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HomeMy WebLinkAboutSprout Social, Inc./MAC/$24,860/ Sprout Social Services & Analytics/Goods and Services APPROVED Sprout Social,Inc. By Allison Lynch-McGrath at 10:40 am,Apr 12,2024 Marketing and Community Relations Department—2024 Appropriation#1203 101 43-552.00Fund;P.O.#111028, 111087 Contract Not To Exceed$24,860.00 AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and Sprout Social, Inc. an entity duly authorized to do business in the State of Indiana ("Vendor"). TERMS AND CONDITIONS 1. ACKNOWLEDGMENT,ACCEPTANCE: Vendor acknowledges that it has read and understands this Agreement,and agrees that its execution of same constitutes its acceptance of all of the Agreement's terms and conditions 2. PERFORMANCE: City agrees to purchase the goods and/or services (the"Goods and Services")from Vendor using City budget appropriation number 1203 101 43-552.00 fund. Vendor agrees to provide the Goods and Services and to otherwise perform the requirements of this Agreement in compliance with applicable law and as provided herein. 3. PRICE AND PAYMENT TERMS: 3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more than Twenty Four Thousand Eight Hundred Sixty Dollars ($24,860.00) (the "Estimate"). Vendor shall submit an invoice to City no more than once every thirty (30)days detailing the Goods and Services provided to City within such time period.City shall pay Vendor for such Goods and Services within thirty-five(35) days after the date of Vendor's invoice detailing same, so long as and to the extent such Goods and Services are not disputed, are in conformance with the specifications set forth in Exhibit A, , and Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement. 3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof.All payments and any late payments fees shall be pursuant to Indiana Prompt Payment Statute; Ind. Code 5-17-5 et al. 4. WARRANTY: Vendor expressly warrants that the Goods and Services covered by this Agreement will conform in all material respects to the Documentation (as defined in the Vendor Terms of Service) on the Site related to the Good and Services, including instructions, webinars and other materials that describe any component, feature, functionality requirements, or other aspect of the Goods and Services; provided that City's subscription plan includes such component, feature, or functionality, and that the professional services will be delivered in a timely, professional and workmanlike manner. 5. TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto executes same ("Effective Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. 1 Sprout Social,Inc. Marketing and Community Relations Department-2024 Appropriation#1203 101 43-552.00 Fund;P.O. #111028 Contract Not To Exceed$24,860.00 6, DISCLOSURE AND WARNINGS: If Vendor is providing physical Goods or Services to the City under the Agreement, if requested by City,Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of the Goods and Services. 7. LIENS: Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense. 8, DEFAULT: In the event Vendor:(a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor's warranties; (b)fails to provide the Goods and Services as specified herein; (c)fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within thirty(30)days after receipt of notice from City specifying such failure or breach; or(d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, City shall have the right to (1) terminate this Agreement,without liability to Vendor; and (2)exercise all other rights and remedies available to City at law and/or in equity. If the Agreement is terminated by City for cause in accordance with Section 7.1 (Termination by You)of the Vendor Terms of Service,Vendor will provide a refund of any prepaid and unused fees to City. In all other instances of termination or cancellation,no refunds will be provided to the City and all amounts due for the full subscription term will remain due and payable to Vendor. all amounts due for the full subscription term will remain due and payable to Vendor. 9. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and Vendor from all claims for damages under any workers' compensation, occupational disease and/or unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness, disease or death of or to any of Vendor's agents,officers,employees, contractors and subcontractors engaged to provide professional services directly to City; and, for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to include City as an additional insured on its general liability and automobile liability insurance policies,and shall promptly provide City, upon written request no more than once per year, with a certificate of insurance. 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. 