22-042 Amendment #4 dated 12-5-24 For SimpliGov Automation Platform1
FOURTH AMENDMENT TO AGREEMENT 22-042
BETWEEN THE CITY OF CUPERTINO AND
SIMPLIGOV, LLC., FOR WORKFLOW
AUTOMATION SERVICES
This Fourth Amendment to Agreement 22-042 between the City of Cupertino and
SIMPLIGOV, LLC., is by and between the CITY OF CUPERTINO, a municipal corporation
(hereinafter "City") and SIMPLIGOV, LLC., a Limited Liability Company (“Contractor”)
whose address is 1724 10th Street, Suite 115, Sacramento, CA 95811, and is made with
reference to the following:
RECITALS:
A.On 3/30/22 Agreement 22-042 (“Agreement”) was entered into by and between
City and Contractor for Workflow Automation Services.
B.On 3/16/23 First Amendment to Agreement 22-042 (“Agreement”) was entered
into by and between City and Contractor for Workflow Automation Services.
C.On 7/20/23 Second Amendment to Agreement 22-042 (“Agreement”) was
entered into by and between City and Contractor for Workflow Automation Services.
D.On 2/16/24 Third Amendment to Agreement 22-042 (“Agreement”) was
entered into by and between City and Contractor for Workflow Automation Services.
E.City and Contractor desire to modify the Agreement on the terms and
conditions set forth herein.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as
follows:
TERM
1. The term of this agreement shall commence on the last date signed below (Effective Date”).
The term of this agreement is 5 years, with a term expiring on March 30, 2027, unless the
agreement is terminated prior thereto under the provisions of Section 16. The City’s appropriate
department head or City Manager may extend the term through a written amendment to this
Agreement, provided such extension does not include additional contract funds. Extensions
requiring additional contract funds are subject to the City’s purchasing policy.
SCOPE OF SERVICES AND CONDITIONS THEREOF
2.Subject to the terms and conditions set forth in this Agreement, Software Provider
shall perform each and every service to the schedule of performance set forth in
the SLA4 (collectively “Services”).
2
COMPENSATION TO SOFTWARE PROVIDER
3. Software Provider shall be compensated for services performed pursuant to this
Agreement in a total amount not to exceed $307,000.00. The payments specified in this
section shall be the only payments to be made to Software Provider for services rendered
pursuant to this Agreement. Software Provider shall invoice City according to the
following schedule of milestones/deliverables:
Milestone/Deliverables Total Amount
FY22 Subscription & Support - March 30, 2022 – March 29, 2023 $30,000
Upon First Amendment – Support $12,000
FY23 Subscription & Support - March 30, 2023 – March 29, 2024 $30,000
Upon Second Amendment –Support $30,000
FY24 Subscription & Support - March 30, 2024 – March 29, 2025 $30,000
Upon Third Amendment – Support $45,000
Upon Fourth Amendment – Support $30,000
FY25 Subscription - March 30, 2025 – March 29, 2026 $20,000
FY25 Support – March 30, 2025 – March 29, 2026 $30,000
FY26 Subscription - March 30, 2026 – March 29, 2027 $20,000
FY26 Support – March 30, 2026 – March 29, 2027 $30,000
NOT-TO-EXCEED $307,000
City shall pay Contractor within thirty (30) days after receipt of Service Provider’s invoice. City
shall return to Contractor any payment request determined not to be a proper payment request as
soon as practicable, but not later than seven (7) days after receipt, and shall explain in writing the
reasons why the payment request is not proper.
Except as expressly modified herein, all other terms and covenants set forth in the
Agreement shall remain the same and shall be in full force and effect.
SIGNATURES CONTINUE IN NEXT PAGE
3
IN WITNESS WHEREOF, the parties hereto have caused this modification of
Agreement to be executed.
