without restriction; provided that such Feedback does not identify Customer, its Affiliates, or Authorized
Users, or include any Customer Data without Customer’s prior written consent.
4. SECURITY AND CUSTOMER DATA.
4.1 Data Storage/Transfer. If Customer or Customer Affiliate is established in the United Kingdom, a
Member State of the European Economic Area, or Switzerland, the Data Protection Attachment for
DocuSign Signature found at: https://www.docusign.com/company/terms-and-conditions/schedule-
docusign-signature/attachment-data-protection (“DPA”) applies to the processing of any Personal Data
(as defined in Section 1 of the DPA).
4.2 Security. DocuSign will use commercially reasonable industry standard security technologies in
providing the DocuSign Services. DocuSign has implemented and will maintain appropriate technical and
organizational measures, including information security policies and safeguards, to preserve the security,
integrity, and confidentiality of Customer Data and personal data and to protect against unauthorized or
unlawful disclosure or corruption of or access to personal data. Additional security obligations, if any, shall
be set forth or referenced in the applicable Service Schedule, attachment and/or appendix.
4.3 Customer Data. Customer is responsible for Customer Data (including Customer personal data) as
entered into, supplied or used by Customer and its Authorized Users in the DocuSign Services. Further,
Customer is solely responsible for determining the suitability of the DocuSign Services for Customer's
business and complying with any applicable data privacy and protection regulations, laws or conventions
applicable to Customer Data and Customer’s use of the DocuSign Services. Customer grants to
DocuSign the non-exclusive right to process Customer Data (including personal data) for the sole
purpose of and only to the extent necessary for DocuSign: (a) to provide the DocuSign Services; (b) to
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DocuSign Envelope ID: 796FD457-EB40-4645-8A84-73713AF66711
DOCUSIGN MASTER SERVICES AGREEMENT FOR NON-FEDERAL U.S. PUBLIC ENTITIES
verify Customer’s compliance with the restrictions set forth in Section 2.2 (Restrictions) if DocuSign has a
reasonable belief of Customer’s non-compliance; and (c) as otherwise set forth in this Agreement.
4.4 Use of Aggregate Data. Customer agrees that DocuSign may collect, use, and disclose quantitative
data derived from the use of the DocuSign Services for business purposes, including industry analysis,
benchmarking, analytics, and marketing. All data collected, used, and disclosed will be in aggregate and
deidentified form only and will not identify Customer, its Authorized Users, Customer Data, or any third
parties utilizing the DocuSign Services.
5. PURCHASE AGREEMENT.
Customer will comply with the terms of the Purchase Agreement. Customer acknowledges that
compliance with the terms of the Purchase Agreement is a material condition under this Agreement, and
if Reseller notifies DocuSign that Customer is in breach of such Purchase Agreement, DocuSign may
consider the Customer to be in breach of this Agreement.
6. TERM AND TERMINATION.
6.1 Term. The term of an Order Form and any associated Service Schedule(s) is the period of time,
including all renewals thereto, that begins on the Order Start Date and, unless terminated sooner as
provided herein, will continue until the Order End Date, both dates as specified on the Order Form (the
“Term”). The term of this MSA and this Agreement shall continue as long as an Order Form remains valid
and in effect. Notwithstanding anything else contained in this Agreement, DocuSign may, in its sole
discretion, immediately terminate any Order Forms, this Agreement and/or the provision of any DocuSign
Services in the event Customer is in breach of any terms or conditions of the Purchase Agreement.
6.2 Termination for Breach; Termination for Insolvency. If either Party commits a breach or default in the
performance of any of its obligations under this Agreement, then the other Party may terminate this
Agreement in its entirety by giving the defaulting Party written notice of termination, unless the breach or
default in performance is cured within thirty (30) days after the defaulting Party receives notice thereof.
Either Party may terminate this Agreement in its entirety upon written notice if the other Party becomes
the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or
liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement, or an
assignment for the benefit of creditors.
6.3 Termination for Convenience. Customer may terminate this Agreement and any Order Form or SOW
executed hereunder for its sole convenience with at least thirt y (30) days’ prior written notice to DocuSign.