11. NONDISCRIMINATION: To the extent applicable to Vendor and the Goods and Services provided by Vendor to the City, Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors engaged in providing professional services directly to City shall comply with all laws of the United States, the 2 Sprout Social,Inc. Marketing and Community Relations Department-2024 Appropriation#1203 101 43-552.00 Fund;P.O. #111028 Contract Not To Exceed$24,860.00 State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire,tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race,religion, color,sex,handicap, national origin, ancestry,age,disabled veteran status and/or Vietnam era veteran status. 12. E-VERIFY: Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated herein by this reference(the"Indiana E-Verify Law"),Vendor is required to enroll in and verify the work eligibility status of its newly-hired employees using the E-Verify program, and to execute the Affidavit attached herein as Exhibit D, affirming that it is enrolled and participating in the E-Verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with documentation indicating that it has enrolled and is participating in the E-Verify program.Should Vendor subcontract for the performance of any professional services under and pursuant to this Agreement, it shall fully comply with the Indiana E- Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor providing professional services under the Agreement directly to City violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E-Verify Law. The requirements of this paragraph shall not apply should the E-Verify program cease to exist. If the Agreement is terminated by City for cause in accordance with Section 7.1 (Termination by You) of the Vendor Terms of Service, Vendor will provide a refund of any prepaid and unused fees to City. In all other instances of termination or cancellation, no refunds will be provided to the City and all amounts due for the full subscription term will remain due and payable to Vendor. 13. NO IMPLIED WAIVER: The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. 14. NON-ASSIGNMENT: Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without City's prior written consent; provided, however, that Vendor may assign or pledge this Agreement without City's prior written consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law). 15. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor under or pursuant to this Agreement. 3 Sprout Social,Inc. Marketing and Community Relations Department-2024 Appropriation#1203 101 43-552.00 Fund;P.O. #111028 Contract Not To Exceed$24,860.00 16. GOVERNING LAW; LAWSUITS: This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana,except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 17. SEVERABILITY: If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. 18. NOTICE: Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein: If to City: City of Carmel AND City of Carmel Marketing and Community Relations Office of Corporation Counsel One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 Notices to Vendor shall be sent via registered mail (return receipt requested)to: Sprout Social, Inc., Attention: Legal Department; 131 S. Dearborn Suite 700, Chicago, Illinois 60603 with a copy by email to legal©sproutsocial.com. 19. TERMINATION: 19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided hereunder. If the Agreement is terminated by City for cause in accordance with Section 7.1 (Termination by You) of the Vendor Terms of Service, Vendor will provide a refund of any prepaid and unused fees to City. In all other instances of termination or cancellation, no refunds will be provided to City and all amounts due for the full subscription term will remain due and payable to Vendor. 19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the event of such termination, no refunds will be provided to City and all amounts due for the full subscription term will remain due and payable to Vendor. 19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate. If the Agreement is terminated by City for cause in accordance with Section 7.1 (Termination by You)of the Vendor Terms of Service, Vendor will provide a refund of any prepaid and unused fees to City. In all other instances of termination or cancellation, no refunds will be provided to the City and all amounts due for the full subscription term will remain due and payable to Vendor. 20. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. 4 Sprout Social,Inc. Marketing and Community Relations Department-2024 Appropriation#1203 101 43-552.00 Fund;P.O. #111028 Contract Not To Exceed$24,860.00 21. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and services to City.When City desires additional goods and services from Vendor,the City shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing,to provide such additional goods and services,shall such goods and services be provided by Vendor to City. A copy of the City's authorization documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. 22. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19 hereinabove, this Agreement shall be in effect from the Effective Date through April 18, 2025 and shall, on April 19, 2025 and each April 19 thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. 