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HomeMy WebLinkAboutSprout Social Inc./MAC/$29,116.70/ Sprout Social Services and AnalyticsCzBmmjtpoMzodi.NdHsbuibu4;52qn-Nbs31-3136 Docusign Envelope ID: 5D8F6971-8F00-45D3-8ABE-9D528C6F1D69 2 Sprout Social, Inc. Marketing and Community Relations Department - 2025 Appropriation # l203 101 43-632.00 Fund; P.O. #116585 Contract Not To Exceed $29,116.70 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. 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. Docusign Envelope ID: AB48A596-25B8-4D49-BB77-F5F148D45285Docusign Envelope ID: 5D8F6971-8F00-45D3-8ABE-9D528C6F1D69 3 Sprout Social, Inc. Marketing and Community Relations Department - 2025 Appropriation # l203 101 43-632.00 Fund; P.O. #116585 Contract Not To Exceed $29,116.70 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 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. 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 Docusign Envelope ID: AB48A596-25B8-4D49-BB77-F5F148D45285Docusign Envelope ID: 5D8F6971-8F00-45D3-8ABE-9D528C6F1D69 4 Sprout Social, Inc. Marketing and Community Relations Department - 2025 Appropriation # l203 101 43-632.00 Fund; P.O. #116585 Contract Not To Exceed $29,116.70 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 Marketing and Community Relations One Civic Square Carmel, Indiana 46032 City of Carmel Office of Corporation Counsel One Civic Square 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. Docusign Envelope ID: AB48A596-25B8-4D49-BB77-F5F148D45285 mailto:legal@sprouts ocial.com Docusign Envelope ID: 5D8F6971-8F00-45D3-8ABE-9D528C6F1D69 5 Sprout Social, Inc. Marketing and Community Relations Department - 2025 Appropriation # l203 101 43-632.00 Fund; P.O. #116585 Contract Not To Exceed $29,116.70 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 Docusign Envelope ID: AB48A596-25B8-4D49-BB77-F5F148D45285Docusign Envelope ID: 5D8F6971-8F00-45D3-8ABE-9D528C6F1D69 Docusign Envelope ID: 5D8F6971-8F00-45D3-8ABE-9D528C6F1D69 Service Order Service Order Information Agreement For City of Carmel, Indiana Subscription Start Date April 19, 2025 Subscription End Date April 18, 2027 Billing Information Billing Street \SOT_Account_Billing_Street_1\ Civic Sq Billing Email \SOT_Quote_Billing_Email_1\ Billing City \SOT_Account_Billing_City_1\ Carmel Billing Method ACH Billing State/Province \SOT_Account_Billing_State_1\ Indiana Billing Frequency Annual Billing Country \SOT_Account_Billing_Country_US_1\ United States Net Terms Net 45 Billing Zip/Postal Code \SOT_Account_Billing_Zip_1\ 46032 Payment Portal Used? No \SOT_Payment_Portal_1\ Products Quantity Professional Plan 1.00 Unlimited Profiles 1.00 Additional Users 5.00 Listening - Up to 3 Topics 1.00 Premium Analytics 1.00 Total Investment: USD 58,233.40 Page 1 of 3 Exhibit ADocusign Envelope ID: 5D8F6971-8F00-45D3-8ABE-9D528C6F1D69 Service Order 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: \SOT_Quote_Tax_Exemption_Question_1\ If yes, please complete the following: Tax Exempt ID: \SOT_Quote_Tax_Exemption_Id_1\ 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: \SOT_Quote_PO_Number_Question_1\ If yes, please complete the following: PO Number: \SOT_Quote_PO_Number_1\ Page 2 of 3 Docusign Envelope ID: 5D8F6971-8F00-45D3-8ABE-9D528C6F1D69 Service Order Terms and Conditions This Service Order is governed by, and the Services are provided subject to, the terms and conditions of the Terms of Service, which includes the respective Product- Specific Terms, available for review at sproutsocial.com/terms/ ("Agreement") and is expressly incorporated by reference into this Service Order. All defined terms shall have the meaning ascribed to them in the Agreement. Any terms or conditions listed on Subscriber's purchase order or other similar document that Sprout Social does not specifically and expressly accept in writing are hereby rejected. Unless otherwise set forth above or in the Agreement, Sprout Social requires payment made in advance of the subscription period. Except as otherwise expressly stated in the Agreement, all fees paid hereunder are nonrefundable and all subscriptions purchased herein are non-cancelable. All fees set forth in this Service Order do not include applicable taxes that may apply. NON-APPROPRIATION: As outlined in Indiana Code IC 6-1.1-18-4, if no funds are appropriated for the Agreement in 2026 or 2027 budgets by the City's legislative body, the City may terminate the Agreement without any penalties, fees or early termination fees. The City agrees to make best efforts to secure the necessary funding and to provide notice as soon as possible if such funds are not appropriated. Notwithstanding anything to the contrary in the Agreement, this