HomeMy WebLinkAboutC2021-048 - 3/2/2021 - Approved DocuSign Envelope ID: F9C13735-C2F2-4711-B9FD-EE93F3BD0824
SC
SERVICE AGREEMENT NO. 92145
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Sprout Social Media Web Host Services
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THIS Sprout Social Media Web Host Services Agreement ("Agreement") is entered
into by and between the City of Corpus Christi, a Texas home-rule municipal
corporation ("City") and Sprout Social, Inc. ("Contractor'), effective upon execution
by the City Manager or the City Manager's designee ("City Manager").
WHEREAS, Contractor has bid to provide Sprout Social Media Web Host Services
in response to Request for Bid/Proposal No. 92145 ("RFB/RFP"), which RFB/RFP includes
the required scope of work and all specifications and which RFB/RFP and the
Contractor's bid or proposal response and Contractor's terms and conditions found at
sproutsocial.com/terms ("Sprout Social Terms") as modified by Attachment E, which is
attached hereto and incorporated by reference, as applicable, are incorporated by
reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set
out here in its entirety.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide Sprout Social Media Web Host ("Services") in
accordance with the attached Scope of Work, as shown in Attachment A, the
content of which is incorporated by reference into this Agreement as if fully set
out here in its entirety, and in accordance with Exhibit 2.
2. Term. This Agreement is for five years, with performance commencing upon the
date of issuance of a notice to proceed from the Contract Administrator or the
Contracts and Procurement Department, or the performance date listed in the
notice to proceed, whichever is later. The parties may mutually extend the term
of this Agreement for up to zero additional zero-year periods ("Option Period(s)"),
provided, the parties do so by written amendment prior to the expiration of the
original term or the then-current Option Period. The City's extension authorization
must be executed by the City Manager or designee.
3. Compensation and Payment. This Agreement is for an amount not to exceed
$76,500.00, subject to approved extensions and changes. Payment will be made
for Services completed and accepted by the City within 30 days of acceptance,
subject to receipt of an acceptable invoice. Contractor shall invoice no more
frequently than once per month. All pricing must be in accordance with the
attached Bid/Pricing Schedule, as shown in Attachment B, the content of which
is incorporated by reference into this Agreement as if fully set out here in its
entirety. Any amount not expended during the initial term or any option period
may, at the City's discretion, be allocated for use in the next option period.
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DocuSign Envelope ID: F9C13735-C2F2-4711-B9FD-EE93F3BD0824
Invoices will be mailed to the following address with a copy provided to the
Contract Administrator:
City of Corpus Christi
Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, Texas 78469-9277
4. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment. The City's Contract Administrator for this Agreement is as follows:
Name: Tracy Valdez
Department: Communications Department
Phone: 361-826-3125
Email: TracyS@cctexas.com
5. Insurance; Bonds.
(A) Before performance can begin under this Agreement, the Contractor must
deliver a certificate of insurance ("COI"), as proof of the required insurance
coverages, to the City's Risk Manager and the Contract Administrator.
Additionally, the COI must state that the City will be given at least 30 days'
advance written notice of cancellation, material change in coverage, or intent
not to renew any of the policies. The City must be named as an additional insured.
The City Attorney must be given copies of all insurance policies within 10 days of
the City Manager's written request. Insurance requirements are as stated in
Attachment C, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
(B) In the event that a payment bond, a performance bond, or both, are
required of the Contractor to be provided to the City under this Agreement before
performance can commence, the terms, conditions, and amounts required in the
bonds and appropriate surety information are as included in the RFB/RFP or as
may be added to Attachment C, and such content is incorporated here in this
Agreement by reference as if each bond's terms, conditions, and amounts were
fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of Services to be
provided by the Contractor over a period of time, the City will exercise its right to
specify time, place and quantity of Services to be delivered in the following
manner: any City department or division may send to Contractor a purchase
release order signed by an authorized agent of the department or division. The
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DocuSign Envelope ID: F9C13735-C2F2-4711-B9FD-EE93F3BD0824
purchase release order must refer to this Agreement, and Services will not be
rendered until the Contractor receives the signed purchase release order.