23. HEADINGS All heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 24. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to all of the covenants,terms,warranties and obligations set forth in Agreement. 25. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 26. DEBARMENT AND SUSPENSION 26.1 The Vendor certifies by entering into this Agreement that to the best of its knowledge neither it nor its principals nor any of its subcontractors providing professional services directly to City are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term "principal" for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities,or a person who has a critical influence on or substantive control over the operations of the Vendor. 26.2 The Vendor certifies that it has verified the state and federal suspension and debarment status for all subcontractors providing professional services directly to City and receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Vendor shall immediately notify the City if any such subcontractor becomes debarred or suspended, and shall, at the City's request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 27. IRAN CERTIFICATION Pursuant to J.C. § 5-22-16.5, the Vendor shall certify that, in signing this Agreement, it does not engage in 5 Sprout Social,Inc. Marketing and Community Relations Department-2024 Appropriation#1203 101 43-552.00 Fund;P.O. #I 11028 Contract Not To Exceed$24,860.00 investment activities within the Country of Iran. 28. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely,voluntarily, and without any duress, undue influence or coercion. 29. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement,the term or condition contained in this Agreement shall govern and prevail.This Agreement may only be modified by written amendment executed by both parties hereto,or their successors in interest. IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA Sprout Social, Inc. By: By: C . XLQKL Ja es Crider,Chief of Staff Authorized Signature Date: 4/15/24 Kelly Klein Printed Name Enterprise Sales Director Title FID/TIN: Date: 4/10/24 6 Service Order ExhibitA sproutsocial Service Order Information Agreement For Subscription Start Date Subscription End Date City of Carmel, Indiana April 19, 2024 April 18, 2025 Billing Information Billing Street Billing Email Civic Sq Billing City Billing Method ACH Carmel Billing State/Province Billing Frequency Annual Indiana Billing Country Net Terms Net 45 United States Billing Zip/Postal Code Payment Portal Used? 46032 Products Quantity Professional Plan 1.00 Unlimited Profiles 1.00 Additional Users 2.00 Listening - Up to 3 Topics 1.00 Premium Analytics 1.00 Onboarding Standard 1.00 Total Investment: USD 24,860.00 Monthly Amount: USD 2,071.67 Page 1 of 3 Service Order • sproutsocial Tax Exemption Information Prices shown above do not include any state and local taxes that may apply. Any such taxes are the responsibility of the Subscriber and will appear on the final invoice. Is the contracting entity exempt from sales tax? Please select Yes or No: If yes, please complete the following: Tax Exempt ID: Purchase Order Information Is a Purchase Order(PO) required to be attached to this Service Order for the purchase or payment of the products on this Service Order? Please select Yes or No: If yes, please complete the following: PO Number: Page 2 of 3 Service Order sproutsocial Terms and Conditions This Service Order is executed between Sproul Social,Inc-("Sprout Social")ale the below named subscriber("Subscriber.),and is governed by the terms and conditions ot the Sprout Social Inc.'terms ot Service,which is available for review at soroutsociaLcom tarred(~Agreement")and expressly incorporated by reference rob this Service Order.The services described above may only be used by the Subscriber.ale subject to the scope limitations set lortn herein. Unless otherwise sel forth above or In the Agreement,Sprout Social requires payment made in advance of the subscription period.Pro-rated refunds are not provided for early cancellation and Subscriber may not terminate prior 10 the end of the subscription teen for convenience. All payments requited by this Service Order are exclusive of federal.slate,local and foreign taxes.duties,tariffs levies.withholdings and similar assessments(including without limitation.sales taxes,use taxes and value added taxes).Subscriber shall be responsible for the payment teat such charges fexClutiing taxes based upon Sprout Social's net income),which amount will be reflected on the Invoice issued by Sproul Social.All amounts payable by Subscriber hereunder shall be grossed-up for any withholding fate,imposed by any foreign government on Subscribor'e payment of ouch amounts fe Sproul Social This Service Order and the Services set forth herein,Including any additional users and any other add-ons added during the subscription term,will automatically renew for additional periods equal to the length of the subscription term