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HomeMy WebLinkAboutCAG2021-069 - Extension - Sprout Social Inc. - Sprout Social Software Subscription Renewal - 1/9/25 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) WASHINGTON Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Ikhra Mohamed IT Date Sent: Date Required: > 12/27/2024 01/10/2025 Q Mayor or Designee to Sign. Date of Council Approval: Q Interlocal Agreement Uploaded to Website N/A Budget Account Number• Grant? Yes No�✓ 52001770.64260.1800 Budget?❑✓ Yes Type: N/A Vendor Name: Category: i Sprout Social Inc Contract Vendor Number: Sub-Category: 2428476 Extension 0 Project Name: Sprout Social Software Subscription Renewal 3- Project Details: 3 r renewal extension of Sprout Social software subscription, at a total cost of 0Y P $99,140.33, including any applicable Washington State Use Tax, under *, Mayor's signature authority. C Agreement Amount: $99,140.33 Basis for Selection of Contractor: Direct Negotiation E *Memo to Mayor must be attached .1111 i Start Date: 0 9/2025 Termination Date: 02/18/2028 lm a Local Business? Yes ✓�No*If meets requirements per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions"form on Cityspace. Business License Verification: ❑Yes In-Process F1 Exempt(KCC 5.01.045) F71Authorized Signer Verified Notice required prior to disclosure? Contract Number: Yes ✓❑No CAG2021-069 Comments: <<Signature on attached order form pg. 4/5>> c Dana Ralph, Mayor 3 0 Date: <<date on attached order form pg. 4/5>> 40 Date Received:City Attorney: 12/30/24 Date Routed:Mayor's Office 1/7/25 6ity Clerk's Office 1/7/25 adccW22373_7_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 Docusign Envelope ID:7AC8A311-6D99-4338-9B09-54AE829BOB84 Service Order sproutsocial OrderService Agreement For Subscription Start Date Subscription End Date City of Kent February 19, 2025 February 18, 2028 [Billing Information Billing Street Billing Email 220 4th Ave S apinvoices@kentwa.gov Billing City Billing Method Check Kent Billing State/Province Billing Frequency Annual Washington Billing Country Net Terms Net 30 United States Billing Zip/Postal Code Payment Portal Used? 98032 . .ucts Quantity Advanced Plan 1.00 Additional Users 9.00 Listening - Up to 3 Topics 1.00 Discount: 25.6% Total Investment(USD): USD 89,964.00 Page 1 of 3 Docusign Envelope ID:7AC8A311-6D99-4338-9BO9-54AE829BOB84 Service Order sproutsocial ExemptionTax . 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: 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: Yes If yes, please complete the following: PO Number: 167731 Page 2 of 3 Docusign Envelope ID:7AC8A311-6D99-4338-9BO9-54AE829BOB84 Service Order sproutsocial Terms and Conditions This Service Order is executed between Sprout Social,Inc.("Sprout Social")and the below named subscriber("Subscriber"),and is governed by the terms and conditions of the Sprout Social,Inc.Terms of Service,which is available for review at sproutsocial.com/terms/("Agreement")and expressly incorporated by reference into this Service Order.The services described above may only be used by the Subscriber,and subject to the scope limitations set forth herein. Unless otherwise set 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 to the end of the subscription term for convenience. All payments required by this Service Order are exclusive of federal,state,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 of all such charges(excluding taxes based upon Sprout Social's net income),which amount will be reflected on the invoice issued by Sprout Social.All amounts payable by Subscriber hereunder shall be grossed-up for any withholding taxes imposed by any foreign government on Subscriber's payment of such amounts to Sprout Social. Notwithstanding anything to the contrary in the Agreement,this Service Order will not automatically renew unless mutually agreed upon in writing by the parties. Notwithstanding anything to the contrary in the Agreement,Sprout Social and its Affiliates may not use Subscriber's name or logo on its website or in any promotional materials,press releases,investor materials,or other stockholder communications unless Sprout Social or its Affiliates obtain Subscriber's prior written consent.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. • • of • • Social, Name: Darla Ralph Name: Kayce Hochevar Title: Mayor Title: Manager, Customer success Renewals, Managed Signature: Dcur,_C� Signature: Docusigned by: 5CF4B=2974457... Date: 01/09/2025 Date: December 18, 2024 Page 3 of 3 DATE(MM/DD/YYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCE �� 12/19/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Newfront Insurance Services PHONE Cert Request FAX 777 Mariners Island Blvd Suite 250 A/C No E:t: 650-488-8565 AIC No: E-MAIL San Mateo, CA 94404 ADDRESS: Tech CertReq u est&newfront.corn INSURER(S)AFFORDING COVERAGE NAIC# www.newfront.com INSURERA: Great Northern Insurance Company 20303 INSURED INSURER B: Spprout Social 131 S. Dearborn St, Suite 700 INSURERC: Chicago IL 60603 INSURERD: INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 83173423 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP /Y LIMITS LTR INSD WVD POLICY NUMBER MM/DDYYY IY MM/DDYYY A ✓ COMMERCIAL GENERAL LIABILITY 36054293 7/1/2024 7/1/2025 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE 1/ OCCUR PREMISES Ea occurrence $1,000,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY❑ PRO-JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident L $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Evidence of Insurance CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Clty of Kent THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 220 4th Ave S ACCORDANCE WITH THE POLICY PROVISIONS. Kent,WA 98032 AUTHORIZED REPRESENTATIVE Rod Sockolov ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 83173423 24-25 All Lines/E&O $5M I Exci:AU XS WC OTT OT2 OT3 OT4 I Sankara Rao 1 12/19/2024 4:33:42 PM (PST) I Page 1 of 1 This certificate cancels and supersedes ALL previously issued certificates.