CITY OF CUPERTINO
By
Title
Date
APPROVED AS TO FORM
City Attorney
ATTEST:
City Clerk
Date
SIMPLIGOV LLC
By
Title
Date
EXPENDITURE DISTRIBUTION
Item Amount
Base Agreement $90,000
First Amendment $12,000
Second Amendment $30,000
Third Amendment $65,000
Fourth Amendment $110,000
Total $307,000
Michael Concannon
Partner
Dec 5, 2024
Christopher D. Jensen
CTO
Dec 5, 2024
Dec 5, 2024
SimpliGov QuoteBudgetary Quote
Customer Details
Contact Name Marilyn Pavlov
Contact Title Management Analyst
Organization City of Cupertino, CA (CACUP)
Address 10300 Torre Ave Cupertino CA 95014
Phone (408) 777-3238
Email marilynp@cupertino.gov
SimpliGov Sales Representative Details Quote Details
Name Deal Desk Quote Number QD-00589A
Title Deal Desk Quote Date 09/06/2024
Seller SimpliGov, LLC Quote Type Direct
Address 1724 10th St., Suite115
Sacramento CA 95811 Quote Expiration 03/29/2027
Phone (415) 569-0753 Customer Ref
Email cduffy@simpligov.com Contract Ref
SKU Description Discounted Price Quantity Extended Price
1 SGELA-S-R
Year 5 - SimpliGov Automation Platform Base Subscription
includes unlimited workflows
and analytics bundle 12 month subscription. Includes 20,000
transactions and .25 TBs
of storage.* Hosted in the Azure Government Cloud and
includes 4 environments
(staging, preproduction, training and production). (Term
Dates: 03/30/2026 thru 03/30/2027)
$20,000.00 1 $20,000.00
2 IMPLT&M-A Year 3 SimpliGov Implementation Services (Term
Dates: 12/03/2024 thru 03/29/2025)$200.00 150 $30,000.00
3 IMPLT&M-A Year 4 SimpliGov Implementation Services (Term
Dates: 03/30/2025 thru 03/29/2026)$200.00 150 $30,000.00
4 IMPLT&M-A Year 5 SimpliGov Implementation Services (Term
Dates: 03/30/2026 thru 03/29/2027)$200.00 150 $30,000.00
Total Price $110,000.00
Workflow: A workflow consists of a form and a unique business process.
Workflow Initiation (WI): Each WI is tracked with a unique Workflow ID. A Workflow ID is created when a user starts a workflow and is kept consistent throughout the entire process,
regardless of the workflow outcome. If a new business process is triggered within an existing workflow (a “child initiation”), the child is considered a unique WI with a unique Workflow ID.
Workflow Transaction (WT): Any action (single or multiple), associated with a workflow process is considered a WT. Actions related to the workflow process include, but are not limited
to form submissions, form interactions, reviews, approvals electronic signatures, API calls, workflow stage user interactions, and collaboration interactions.
SimpliSign Workflow Initiation (SSWI): Initiation of a workflow that has SimpliSign features enabled triggers a single SSWI regardless of how many users, stages, signers, signatures,
or documents are included.
Exception: Provisioning a simple HTML signature pad in a form, without the coverage of a digital certificate, does not incur an SSWI.
SimpliSign Transaction (SST): Initiation of a SimpliSign Transaction within the SimpliSign eSignature module. A single SimpliSign Transaction is counted regardless of the number of
signers, or documents included.
Terms of Use:Services listed on this Order Form are provided under the online terms of service found at https://www.simpligov.com/master-subscription-agreement/ (the
"Terms and Conditions")
Payment Terms:Subscription fees shall be invoiced annually in advance on the first day of delivery. Implementation services fees shall be invoiced monthly in arrears against
hours delivered.
Technical Support Service Guidelines
1. Liaison. Client will appoint a technical liaison to communicate with SimpliGov with respect to the resolution of technical problems (the “Liaison”), who shall complete
reasonable training with SimpliGov to enable the Liaison to train users and correct problems caused by user error, assist users with the resolution of known issues, and obtain
sufficient information from user’s to adequately report problems to SimpliGov. Client may change such liaison from time to time at reasonable intervals upon written notice to
SimpliGov and completion of applicable training by the successor Liaison. SimpliGov will not be obligated to respond or provide technical support to any person other than the
designated liaison.