In the event Customer terminates this Agreement, an Order Form or a SOW for convenience under this
section, Customer acknowledges and agrees that DocuSign will not be obligated to provide any pro -rated
refund to Customer for any prepaid fees received by DocuSign as of the date of termination and that all
fees not yet paid by Customer under the respective terminated Order Form or SOW (including those
attributable to the remainder of the Term) shall be due and pa yable as of the effective date of termination.
6.4 Post-Termination Obligations. If this Agreement expires or is terminated for any reason: (a) Customer
will pay to DocuSign any amounts owed by Customer to DocuSign that have accrued before, and remain
unpaid as of, the effective date of the expiration or termination; (b) any and all liabilities of either Party to
the other Party that have accrued before the effective date of the expiration or termination will survive; (c)
licenses and use rights granted to Customer with respect to DocuSign Services and intellectual property
will immediately terminate; (d) DocuSign’s obligation to provide any further services to Customer under
this Agreement will immediately terminate, except any such services that are expressly to be provided
following the expiration or termination of this Agreement; and (e) the Parties’ rights and obligations under
Sections 6.1, 6.3, 7.3, and 9 through 12 will survive.
7. WARRANTIES AND DISCLAIMERS.
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DOCUSIGN MASTER SERVICES AGREEMENT FOR NON-FEDERAL U.S. PUBLIC ENTITIES
7.1 DocuSign Service Warranties. DocuSign warrants that during the applicable Term, the DocuSign
Services, when used as authorized under this Agreement, will perform substantially in conformance with
the Documentation associated with the applicable DocuSign Services. Customer’s sole and exclusive
remedy for any breach of this warranty by DocuSign is for DocuSign to repair or replace the affected
DocuSign Services to make them conform, or, if DocuSign determines that the foregoing remedy is not
commercially reasonable, then either Party may terminate this Agreement.
7.2 Mutual Warranties. Each Party represents and warrants that: (a) this Agreement has been duly
executed and delivered and constitutes a valid and binding agreement enforceable against it in
accordance with the terms of this Agreement; and (b) no authorization or approval from any third party is
required in connection with its execution, delivery, or performance of this Agreement.
7.3 Disclaimer. Except for the express representations and warranties stated in this Section 7 (Warr anties
and Disclaimers) or a Service Schedule, DocuSign: (a) makes no additional representation or warranty of
any kind -- whether express, implied in fact or by operation of law, or statutory -- as to any matter
whatsoever; (b) disclaims all implied warranties, including but not limited to merchantability, fitness for a
particular purpose, and title; and (c) does not warrant that the DocuSign Services are or will be error -free
or meet Customer’s requirements. Customer has no right to make or pass on any representation or
warranty on behalf of DocuSign to any third party.
8. THIRD-PARTY CLAIMS.
Upon demand, Customer will: (1) defend DocuSign and its Affiliates and each of the foregoing’s
respective employees, directors, agents, and representatives (colle ctively, the “Indemnified Parties”) from
and against any actual or threatened third-party claim or legal or administrative agency action or
proceeding (a “Claim”) to the extent arising from or related to: (a) use of the DocuSign Services by
Customer or its Authorized Users; (b) any breach by Customer of its obligations under Section 2.2 (e)-(f)
(Restrictions) or Section 10 (Confidentiality); or (c) the nature and content of all Customer Data processed
by the DocuSign Services; and (2) indemnify the Indemnified Parties against all settlement amounts
agreed to in connection with any such Claim, all damages and costs awarded in connection with any such
Claim and all costs, expenses and losses incurred by any Indemnified Party in connection with a Claim
(including legal costs). Customer reserves the right, at its expense, to provide applicable Indemnified
Parties with prompt written notice of its intention to assume the exclusive defense and control of any
Claim (absent which DocuSign or other Indemnified Party, as determined by DocuSign, will control such
defense and may defend such Claim at Customer’s expense). Customer may not enter into any
settlement of any Claim unless DocuSign gives its prior written approval of the settlement.
9. LIMITATIONS OF LIABILITY.
9.1 Exclusion of Damages. UNDER NO CIRCUMSTANCES, AND REGARDLESS OF THE NATURE
OF THE CLAIM, SHALL DOCUSIGN (OR ITS AFFILIATES) BE LIABLE TO CUSTOMER FOR LOSS OF
PROFITS, SALES OR BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE OR
CORRUPTION OF SOFTWARE, DATA OR INFORMATION, WORK STOPPAGE OR ANY
CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES
ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THIS
AGREEMENT, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES..