set forth above unless either party provides written notice le the other party at least 30 days prior to expiration.Subscriber must email its Customer Success Manager or rnaiio:successtoamesoroutsocial.com to provide such notice. Sprout Social or its Affiliates,may use,Subscriber's name or logo nn its nr their webslte(s)or in any promotional materials,press releases,.investor materials,and other stockholder communications.Sprout Social and its Affiliates,as appl:cablo,wilt comply with any reasonable written logo guidelines provided by Subscriber in writing. If Professional Services fax defined in the Agreement)are delivered to Subscriber in connection with the services described above or pursuant to a Statement of Work attached to this Service Order.Sabscrber agrees that it will:(i)be available for discovery sail it requested:(II)cooperate In ail matters relating to the Professional Services and appoint an employee or representative o'Subscriber to serve as the primary contact who wit have the authority to act on behalf el Subscriber with respect to the Professional Services.(nit respond promptly to any request to provide direction,information,approvals.authorizations or decisions that are reasonably necessary for performance of the Professional Services;(iv)provide the information Sprout Social may reasonably request in order to carry out the Professional Services;and(v)if the Pitiessiena'Services involve implementation of Listening Product.Subscriber will provide a full list of any needed kayword Inclusions'branded haselags or handles). if Sprout Soda's performance of Its obligations under this Service Order or the Agreement are prevented or delayed by any act or om aslon of Subscriber or its agents, subcontractors.consultants or employees.Sprout Social will not be deemed in breach el its obligations under this Service Order or the Agreement or otherwise liable for any costs,charges or losses sustained or incurred by Subscriber,In each case,to the extent arising directly or indirectly from such prevention or delay. Sutscnhrir acknnwledgn.s anti agrees that Spinet Serial shall have the right to access its account for the purposes nl nnheardinq,implementatinn.andlnr initial product training.Such cervices shall be completed within tour(4)weeks from the Subscription Sian Date unless othenwic.o delayed by Subscriber.All ono time service hours wvhln this Service Order are subject le exp ration after ninety(90)days horn the Subscription Start Date- Subscriber - City of Carmel, Indiana Sprout Social, Inc.t Name: A742 Name: Kelly Klein Title: o k r lA T Enterpise Sales Director • Signature: l r 9 Signature:)64 i 1 � Date: 91.11 t 7' Date: 4/10/24 Page 3 of 3 Fxhibit.R GovernmentFntity Addendum to the Sprout Social. Inc.Terms of Service (Applicable to U.S. Federal, State and Local Government Entities) This Addendum is between Sprout Social, Inc.("Sprout Social")and the undersigned United States federal government entity, state or local government entity, state university, or otherwise publicly funded entity (the "Government Entity" or "Subscriber") that uses or has access to the Services per the terms of the Agreement. This Addendum modifies the Agreement between Sprout Social and the Government Entity (collectively, the "Parties") as set forth herein. The Parties agree that such modifications to the Agreement are appropriate to accommodate the Government Entity's legal status, its public (in contrast to private) mission, other special circumstances and, as may be applicable, the requirements under U.S. federal or state procurement law. Except as expressly provided herein, this Addendum does not otherwise modify or supersede the provisions of the Agreement. Capitalized terms that are not expressly defined in this Addendum have the meanings given to them in the Agreement. 1. Government Entity.The Agreement and this Addendum shall not apply to,or bind in their individual capacity, (i)the individual(s)who utilize the Services on the Government Entity's behalf,or(ii)any individual users who happen to be employed by, or otherwise associated with, the Government Entity. Sprout Social will look solely to the Government Entity to enforce any violation or breach of the Agreement by such individuals, subject to applicable law. Free trials, if any, offered to the Government Entity are not for the benefit of any individual government employee or personnel, and the Government Entity's use of a free trial shall not create a conflict of interest or adversely impact Sprout Social's ability to sell Sprout Social's Services to Government Entity. 2. Public purpose. Any requirement(s)set forth in the Agreement that use of the Services be limited to private, personal and/or non-commercial purposes is hereby waived. 