2. Technical Support Hours and Methods. SimpliGov shall use commercially reasonable efforts to provide email and phone technical support to Client’s Liaison
during regular business hours, M-F 9 a.m. to 5 p.m. Pacific Time. Problems may be reported any time, however, SimpliGov will not be obligated to assign work after business
hours (9 a.m. to 5 p.m. Pacific Time) to problems that are not classified as Priority 1/ASAP.
3. Holidays. SimpliGov observes the following holidays: New Year’s Day, Martin Luther King Day, Presidents Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, Christmas Eve Day, and Christmas Day.
4. Priority. Upon receiving a call or request, SimpliGov will classify and prioritize the problem according to the following criteria (it being understood that in the event
that SimpliGov completes a workaround that relegates the applicable problem to a lower priority level, the service levels applicable to that lower priority level will apply going
forward):
Priority Description Response Time Target Resolution Time
Priority 1/ - ASAP
The issue renders the mission critical real-time processing features and
functionalities of the SimpliGov Automation Platform Services completely
unavailable, unresponsive, or inoperable, and there is no workaround.
4 business hours 1 business day
SLA4
Priority 1
Process cannot complete and there is no workaround, but the condition
does not interrupt all functions of the SimpliGov Automation Platform
Services.
1 business day 10 business days
Priority 2 Process cannot complete, but there is a workaround that allows Client to
use the SimpliGov Automation Platform Services. 2 business days 15 business days
Priority 3 This priority addresses “cosmetic” type calls with no financial or
processing impact.5 business days One month
5. Client Responsibilities. During the Subscription Term, Client shall: (i) provide supervision, control and management of the use of the SimpliGov Automation
Platform Services; (ii) document and promptly report all errors or malfunctions; and (iii) take all steps reasonably necessary to carry out procedures for the rectification of errors
or malfunctions within a reasonable time after such procedures have been received from SimpliGov.
Service Level Agreement
1. Scheduled Downtime. When needed, SimpliGov will schedule downtime for routine maintenance or system upgrades (“Scheduled Downtime”) for the Service.
SimpliGov shall exercise commercially reasonable efforts to schedule Scheduled Downtime outside of peak traffic periods. SimpliGov will use commercially reasonable
efforts to notify Client’s designated contact at least one calendar week prior to the occurrence of Scheduled Downtime.
2. Uptime Commitment.
A. The Services will be accessible 98% of the time, 7 days per week, and 24 hours per day (“Uptime Commitment”), as calculated over a calendar month. Uptime
Commitment shall not apply to, and SimpliGov will not be responsible for, any downtime which: 1) lasts less than 15 minutes; 2) results from Scheduled Downtime; 3) results
from the failure of communication or telephone access service or other outside service or equipment or software not the fault of SimpliGov, including without limitation general
network outages; 4) is caused by a third party not under SimpliGov’s control; 5) is a result of causes beyond the reasonable control of SimpliGov; or 6) results from failures of
the system or the Client API Kit.
B. If SimpliGov fails to meet its Uptime Commitment in any given month, Client’s sole remedy and SimpliGov’s entire liability will be for SimpliGov to credit Client’s
account with “Service Level Credits”, to be applied against Client’s next billing period as follows:
No. of Hours Below Uptime Commitment Service Level Credits
1 hours to 2 hours 1 day prorated monthly Subscription Fees
> 2 hours to 24 hours 3 days prorated monthly Subscription Fees
C. To receive a Service Level Credit, Client must submit a written request for a Service Level Credit to Client’s designated account manager or the SimpliGov support
team. To be eligible, the request must (i) include the dates and times of each incident of downtime experienced by Client in the preceding month; and (ii) be received by
SimpliGov within ten business days after the end of the billing cycle in which the downtime occurred.