9.2 Limitation of Liability. EXCEPT FOR DAMAGES RESULTING FROM DEATH OR BODILY INJURY
ARISING FROM DOCUSIGN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE EXTENT
PERMITTED BY LAW, THE TOTAL, CUMULATIVE LIABILITY OF DOCUSIGN (OR ITS AFFILIATES)
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED
HEREUNDER WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF
STATUTORY DUTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE
AMOUNTS PAID BY CUSTOMER TO RESELLER FOR THE DOCUSIGN SERVICE(S) GIVING RISE TO
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DOCUSIGN MASTER SERVICES AGREEMENT FOR NON-FEDERAL U.S. PUBLIC ENTITIES
THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING
RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS
CUMULATIVE LIMIT. THE PARTIES FURTHER ACKNOWLEDGE THAT CUSTOMER MAY HAVE
STATUTORY RIGHTS AGAINST DOCUSIGN FRANCE SAS AND CUSTOMER ACKNOWLEDGES AND
AGREES THAT ANY AMOUNTS RECOVERED BY CUSTOMER AGAINST DOCUSIGN FRANCE SAS
PURSUANT TO SUCH RIGHTS SHALL BE AGGREGATED WITH ANY OTHER CLAIMS HEREUNDER
FOR PURPOSES OF THE CAP ON DAMAGES SET FORTH ABOVE.
9.3 Independent Allocations of Risk. h provision of this Agreement that provides for a limitation of liability,
disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of this
Agreement between the Parties. This allocation is an essential element of the basis of the bargain
between the Parties. Each of these provisions is severable and independent of all other provisions of this
Agreement, and each of these provisions will apply even if the warranties in this Agreement have failed of
their essential purpose.
10. CONFIDENTIALITY.
10.1 Restricted Use and Nondisclosure. During and after the Term, Recipient will: (a) use the
Confidential Information of the other Party solely for the purpose for which it is provided; (b) not disclose
such Confidential Information to a third party, except on a need-to-know basis to its Affiliates, attorneys,
auditors, consultants, and service providers who are under confidentiality obligation s at least as restrictive
as those contained herein; and (c) protect such Confidential Information from unauthorized use and
disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own
Confidential Information of a similar nature..
10.2 Required Disclosure. If Recipient is required by law to disclose Confidential Information of the other
Party or the terms of this Agreement, Recipient will give prompt written notice to the other Party before
making the disclosure, unless prohibited from doing so by the legal or administrative process and
cooperate with the disclosing Party to obtain where reasonably available an order protecting the
Confidential Information from public disclosure. Notwithstanding the foregoing, Customer may comply
with any requirement under the Customer’s state law with respect to use and disclosure of public records
including without limitation any applicable “Freedom of Information” laws. If Customer is required by law to
disclose any information that would be considered to be Confidential Information under DocuSign’s
standard terms, Customer agrees to make reasonable efforts to notify DocuSign of such disclosure, to
limit such disclosure to only that information that is required to be disclos ed by law and to cooperate in
any effort reasonably made by DocuSign to prevent or limit such disclosure.
10.3 Ownership. Recipient acknowledges that, as between the Parties, all Confidential Information it
receives from the disclosing Party, including all copies thereof in Recipient’s possession or control, in any
media, is proprietary to and exclusively owned by the disclosing Party. Nothing in this Agreement grants
Recipient any right, title or interest in or to any of the disclosing Party’s Confidentia l Information.
Recipient’s incorporation of the disclosing Party’s Confidential Information into any of its own materials
will not render Confidential Information non-confidential.
10.4 Remedies. Recipient acknowledges that any actual or threatened breach of this Section 10
(Confidentiality) may cause irreparable, non-monetary injury to the disclosing Party, the extent of which
may be difficult to ascertain. Accordingly, the disclosing Party is entitled to (but not required to) seek
injunctive relief in addition to all remedies available to the disclosing Party at law and/or in equity, to
prevent or mitigate any breaches of this Agreement or damages that may otherwise result from those
breaches. Absent written consent of the disclosing Party to the disclosure, the Recipient, in the case of a
breach of this Section 10 (Confidentiality), has the burden of proving that the disclosing Party’s
Confidential Information is not, or is no longer, confidential or a trade secret and that the disclosure does
not otherwise violate this Section 10 (Confidentiality).