3. Fees and Taxes. Sprout Social understands that the Government Entity may be subject to applicable laws governing payment, including availability of funds,timing of payments, late payment interest penalties, and taxes. In such event, the applicable laws shall take precedence over any conflicting terms in the Agreement. If early termination is required under applicable law, the Government Entity may terminate the applicable Service Order prior to the subscription term end date with no penalty,and in such event no refund will be provided to the Government Entity and all amounts due for the full subscription term will remain due and payable to Sprout Social. If the Government Entity is tax-exempt, the Government Entity must provide a current and valid applicable tax exemption certificate to billinateamCcr�sproutsocial.com upon signing this Addendum or before an invoice generated. 4. Subscriber Content. 4.1 Service of the Public. Sprout Social agrees that the Government Entity may distribute or otherwise publish, via the Services, Content which may contain or constitute promotions, advertisements or solicitations for goods or services, so long as the Content relates to the Government Entity's mission and complies with applicable law and any requirements set forth in the Agreement relating to the Content. 4.2 Upload and Deletion. The Parties understand and agree that the Government Entity is not obligated to provide any Content, and the Government Entity reserves the right to remove any and all of its Content at its sole discretion, subject to the data deletion and retention practices described in the Agreement. 4.3 No Endorsement by U.S. Federal, State, and Local Government Entities. Sprout Social agrees that seals, insignia, trademarks, logos, flags, program identifiers, service marks, trade names, and use of the Services, shall not be used by Sprout Social in such a manner as to state or imply that the Services are endorsed, sponsored, or recommended by any U.S. federal, state, or local government entity. Except for pages, screens and other Content whose design and substance is under the control of the U.S.federal government, state, or local government entity, or for links to or promotion of such pages, screens or Content, Sprout Social agrees not to display any U.S.federal, state, or local government seal, insignia, logo, flag, program identifier, service mark or trade name on the Sprout Social website, unless permission to do so has been granted by the U.S. federal, state, or local government entity or by other relevant federal or state government authority. Sprout Social may list the U.S. federal, state, or local v. Feb.2024 government entity's name in a publicly available customer list so long as the name is not displayed in a more prominent fashion than that of any other customer name. 5. Indemnification and Liability. All provisions of the Agreement whereby the Government Entity indemnifies Sprout Social are deleted and replaced with the following: "To the extent prohibited by applicable law, the indemnity obligations do not apply to the Government Entity and are deleted from the Agreement. In the event of any third-party claim brought against Sprout Social or its Affiliates, or each of its and their respective officers, directors, employees, agents, successors, or assigns that arises from (a) the Government Entity's breach of the Agreement; or (b) the Government Entity's use of the Services in a manner that infringes or misappropriates the intellectual property rights of a third party, Sprout Social shall have the right to take any Corrective Measures without liability. For the purposes of this Addendum, "Corrective Measures" includes: (i) suspension of the Government Entity's access to the Services; (ii) removal of the allegedly infringing items from Sprout Social's Services; (iii) any other action Sprout Social deems, in its reasonable discretion, likely to limit its liability with respect to third-party claims. Sprout Social's right to take Corrective Measures is in addition to, and does not limit,any other remedies available to Sprout Social under the Agreement. Notwithstanding anything to the contrary in the Agreement, (a)the Government Entity shall retain the right, in its sole discretion and at its sole cost, to appoint its own counsel in connection with any Claim arising from the Agreement, and (b)a United States federal government entity's liability for any claim arising from the Agreement or this Amendment shall be determined under the U.S. Federal Tort Claims Act,or other U.S.governing authority.Any language in the Agreement requiring the Government Entity to pay Sprout Social's attorneys'fees is hereby waived." 6. Governing Law, Jurisdiction, and Venue. Provisions in the Agreement related to governing law, jurisdiction, and venue are deleted and replaced with the following: "For United States federal government entities, the Agreement and this Addendum shall be governed, interpreted, and enforced in accordance with the federal laws of the United States of America;jurisdiction shall be in U.S.federal courts; and venue will be the U.S. federal courts in Cook County, Illinois. For state and local government entities, state university entities, and other publicly funded entities, the Agreement and this Addendum shall be governed, interpreted and enforced as required by applicable state law; and jurisdiction and venue shall be designated as required by applicable state law." 7. Arbitration and Mediation. By mutual consent, the Parties may elect to use alternative dispute resolution (ADR) methods. To the extent permitted by applicable law, the laws of the State of Illinois will apply, without reference to its choice of law rules. The parties expressly disclaim the application of the 1980 U.N. Convention on Contracts for the International Sale of Goods to the Agreement. 