D. Upon receipt of a Service Level Credit request in compliance with the above requirements, SimpliGov shall have 30 days to review the request and to validate the
information provided. If SimpliGov determines in good faith that the Services failed to meet the Uptime Commitment as alleged in such a request, then SimpliGov will apply
such Service Level Credits to Client’s immediately succeeding billing period. Client’s failure to comply with the provisions of Section 2.C. above will disqualify it from receiving
a Service Level Credit.
Contract No. ________
Page 1 of 3
Updated: August 2024
Exhibit B: Insurance Requirements and Proof of Insurance
Proof of insurance coverage described below is attached to this Exhibit, with City named as
additional insured.
1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES
Additional Insureds:
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and
volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s
Commercial General Liability and Cyber Liability policies. General Liability coverage can be
provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form
CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used).
Primary Coverage:
Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-
insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of
Software Provider’s insurance and shall not contribute to it.
Notice of Cancellation:
Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except
with written notice to City 30 days in advance or 10 days in advance if due to non-payment of
premiums.
Workers' Compensation:
As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no
less than $1,000,000 per occurrence for bodily injury or disease.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of
City for all work performed by Software Provider, its employees, agents, and subconsultants.
General Liability:
For bodily injury, property damage, personal injury liability for premises operations, products and
completed operations, contractual liability, and personal and advertising injury with limits no less
than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either
the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or
25 04) or it shall be twice the required occurrence limit.
a. It shall be a requirement that any available insurance proceeds broader than or in excess
of the specified minimum insurance coverage requirements and/or limits shall be made
available to the Additional Insured and shall be (i) the minimum coverage/limits specified
in this agreement; or (ii) the broader coverage and maximum limits of coverage of any
insurance policy, whichever is greater.
b. Additional Insured coverage under Software Provider’s policy shall be "primary and
non-contributory," will not seek contribution from City’s insurance/self-insurance, and
Contract No. ________
Page 2 of 3
Updated: August 2024
shall be at least as broad as ISO Form CG 20 01 (04/13).
c. The limits of insurance required may be satisfied by a combination of primary and
umbrella or excess insurance, provided each policy complies with the requirements set forth
in this Agreement. Any umbrella or excess insurance shall contain or be endorsed to contain
a provision that such coverage shall also apply on a primary basis for the benefit of City
before the City’s own insurance or self-insurance shall be called upon to protect City as a
named insured.
Automobile Liability
ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less
than $1,000,000 per accident for bodily injury and property damage. Cyber Liability:
Insurance, with limits not less than:
$2,000,000 each occurrence
$2,000,000 aggregate - all other
Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by
Software Provider in this Agreement and shall include, but not be limited to, claims involving
infringement of intellectual property, including but not limited to infringement of copyright,
trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction
of electronic information, release of private information, alteration of electronic information,
extortion, and network security. The policy shall provide coverage for breach response costs as
well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient
to respond to these obligations.
If the Software Provider maintains broader coverage and/or higher limits than the minimums
shown above, the City requires and shall be entitled to the broader coverage and/or higher limits
maintained by the Software Provider. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
2. ABSENCE OF INSURANCE COVERAGE.
City may direct Software Provider to immediately cease all activities with respect to this
Agreement if it determines that Software Provider fails to carry, in full force and effect, all
insurance policies with coverages at or above the limits specified in this Agreement. At the
City’s discretion, under conditions of lapse, Cit y may purchase appropriate insurance and charge
all costs related to such policy to Software Provider.
3. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION.
A Certificate of Insurance, on an Accord form, and completed coverage verification shall be
provided to City by each of Software Provider's insurance companies as evidence of the
stipulated coverages prior to the Commencement Date of this Agreement, and annually
thereafter for the term of this Agreement. Insurance shall be placed with insurers admitted in the
Contract No. ________
Page 3 of 3
Updated: August 2024
State of California and with an AM Best rating of A-VII or higher.
4. SUBCONTRACTORS
Software Provider shall require and verify that all subconsultants maintain insurance that meet the
requirements of this Contract, including naming the City as an additional insured on
subconsultant’s insurance policies.