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DOCUSIGN MASTER SERVICES AGREEMENT FOR NON-FEDERAL U.S. PUBLIC ENTITIES
10.5 The Parties agree to work together to avoid disclosures of Confidential Information that would result
in economic loss or damage if such Confidential Information were to be disclosed to third persons by the
Recipient pursuant to a request submitted by an operation of applicable law.
11. GOVERNING LAW AND VENUE.
This Agreement is governed by the laws of the State of California, U.S.A., without reference to its
choice of law rules to the contrary. The Parties hereby irrevocably consent to the exclusive jurisdiction
of, and venue in, any federal or state court of competent jurisdiction located in Riverside County,
California, for the purposes of adjudicating any dispute arising out of this Agreement. To the extent
permitted by law, choice of law rules, the United Nations Convention on Contracts for the
International Sale of Goods, and the Uniform Computer Information Transactions Act as enacted shall
not apply. Notwithstanding the foregoing, either Party may at any time seek and obtain appropriate
legal or equitable relief in any court of competent jurisdiction for claims regarding such Party’s
intellectual property rights. Each Party hereby irrevocably waives, to the fullest extent permitted by
law, any and all right to trial by jury in any legal proceeding arising out of or relating to this
Agreement. Provisions of the Agreement pertaining to governing law and venue do not apply to
Official Use of the DocuSign Services to the extent such provisions are pr ohibited by Customer’s
state constitution or laws, in which case this Agreement is governed by the laws of Customer’s state.
12. GENERAL
12.1 Relationship. The Parties are independent contractors. This Agreement does not create a
partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
Except as set forth in this Agreement, nothing in this Agreement, expressed or implied is intended to give
rise to any third-party beneficiary.
12.2 Assignability. Neither Party may assign its rights or obligations under this Agreement without the
other Party’s prior written consent. Notwithstanding the foregoing, either Party may assign its rights and
obligations under this Agreement to an Affiliate as part of a reorganization, or to a purchaser of its
business entity or substantially all of its assets or business to which rights and obligations pertain without
the other Party’s consent, provided that: (a) the purchaser is not insolvent or otherwise unable to pay its
debts as they become due; (b) the purchaser is not a competitor of the other Party; and (c) any assignee
is bound hereby. Other than the foregoing, any attempt by either Party to transfer its rights or obligations
under this Agreement will be void.
12.3 Notices. Any notice required or permitted to be given in accordance with this Agreement will be
effective if it is in writing and sent using: (a) certified or registered mail; or (b) a nationally recognized
overnight courier, to the appropriate Party at the address set forth on the Order Form, with a copy, in the
case of DocuSign, to legal@docusign.com. Each Party hereto expressly consents to service of process
by registered mail. Either Party may change its address for receipt of notice by notice to the other Party
through a notice provided in accordance with this Section 12.3 (Notices). Notices are deemed given upon
receipt if delivered using DocuSign Services, two (2) business days following the date of mailing, or one
(1) business day following delivery to a courier.
12.4 Force Majeure. In the event that either Party is prevented from performing, or is unable to perform,
any of its obligations under this Agreement due to any cause beyond the reasonable control of the Party
invoking this provision (including, without limitation, for causes due to war, fire, earthquake, flood,
hurricane, riots, acts of God, telecommunications outage not caused by the obligated Party, or other
similar causes) (“Force Majeure Event”), the affected Party’s performance will be excused and the time
for performance will be extended for the period of delay or inability to perform due to such occurrence;
provided that the affected Party: (a) provides the other Party with prompt notice of the nature and
expected duration of the Force Majeure Event; (b) uses commercially reasonable efforts to address and
mitigate the cause and effect of such Force Majeure Event; (c) provides periodic notice of relevant
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DOCUSIGN MASTER SERVICES AGREEMENT FOR NON-FEDERAL U.S. PUBLIC ENTITIES
developments; and (d) provides prompt notice of the end of such Force Majeure Event. Obligations to pay
are excused only to the extent that payments are entirely prevented by the Force Majeure Event.
12.5 Trade Restrictions. The DocuSign Services, Documentation, and the provision and derivatives
thereof are subject to the export control and sanctions laws and regulations of the United States and
other countries that may prohibit or restrict access by certain persons or from certain countries or
territories (“Trade Restrictions”).