7. Inspection and Acceptance. City may inspect all Services and products supplied
before acceptance, if applicable to the Services or products provided by
Contractor. Any Services or products that are provided but not accepted by the
City must be corrected or re-worked immediately at no charge to the City. If
immediate correction or re-working at no charge cannot be made by the
Contractor, a replacement service may be procured by the City on the open
market and any costs incurred, including additional costs over the item's
bid/proposal price, must be paid by the Contractor within 30 days of receipt of
City's invoice.
8. Warranty.
(A) The Contractor warrants that all products supplied under this Agreement
are new, quality items that are free from defects, fit for their intended purpose,
and of good material and workmanship. The Contractor warrants that it has clear
title to the products and that the products are free of liens or encumbrances.
(B) In addition, the products purchased under this Agreement shall be
warranted by the Contractor or, if indicated in Attachment D by the
manufacturer, for the period stated in Attachment D. Attachment D is attached
to this Agreement and is incorporated by reference into this Agreement as if fully
set out here in its entirety.
(C) Contractor warrants that all Services will be performed in accordance
with the standard of care used by similarly situated contractors performing similar
services.
9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing
Schedule are estimates only and do not obligate the City to order or accept more
than the City's actual requirements nor do the estimates restrict the City from
ordering less than its actual needs during the term of the Agreement and including
any Option Period. Substitutions and deviations from the City's product
requirements or specifications are prohibited without the prior written approval of
the Contract Administrator.
10. Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City,which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City's City
Council to determine whether or not to fund this Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
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DocuSign Envelope ID: F9C13735-C2F2-4711-B9FD-EE93F3BD0824
11. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such Services in its own
manner and method, and under no circumstances or conditions will any agent,
servant or employee of the Contractor be considered an employee of the City.
12. Subcontractors. Contractor may use subcontractors in connection with the work
performed under this Agreement. When using subcontractors, however, the
Contractor must obtain prior written approval from the Contract Administrator
unless the subcontractors were named in the bid or named at
haps://sprou social.com/Ips/subprocessor-adpr-sprout/. Approval of proposed
subcontractors shall not be withheld unreasonably. In using subcontractors, the
Contractor is responsible for all their acts and omissions to the same extent as if
the subcontractor and its employees were employees of the Contractor. All
requirements set forth as part of this Agreement, including the necessity of
providing a COI in advance to the City, are applicable to all subcontractors and
their employees to the same extent as if the Contractor and its employees had
performed the work.
13. Amendments. This Agreement may be amended or modified only in writing
executed by authorized representatives of both parties.
14. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other applicable taxes. Upon request, the City
Manager shall be provided proof of payment of these taxes within 15 days of such
request.
16. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Tracy Valdez
Title: Executive Assistant
Address: 1201 Leopard St., Corpus Christi, TX 78401
Phone: 361-826-3125
Fax: N/A
IF TO CONTRACTOR:
Sprout Social, Inc.
Attn: Chelsea Carpenter
Title: Account Manager
Service Agreement Standard Form Page 4 of 7
DocuSign Envelope ID: F9C13735-C2F2-4711-B9FD-EE93F3BD0824
Address: 131 S. Dearborn Street, Suite 700 , Chicago, IL 60603
Phone: 773-341-4733
Fax: N/A
17. SUBJECT TO THE LIMITATION OF LIABILITY OF THE SPROUT SOCIAL TERMS,
CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND
AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY,
LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF
WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF
PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND
OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES,
WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION
WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS
AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT
ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS
EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE,
INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT
OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH
COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL
CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF
ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE,
LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION
OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
18. Termination. The City Manager may terminate this Agreement for Contractor's
failure to comply with any of the terms of this Agreement. The Contract
Administrator must give the Contractor written notice of the breach and set out a
reasonable opportunity to cure. If the Contractor has not cured within the cure
period, the City Manager may terminate this Agreement immediately thereafter.