5. HIGHER INSURANCE LIMITS
If Software Provider maintains broader coverage and/or higher limits than the minimums shown
above, City shall be entitled to coverage for the higher insurance limits maintained by Software
Provider.
6. ADEQUACY OF COVERAGE
City reserves the right to modify these insurance requirements/coverage based on the nature of
the risk, prior experience, insurer or other special circumstances, with not less than ninety (90)
days prior written notice.
For SimpliGov Automation Platform
Final Audit Report 2024-12-06
Created:2024-12-05
By:Webmaster Admin (webmaster@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAAVWTk5v8Et8nKrJGEzEhWxW5v_7DZtG8k
"For SimpliGov Automation Platform" History
Document created by Webmaster Admin (webmaster@cupertino.org)
2024-12-05 - 1:24:48 AM GMT- IP address: 35.229.54.2
Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval
2024-12-05 - 1:28:31 AM GMT
Email viewed by Marilyn Pavlov (marilynp@cupertino.org)
2024-12-05 - 1:28:43 AM GMT- IP address: 52.202.236.132
Document approved by Marilyn Pavlov (marilynp@cupertino.org)
Approval Date: 2024-12-05 - 1:29:06 AM GMT - Time Source: server- IP address: 69.209.31.163
Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval
2024-12-05 - 1:29:15 AM GMT
Email viewed by Araceli Alejandre (aracelia@cupertino.org)
2024-12-05 - 1:29:22 AM GMT- IP address: 3.232.50.116
Document approved by Araceli Alejandre (aracelia@cupertino.org)
Approval Date: 2024-12-05 - 1:34:06 AM GMT - Time Source: server- IP address: 64.165.34.3
Document emailed to mconcannon@simpligov.com for signature
2024-12-05 - 1:34:15 AM GMT
Email viewed by mconcannon@simpligov.com
2024-12-05 - 7:16:15 PM GMT- IP address: 104.47.74.126
Signer mconcannon@simpligov.com entered name at signing as Michael Concannon
2024-12-05 - 7:16:38 PM GMT- IP address: 24.5.144.73
Document e-signed by Michael Concannon (mconcannon@simpligov.com)
Signature Date: 2024-12-05 - 7:16:40 PM GMT - Time Source: server- IP address: 24.5.144.73
Document emailed to Christopher Jensen (christopherj@cupertino.org) for signature
2024-12-05 - 7:16:51 PM GMT
Email viewed by Christopher Jensen (christopherj@cupertino.org)
2024-12-05 - 7:17:01 PM GMT- IP address: 52.202.236.132
Signer Christopher Jensen (christopherj@cupertino.org) entered name at signing as Christopher D. Jensen
2024-12-05 - 7:55:04 PM GMT- IP address: 104.1.88.56
Document e-signed by Christopher D. Jensen (christopherj@cupertino.org)
Signature Date: 2024-12-05 - 7:55:06 PM GMT - Time Source: server- IP address: 104.1.88.56
Document emailed to Teri Gerhardt (terig@cupertino.org) for signature
2024-12-05 - 7:55:17 PM GMT
Email viewed by Teri Gerhardt (terig@cupertino.org)
2024-12-05 - 7:55:25 PM GMT- IP address: 52.202.236.132
Document e-signed by Teri Gerhardt (terig@cupertino.org)
Signature Date: 2024-12-05 - 7:56:36 PM GMT - Time Source: server- IP address: 174.195.81.61
Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature
2024-12-05 - 7:56:46 PM GMT
Email viewed by Kirsten Squarcia (kirstens@cupertino.org)
2024-12-05 - 7:56:54 PM GMT- IP address: 3.232.50.116
Document e-signed by Kirsten Squarcia (kirstens@cupertino.org)
Signature Date: 2024-12-06 - 1:23:45 AM GMT - Time Source: server- IP address: 64.165.34.3
Agreement completed.
2024-12-06 - 1:23:45 AM GMT