(a) Each Party shall comply with all applicable Trade Restrictions. In addition, each Party
represents that it is not a Restricted Party, nor is it owned or controlled by, or acting on behalf of any
person or entity that is a Restricted Party. “Restricted Party” means any person or entity that is: (i)
listed on any U.S. government list of persons or entities with which U.S. persons are prohibited from
transacting, including, but not limited to, OFAC’s List of Specially Designated Nationals and Other
Blocked Persons, the U.S. State Department's Nonproliferation Sanctions lists, the U.S. Commerce
Department’s Entity List or Denied Persons List located at
https://www.export.gov/article?id=Consolidated-Screening-List; or (ii) subject to end destination
export control regulations, such as, but not limited to, the U.S. Export Administration Regulations and
EU Dual-Use Regulation EC 428/2009.
(b) Customer acknowledges and agrees that it is solely responsible for complying with, and shall
comply with, Trade Restrictions applicable to any of its own or its Affiliates' or Authorized Users’
content or Customer Data transmitted through the DocuSign Services. Customer shall not and shall
not permit any Authorized User to access, use, or make the DocuSign Services available to or by any
Restricted Party or to or from within in a country or territory subject to comprehensive U.S. sanctions
(currently including, but not limited to, Cuba, the Crimea region of the Ukraine, Iran, North Korea, and
Syria).
12.6 Anti-Corruption. In connection with the services performed under this Agreement and Customer’s
use of DocuSign’s products and services, the Parties a gree to comply with all applicable anti-corruption
and anti-bribery related laws, statutes, and regulations.
12.7 U.S. Government Rights. All DocuSign software (including DocuSign Services) is commercial
computer software and all services are commercial items. “Commercial computer software” has the
meaning set forth in Federal Acquisition Regulation (“FAR”) 2.101 for civilian agency purchases and the
Department of Defense (“DOD”) FAR Supplement (“DFARS”) 252.227-7014(a)(1) for defense agency
purchases. If the software is licensed or the DocuSign Services are acquired by or on behalf of a civilian
agency, DocuSign provides the commercial computer software and/or commercial computer software
documentation and other technical data subject to the terms of this Agreement as required in FAR 12.212
(Computer Software) and FAR 12.211 (Technical Data) and their successors. If the software is licensed
or the DocuSign Services are acquired by or on behalf of any agency within the DOD, DocuSign provides
the commercial computer software and/or commercial computer software documentation and other
technical data subject to the terms of this Agreement as specified in DFARS 227.7202-3 and its
successors. Only if this is a DOD prime contract or DOD subcontract, the Government acquires additional
rights in technical data as set forth in DFARS 252.227-7015. Except as otherwise set forth in an
applicable Service Schedule, this Section 12.7 (U.S. Government Rights) is in lieu of, and supersedes,
any other FAR, DFARS or other clause or provision that addresses U.S. Government rights in computer
software or technical data.
12.8 Publicity. Neither Party shall refer to the identity of the other Party in promotional material,
publications, or press releases or other forms of publicity relating to the DocuSign Service unless the prior
written consent of the other Party has been obtained DocuSign agrees that Customer’s seals,
trademarks, logos, service marks, trade names, and the fact that Customer has a presence on one of
DocuSign’s websites or uses the DocuSign Services, will not be used by DocuSign in such a manner as
to state or imply that DocuSign’s products or services are endorsed, sponsored or recommended by
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DOCUSIGN MASTER SERVICES AGREEMENT FOR NON-FEDERAL U.S. PUBLIC ENTITIES
Customer or are considered by Customer to be superior to any other products or services without prior
approval from Customer or by other relevant government authority. Except for pages whose design and
content is under the control of the Customer, or for links to or promotion of such pages, DocuSign agrees
not to display any Customer or government seals, trademarks, logos, service marks, and trade names on
our homepage or elsewhere on one of DocuSign’s hosted sites unless permission to do so has been
granted by Customer or by other relevant government authority. Notwithstanding the foregoing, Customer
hereby agrees that DocuSign may list Customer’s name in a publicly available customer list on a
DocuSign website or elsewhere so long as the name is not displayed in a more prominent fashion than
that of any other third-party customer name.