Service Order will not automatically renew unless mutually agreed upon in writing by the parties. Sprout Social or its Affiliates, may use Subscriber’s name or logo on its or their website(s) or in any promotional materials, press releases, investor materials, and other stockholder communications. Sprout Social and its Affiliates, as applicable, will comply with any reasonable written logo guidelines provided by Subscriber in writing. If Professional Services (as 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, Subscriber agrees that it will: (i) be available for discovery call if requested; (ii) cooperate in all matters relating to the Professional Services and appoint an employee or representative of Subscriber to serve as the primary contact who will have the authority to act on behalf of Subscriber with respect to the Professional Services; (iii) 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 Professional Services involve implementation of Listening Product, Subscriber will provide a full list of any needed keyword inclusions (branded hashtags or handles). If Sprout Social's performance of its obligations under this Service Order or the Agreement are prevented or delayed by any act or omission of Subscriber or its agents, subcontractors, consultants or employees, Sprout Social will not be deemed in breach of 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. Subscriber acknowledges and agrees that Sprout Social shall have the right to access its account for the purposes of onboarding, implementation, and/or initial product training. Such services shall be completed within four (4) weeks from the Subscription Start Date unless otherwise delayed by Subscriber. All one-time service hours within this Service Order are subject to expiration after ninety (90) days from the Subscription Start Date. Subscriber - City of Carmel, Indiana Sprout Social, Inc. Name: \n1\ Name: \n2\ Title: \t1\ Title: \t2\ Signature: \s1\ Signature: \s2\ Date: \d1\ Date: \d2\ Page 3 of 3 Zachary Q. Jackson CFO/Controller 4/1/2025 Docusign Envelope ID: 5D8F6971-8F00-45D3-8ABE-9D528C6F1D69 April 1, 2025 Manager, Renewals, Enterprise Connor Griffith v. Feb.2024 Exhibit B Government Entity Addendum to the Sprout social lac Terms 0t 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 this Addendum or 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 bjHjpqteam@sproutsocjal 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 Docusign Envelope ID: AB48A596-25B8-4D49-BB77-F5F148D45285Docusign Envelope ID: 5D8F6971-8F00-45D3-8ABE-9D528C6F1D69 v. Feb.2024 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 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. Docusign Envelope ID: AB48A596-25B8-4D49-BB77-F5F148D45285Docusign Envelope ID: 5D8F6971-8F00-45D3-8ABE-9D528C6F1D69 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. By: Name: Title: Date: Docusign Envelope ID: AB48A596-25B8-4D49-BB77-F5F148D45285 Connor Griffith March 20, 2025 Manager, Renewals, Enterprise CFO/Controller Zachary Q. Jackson 4/1/2025 Docusign Envelope ID: 5D8F6971-8F00-45D3-8ABE-9D528C6F1D69 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. Docusign Envelope ID: AB48A596-25B8-4D49-BB77-F5F148D45285Docusign Envelope ID: 5D8F6971-8F00-45D3-8ABE-9D528C6F1D69 EXHIBITD AFFIDAVIT 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 the "Employer") in the position of _________________ _ 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 day of , 20 ---------------- Printed: 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. Printed: Docusign Envelope ID: AB48A596-25B8-4D49-BB77-F5F148D45285 Sr. Manager, Renewals Connor Griffith Connor Griffith Sprout Social March 20, 2025 Docusign Envelope ID: 5D8F6971-8F00-45D3-8ABE-9D528C6F1D69 3/14/2025 SPROUT SOCIAL INC PALATINE, IL 60055 - 116585 DEPT CH 17275 City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PURCHASE ORDER NUMBER THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR SHIP TO PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT EXTENSION SPROUT SOCIAL SERVICES & ANALYTICS COMMUNITY RELATIONS 1 CIVIC SQ Carmel, IN 46032- 377737 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 99097 1203Department:101Fund:General Fund 44-632.02Account: SPROUT SOCIAL SERVICES & ANALYTICS1 $29,116.70 $29,116.70Each 29,116.70SubTotal 29,116.70 Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 PAYMENT 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 AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. CONTROL NO. 116585 ORDERED BY TITLE COMMUNITY RELATIONS 1 Civic Square Carmel, IN 46032- Kelly Douglas Zac Jackson Director CFO Docusign Envelope ID: AB48A596-25B8-4D49-BB77-F5F148D45285Docusign Envelope ID: 5D8F6971-8F00-45D3-8ABE-9D528C6F1D69