8. Automatic Renewal of Subscription. Provisions in the Agreement related to an automatic renewal of the Services purchased by the Government Entity are hereby deleted and shall not apply. 9. Access and Use. Sprout Social acknowledges that the Government Entity's use of the Services may energize significant citizen engagement. Notwithstanding anything to the contrary in the Agreement, Sprout Social may unilaterally terminate the Services and/or terminate the Government Entity's account only for (i) breach of the Government Entity's obligations under the Agreement, (ii) its material failure to comply with the instructions and guidelines posted on the websites of the Services (provided that Sprout Social will provide the Government Entity with a reasonable opportunity to cure any breach or failure on the Government Entity's part), (iii) the Government Entity's use of the Services in a manner that infringes or misappropriates the intellectual property rights of a third party, or(iv) if Sprout Social reasonably determines the Government Entity is acting,or has acted, in a way that could present substantial reputational harm to Sprout Social or its current or prospective partners or customers, or if Sprout Social ceases to operate any Services generally. v. Feb.2024 10. FOIA/Public Disclosure Laws. Notwithstanding any confidentiality obligations in the Agreement, Sprout Social acknowledges that the Government Entity may be compelled to disclose Confidential Information pursuant to the Federal Freedom of Information Act (FOIA) or other applicable public disclosure laws. Sprout Social acknowledges that Confidential Information, including terms and conditions of the Agreement, Service Orders, Statements of Work, and other attachments, may be disclosed to third parties upon request solely to the extent compelled by FOIA or other applicable public disclosure laws; provided that, prior to any such disclosure, the Government Entity provides written notice of such disclosure (to the extent legally permitted) and permits Sprout Social to contest the disclosure at its own cost. 11. Precedence, Further Amendment, and Termination. If there is any conflict between this Addendum and the Agreement, this Addendum shall prevail. This Addendum may only be modified upon a written amendment executed by both Parties. The Government Entity may close its Account and terminate the Agreement at any time, but the Government Entity shall not be entitled to a refund of any fees paid and all remaining fees related to the Subscription Term shall remain due and payable. The Parties'authorized signatories have duly executed this Addendum as of the last date of signature below (the "Effective Date"). GOVERNMENT ENTITY: By: Name: Title: Date: SPROUT SOCIAL, INC. X d By: Name: Kelly Klein Title: Enterprise Sales Director Date: 4/10/24 v. Feb.2024 EXHIBIT C Sprout Social Standard Insurance Requirements Sprout Social shall, at all times during the term of this Agreement and until completion of work under this Agreement, at its sole cost and expense, comply with the following requirements. The following minimum coverages and limits are required: • Workers' Compensation and Employers' Liability insurance —Workers' Compensation coverage applies for its employees and personnel in the states where work is to be performed with statutory limits. Employer Liability coverage with limits not less than $1,000,000 per accident and $1,000,000 per disease, per employee and $1,000,000 per disease, aggregate. • Commercial General Liability Insurance— Commercial General Liability insurance on an ISO CG 00 01 latest edition or equivalent form covering claims for bodily injury, death, personal injury, or property damage occurring or arising out of the performance of this Agreement, including coverage for independent contractor's protection (required if any work will be subcontracted), premises, operations, products/completed operations and liability assumed under an insured contract. The limits of insurance shall not be less than $1,000,000 each occurrence and $2,000,000 general aggregate. • Commercial Automobile Liability Insurance—Should performance of this Agreement involve use of vehicles, Automobile Liability insurance covering all non-owned and hired motor vehicles with limits of not less than 1,000,000 per accident for bodily injury and property damage. • Professional Liability—Should performance of this Agreement involve Professional Services or Design Work, Errors and Omission/ Professional Liability Insurance with coverage for contractual liability coverage with liability limits of not less than $5,000,000 per claim or wrongful act, $5,000,000 annual aggregate. • Data, Security & Privacy (Cyber) Liability— Insurance will be on a worldwide basis and will include protection against, but not limited to: (i) liability for privacy breaches, including defense of any regulatory action involving a breach of privacy, (ii) system breach, (iii) denial or loss of service, (iv) introduction, implantation, or spread of malicious software code, (v) unauthorized access or use of computer systems, (vi) computer system extortion, (vii) notification costs, whether or not required statute, (vii) network security, (ix) defense costs, (x) business interruption and (xii) extra expense costs. Policy will be written on a claims made basis with limits of$5,000,000 per claim and in the aggregate. EXHIBITD AFFIDAVIT Kelly Klein ,being first duly sworn, deposes and says that he/she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this matter, could testify as follows: 1. I am over eighteen (18) years of age and am competent to testify to the facts contained herein. 2. I am now and at all times relevant herein have been employed by Sprout Social, Inc. (the"Employer") in the position of Enterprise Sales Director 3. I am familiar with the employment policies, practices, and procedures of the Employer and have the authority to act on behalf of the Employer. 4. The Employer is enrolled and participates in the federal E-Verify program and has provided documentation of such enrollment and participation to the City of Carmel, Indiana. 5. The Company does not knowingly employ any unauthorized aliens. FURTHER AFFIANT SAYETH NOT. EXECUTED on the 10th day of April , 20 24 Printed: Kelly Klein I certify under the penalties for perjury under the laws of the United States of America and the State of Indiana that the foregoing factual statements and representations are true and correct. Printea: Rebecca Carl James Crider Director Chief of Staff o INDIANA RETAIL TAX EXEMPT Page 1 of 1 ci:::it ®f Carmel CERTIFICATE NO.003120155 002 0 PURCHASE ORDER NUMBER FEDERAL EXCISE TAX EXEMPT 111028 ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES,NP CARMEL, INDIANA 46032-2584 VOUCHER,DELIVERY MEMO,PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL-1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 3/22/2024 377737 SPROUT SOCIAL SERVICES&ANALYTICS SPROUT SOCIAL INC COMMUNITY RELATIONS VENDOR DEPT CH 17275 SHIP 1 CIVIC SQ TO Carmel, IN 46032- PALATINE, IL 60055- PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 86001 QUANTITY UNIT OF MEASURE [ DESCRIPTION UNIT PRICE EXTENSION Department: 1203 Fund: 101 General Fund Account: 43-552.00 1 Each SPROUT SOCIAL SERVICES &ANALYTICS $23,000.00 $23,000.00 Sub Total $23,000.00 (c!,(greif l�l E 3 fl ■ M lea ass Send Invoice To: COMMUNITY RELATIONS 1 Civic Square Carmel, IN 46032- D I t1t PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT I AMOUNT PAYMENT $23,000.00 SHIPPING INSTRUCTIONS *NP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN *SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN "C.O.D.SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. *PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL *THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 1945 n AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY Rebecca Carl James Crider TITLE Director Chief of Staff CONTROL NO. 1 1 1 028 CONTROLLER INDIANA RETAIL TAX EXEMPT Page 1 of 1 cii yrll t of Carmel CERTIFICATE NO.003120155 002 0 PURCHASE ORDER NUMBER FEDERAL EXCISE TAX EXEMPT 111087 ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES,AIP CARMEL, INDIANA 46032-2584 VOUCHER,DELIVERY MEMO,PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL-1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO, DESCRIPTION 4/5/2024 377737 ADDITIONAL SEAT FOR SUBSCRIPTION SPROUT SOCIAL INC COMMUNITY RELATIONS VENDOR DEPT CH 17275 SHIP 1 CIVIC SQ TO Carmel, IN 46032- PALATINE, IL 60055- PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 86358 QUANTITY UNIT OF MEASURE I DESCRIPTION UNIT PRICE EXTENSION Department: 1203 Fund: 101 General Fund Account: 43-552.00 1 Each SPROUT SOCIAL SERVICES&ANALYTICS -ADDITIONAL $1,860.00 $1,860.00 SEAT Sub Total $1,860.00 of CA/1 In 0 0 2 I ■ N ■ • a t ■ i Send Invoice To: COMMUNITY RELATIONS 1 Civic SquareTX Carmel, IN 46032- � I A� PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYMENT $1,860.00 SHIPPING INSTRUCTIONS "A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P,O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN `SHIP PREPAID, AFFIDAVIT ATTACHED I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN `C.O.D.SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER, `PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL *THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 194E A AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY Rebecca Carl TITLE Director CONTROL NO. 1 1 1 087 CONTROLLER