12.9 Waiver. The waiver by either Party of any breach of any provision of this Agreement does not waive
any other breach. The failure of any Party to insist on strict performance of any covenant or obligation in
accordance with this Agreement will not be a waiver of such Party’s right to demand strict compliance in
the future, nor will the same be construed as a novation of this Agreement.
12.10 Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the
remaining portions of this Agreement will remain in full force and effect.
12.11 Amendment. DocuSign reserves the right to change or modify any of the terms and conditions
contained in this Agreement (including, in any Schedule, appendix or attachment or by t he addition of one
or more Schedules, attachments or appendices) at any time and in its sole discretion upon providing
notice at https://www.docusign.com/company/terms-and-conditions/reseller. Any changes or modifications
will be effective thirty (30) days following posting of such notice; provided, no amendments, modifications
or other changes will apply retroactively. Customer waives any right it may have to receive additional
notice of such changes or modifications. Customer’s continued use of any DocuSign Service following
the posting of a revised Agreement will constitute Customer’s agreement to be bound by the revised
Agreement. Customer agrees that if it does not agree to any terms any revised Agreement, Customer will
cease using DocuSign Services.
12.12 Entire Agreement. This Agreement is the final, complete, and exclusive expression of the
agreement between the Parties regarding the DocuSign Services provided under this Agreement. This
Agreement supersedes and replaces, and the Parties disclaim any reliance on, all previous oral and
written communications (including any confidentiality agreements pertaining to the DocuSign Services
under this Agreement), representations, proposals, understandings, undertakings, and negotiations with
respect to the subject matter hereof and apply to the exclusion of any other terms that Customer seeks to
impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
12.13 Discrimination and Non-Segregation. DocuSign, Inc. is a federal contractor. As a result, the
Equal Opportunity Clause set forth in 41 C.F.R. parts 60-1.4(a), and the employee notice found at 29
C.F.R. Part 471, Appendix A to Subpart A are incorporated by reference herein. In addition, DocuSign
shall abide by the requirements of 41 C.F.R. §§ 60-300.5(a) and 60-741.5(a). These regulations prohibit
discrimination against qualified individuals on the basis of protected veteran status or disabil ity, and
require affirmative action by covered prime contractors and subcontractors to employ and advance in
employment qualified protected veterans and individuals with disabilities.
12.14. FERPA. If Customer wants its students to use the DocuSign Services (permitted only for students
age 13 and older), Customer is responsible for complying with the U.S. Family Educational Rights and
Privacy Act (“FERPA”). This means Customer must notify those students’ parents/guardians of the
personally identifiable information that it will collect and share with DocuSign and obtain parental/guardian
consent before its students sign up or use the DocuSign Services. When obtaining such consent,
Customer should provide parents/guardians with a copy of DocuSign’s Privacy Pol icy. Customer must
keep all consents on file and provide them to DocuSign at DocuSign’s reasonable request. If Customer is
located outside of the United States, DocuSign will rely upon Customer to obtain any required consents or
approvals from the parent or guardian of any student covered by similar laws and, as a condition to
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DOCUSIGN MASTER SERVICES AGREEMENT FOR NON-FEDERAL U.S. PUBLIC ENTITIES
Customer’s and its students’ use of the DocuSign Services, Customer will comply with such laws.
DocuSign acknowledges that, as between DocuSign and Customer, DocuSign may be considere d a
“School Official” as that term is used in FERPA and its implementing regulations. As such, DocuSign
agrees that it will hold all Customer Data (including personal data therein) in strict confidence pursuant to
the terms of the Agreement and will not use or disclose Customer Data except: (a) as required to provide
the DocuSign Services to Customer or (b) as required by law, but only to the extent permitted and only in
the manner prescribed by the law, and (c) as otherwise expressly authorized by the Agre ement and in
accordance with DocuSign’s Privacy Policy . This section will not create any obligations on the part of
DocuSign outside those set forth in this Agreement.
12.15. Gramm-Leach-Bliley Act. DocuSign agrees and warrants it has implemented inform ation security
policies and safeguards to preserve the security, integrity, and confidentiality of eDocument and to protect
against unauthorized access and anticipated threats or hazards thereto, that meet the objectives of the
Interagency Guidelines Establishing Standards for Safeguarding Customer Information as set forth in
Section 501(b) of the Gramm-Leach-Bliley Act.