19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a
copy of the owner's manual and/or preventative maintenance guidelines or
instructions if available for any equipment purchased by the City pursuant to this
Agreement. Contractor must provide such documentation upon delivery of such
equipment and prior to receipt of the final payment by the City.
20. Limitation of Liability. Each party's maximum liability under this Agreement is
limited to the total amount of compensation listed in Section 3 of this Agreement.
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DocuSign Envelope ID: F9C13735-C2F2-4711-B9FD-EE93F3BD0824
In no event shall either party be liable for incidental, consequential or special
damages.
21. Assignment. No assignment of this Agreement by the Contractor, or of any right
or interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the
Contractor is of the essence of this Agreement, and the City Manager's right to
withhold consent to such assignment is within the sole discretion of the City
Manager on any ground whatsoever.
22. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
23. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding attachments and exhibits);
B. its attachments (including Sprout Social Terms);
C. the bid solicitation document including any addenda (Exhibit 1 ); then,
D. the Contractor's bid response (Exhibit 2).
24. Certificate of Interested Parties. Contractor agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
Form 1295 "Certificate of Interested Parties" as part of this Agreement if required
by said statute.
25. Governing Law. The parties agree to remain silent on governing law.
26. Public Information Act Requirements. This paragraph applies only to agreements
that have a stated expenditure of at least $1,000,000 or that result in the
expenditure of at least $1,000,000 by the City. The requirements of Subchapter J,
Chapter 552, Government Code, may apply to this contract and the Contractor
agrees that the contract can be terminated if the Contractor knowingly or
intentionally fails to comply with a requirement of that subchapter.
27. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
Service Agreement Standard Form Page 6 of 7
DocuSign Envelope ID: F9C13735-C2F2-4711-B9FD-EE93F3BD0824
Sprout Social, Inc.
P�Do�c_uSignedby: �l
Signature: Dish", w Res.032374
C69521BF6D9149E._ Authorized By
Christine Lawther
Printed Name: Council 03/02/2021
Title. senior Manager, customer success IF
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2/3/2021 C�
Date:
CITY OF CORPUS CHRISTI ATTEST:
DocuSigned by: DocuSigned by:
JosRSiroNe
Y Rebecca Huerta
Interim Assistant Director, Contracts and Procurement City Secretary
Date: 3/3/2021
APPROVED AS TO LEGAL FORM:
DocuSignedby:
&A,. 9WVV,—Ft,,j 2/15/2021
F8i96E1-9AA8 B—
Assistant City Attorney Date
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance and Bond Requirements
Attachment D: Warranty Requirements
Attachment E: Addendum to Sprout Social Terms
Incorporated by Reference Only:
Exhibit 1 : RFB/RFP No. 92145
Exhibit 2: Contractor's Bid/Proposal Response
Service Agreement Standard Form Page 7 of 7
DocuSign Envelope ID: F9C13735-C2F2-4711-B9FD-EE93F3BD0824
ATTACHMENT A: SCOPE OF WORK
The Contractor shall provide a social media application of an integrated Social
Media solution. This application will monitor all City social media channels and
including at least 8 different platforms. The Contractor shall provide free
unlimited reports and free archive which is required by State Law.
Page 1 of 1
DocuSign Envelope ID: F9C13735-C2F2-4711-B9FD-EE93F3BD0824
Service Order sproutsocial
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Agreement Fxcription End Date
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Additional Profilo 40.00
DiSCOUnt: 63.5%
'r tai Investment ent ( SD): $76,500.00
Page 1 of 2
DocuSign Envelope ID: F9C13735-C2F2-4711-B9FD-EE93F3BD0824
Service sproutsocial
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VATNurnber
(if applicable)
Special Contract` errn
This Service Order is executed between Sprout Social,Inc.(`Sprout Social")and ttae above,,;earned subscriber("Subscriber"),and is governed by the terrns and conditions
of the Sprout Social, Inc.Terms of Service,which is available for review at sproLitsocial.com/terms/("Agreement")and expressly incorporated by reference into this Service
Order.The services described above may only be,used by the Subscribes,and sul:rject to the:scope limitations set forth herein.