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11/10/22 1G
DocuSign Envelope ID: 796FD457-EB40-4645-8A84-73713AF66711
IT Director
11/15/2022
ATTACHMENT B
Item 1G - Page 17
DocuSign Envelope ID: 796FD457-EB40-4645-8A84-73713AF66711
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1. Name of Entity
Carahsoft Technology Corp.
2. Address of Entity (Principal Place of Business)
11493 Sunset Hills Rd, Suite 100, Reston VA 20190
3. Local or California Address (if different than #2)
4. State where Entity is Registered with Secretary of State
Maryland
If other than California, is the Entity also registered in California? F Yes J No
5. Type of Entity
J Corporation F Limited Liability Company F Partnership F Trust F Other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please
specify) Note: If any response is not a natural person, please identify all officers,
directors, members, managers and other fiduciaries for the member, manager,
trust, or other entity
_______Craig Abod F Officer F Director F Member F Manager
[name] F General Partner F Limited Partner
JOther ___CEO_________________
______Robert Moore___________ F Officer J Director F Member F Manager
[name] F General Partner F Limited Partner
FOther __________________________
_____Kristina Smith_____ F Officer J Director F Member F Manager
[name] F General Partner F Limited Partner
FOther__________________________
Item 1G - Page 18
DocuSign Envelope ID: 796FD457-EB40-4645-8A84-73713AF66711
7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity
EXAMPLE
JANE DOE
[name of owner/investor]
50%, ABC COMPANY, Inc.
[percentage of beneficial interest in entity
and name of entity]
A. 0BCraig Abod
[name of owner/investor]
100%, Carahsoft Technology Corp.
[percentage of beneficial interest in entity
and name of entity]
B. 1BCraig Abod
[name of owner/investor]
100%, Carahsoft Inc.
[percentage of beneficial interest in entity
and name of entity]
C.
[name of owner/investor]
[percentage of beneficial interest in entity
and name of entity]
D.
[name of owner/investor]
[percentage of beneficial interest in entity
and name of entity]
E.
[name of owner/investor]
[percentage of beneficial interest in entity
and name of entity]
I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF
CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
Signature of Disclosing Party, Printed Name, Title
Kristina Smith, Contracts Director
Date
10/7/2022
of Disclosing Party, Printed
stina Smith,Contracts Di
Item 1G - Page 19
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ATTACHMENT C
Item 1G - Page 20
DocuSign Envelope ID: 796FD457-EB40-4645-8A84-73713AF66711
Item 1G - Page 21Government -Price Quotation DocuSign· DocuSign Government at Carahsoft carahsoft. TO: EMAIL: 11493 Sunset Hills Road I Suite 100 I Reston, Virginia 20190 Phone (703} 871-8500 I Fax (703} 871-8505 I Toll Free {888) 662-2724 www.carahsoft.com I sales@carahsoft.com Kim Baker City of Palm Springs 3200 E. Tahquitz Canyon Way PO Box2743 Palm Springs, CA 92262 USA kim.baker@palmspringsca.gov FROM: EMAIL: Jennifer Yeater DocuSign Government at Carahsoft 11493 Sunset Hills Road Suite 100 Reston, Virginia 20190 Jennifer.Yeater@carahsoft.com PHONE: (760) 322-8368 PHONE: (571) 662-3397 FAX: (703) 871-8505 TERMS: Contract Number: CMAS # 3-12-70-2247E Term: 8/28/2012 -12/19/2026 Delivery: 30 Days ARO PaymentTerms:Net45 Credit Cards: Cal-Card Accepted Delivery: FOB Destination Tax: State Sales Tax as Required Business Size: Large Sales Tax May Apply LINE NO. PART NO. DESCRIPTION APT-0393 DocuSign Enterprise Pro for Gov -Env DocuSign, Inc. -APT-0393 Start Date: 11/01/2022 End Date: 10/31/2025 QUOTE NO: QUOTE DATE: QUOTE EXPIRES: RFQNO: SHIPPING: TOTAL PRICE: TOTAL QUOTE: QUOTE PRICE $3.5745 GSA 36321371 10/20/2022 10/31/2022 ESD $61,660.50 $61,660.50 QTY EXTENDED PRICE 15000 $53,617.50 2 4987-120-49 Premier Support 15% of Recurring Fees (15% of List Price $0.5362 GSA 15000 $8,043.00 CONFIDENTIAL PAGE 1 of 2 per $100 of List License Fees) DocuSign, Inc. -APT-0075 Start Date: 11/01/2022 End Date: 10/3112025 SUBTOTAL: TOTAL PRICE: TOTAL QUOTE: QUOTE DATE: QUOTE NO: $61,660.50 $61,660.50 $61,660.50 10/20/2022 36321371 DocuSign Envelope ID: 796FD457-EB40-4645-8A84-73713AF66711
Item 1G - Page 22Government -Price Quotation DocuSign~ DocuSign Government at Carahsoft carahsoft8 11493 Sunset Hills Road I Suite 100 I Reston, Virginia 20190 Phone (703) 871-8500 I Fax (703) 871-8505 I Toll Free (888) 662-2724 www.carahsoft.com I sales@carahsoft.com LINE NO. PART NO. DESCRIPTION QUOTE PRICE QTY EXTENDED PRICE *Payment for Carahsoft Quote 36321371 must made In full and upfront.• Product Details eSignature Envelope Allowance: 15,000 Overage/Usage Fees eSignature Enterprise Pro fof Gov -Env (Per Transaction): $9.96 Please Include the below paragraph in your P.O. or Carahsoft will be required to apply a tax fee: "All Products Purchased under this agreement are available via Electronic Distribution only. No tangible media or documentation will be available or shipped under this agreement. Access to the products purchased under this agreement Is in no way dependent upon any tangible media that may have been received prior to, or separately from, this agreement. To support the California sales and use tax exempt status of electronically downloaded software allowed under California regulation 1502 (F) (1) (D), vendor invoices for all purchases made under this agreement must accurately state that software distribution is solely via electronic download and that no tangible media or documentation will be shipped to or received by our agency." Order Special Terms Vear 1 -$21,804.50 Vear 2 -$21,804.50 Vear 3 -$21,804.50 Customer must reference Quote number on Purchase Order. Should Customer purchase via Reseller all terms of Carahsoft Quote must be incorporated in Reseller quote and Customer Purchase Order to Reseller. Any increase in subscription and support pricing will be in accordance with DocuSign's pricing and policies in effect at the time of the renewal or as otherwise agreed to by the parties. Licensee agrees that any order for DocuSign will be governed by the terms and conditions of the Carahsoft Docusign Service Agreement copies of which are found at https://statlc.carahsoft.com/concrete/files/2616/5962/5258/DocuSign_Master_Services_Agreement_fo_Public_Sector.pdf and all Schedules and Documentation referenced by the Terms are made a part hereof. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Quotes) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Quotes (and their Contract Vehicle), (2) the TOU, and (3) the Documentation. Licensee acknowledges it has had the opportunity to review the Terms, prior to executing an order. Should the customer purchase any version of DocuSign's ll-4 licensing the below terms will apply. Reference the Memorandum previously provided to DISA Authorizing Official (dated March 27, 2021) detailing the Provisional Authorization (PA) granted by DISA, exceptions to/exclusions from the PA, and conditions DocuSign is required to meet in order to maintain the PA. DocuSign Is not yet authorized to connect to NIPRnet. Customer acknowledges that as of the Order Start Date, DocuSign does not have a BCAP connection to NPIRnet. Therefore, as a result, if Customer does not currently have DISA approval to forego the BCAP connection to NIPRnet: -Customer will not use any DocuSign DoD/IL-4 products in production without a BCAP connection (or DISA approval); -Customer will not host, store or transmit production data in the ll4 environment without a BCAP connection to NIPRnet or a documented exception from DISA per to use DocuSign products while forgoing the BCAP; -Customer agrees not to use any DocuSign DoD/IL-4 products to connect to any DocuSlgn environment via a non BCAP end point without a documented exception from DISA to use DocuSign products while forgoing the BCAP; -Customer is responsible for any customer data sent to third party applications (regardless of whether third party applications are ll-4 certified). Enterprise Premier Support for ll-4 customers is available from 9:00am -8:30pm Eastern Standard Time. CONFIDENTIAL PAGE 2 of 2 QUOTE DATE: QUOTE NO: 10/20/2022 36321371 DocuSign Envelope ID: 796FD457-EB40-4645-8A84-73713AF66711