Unless otherwise set forth above or in the Agreement,Sprout Social roquires payment made in advance of the subscription period.Pro-rated refunds are not provided for
early cancellation and Subscriber may not tcaninate 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 tax(,:s,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 arnount 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.
This Service Order,ingluding any additional users,profiles,brand keywords,groups,mentions,topics,orany other acid-ons,will automatically renew for additional periods
equal to the length of the subscription tern set lot if'i above unless either party provides written notice to the other party at least 30(lays prior to expiration.Subscriber must
ernail its account manager or succe_s_stearn(a)spr4utsocial,corn to provide such notice.
Sprout Social may use Subscriber's name or lotto an its website or In any fxomotional materials,press releases,investor,,materials,and other stockholder communications.
;Sprout Social will comply with any reasonable written logo guide-lines provided by Subscriber in writing.
If Professional Services(as defined in the Agreement)are,deaivered 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 rnatters 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,authorization,,:,or decisions that are reasonably necessary for performance of the
Professional services;(iv)provide;the intbrrnation Sprout Social may reasonably request in order to carry out the Professional Service:;;and(v)rt`file Professional Services
involve implementation of Listening Product,Subscriber will provide a full list cf any needed keyword inclusions(branded hashtags or handles).
If Sprout Social's performance of its obligations under this Service-,:Order or the Agree,.merat are prevented car delayed by any act or omission of Subscriber or its agents,
subcontractors,consultants or ernployees,Sprout Social will not be deerned in broach 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 frorn such prevention or delay.
Professional Services Involving implementation and/or Initial poduct training will be;completed within four(4)weeks frorn the Subscription Start Date unless otherwise delayed
by Subscriber.All one-tune;service hours within this Service Order are subject to expiration after ninety(90)clays from the Subscription Start Date.
Should the Professional Services involve Sprout Social accessing Subscriber's account,as requested or approved by Subscriber,the parties agree that Subscriber acts as a
controller of any personal data processed by Sprout Social in p0dorrnance of the Professional Services.Such processing shall be subject to the data processing addendum
found at h„ttpsm//medias rou soci cn/uplaa, s/Downloadable-Customer-DPA�df and Sprout Social;pct,solely as a processor at processes personal data in accordance
with Subscriber's instructions.
Page 2 of 2
DocuSign Envelope ID: F9C13735-C2F2-4711-B9FD-EE93F3BD0824
ATTACHMENT C: INSURANCE REQUIREMENTS
No insurance or bonds are required, therefore, Service Agreement 92145,
Section 5(A) and (B) are hereby void.
Page 1 of 1
DocuSign Envelope ID: F9C13735-C2F2-4711-B9FD-EE93F3BD0824
ATTACHMENT D: WARRANTY REQUIREMENTS
No product warranty is required therefore, Service Agreement 92145, Section
8, Warranty Requirements subsections 8(A)and (B) are hereby void.
Page 1 of 1
DocuSign Envelope ID: F9C13735-C2F2-4711-B9FD-EE93F3BD0824
Attachment E
Addendum to Sprout Social Terms
This Addendum shall modify the Sprout Social Terms located at sproutsocial.com/terms and
referenced in the Agreement between the City and the Contractor. To the extent that any of
these terms are inconsistent with the terms of the Agreement, the terms in this addendum shall
govern.
1. The following language is added to the end of Section 9 of the Sprout Social terms:
"Sprout Social acknowledges that You are a Texas governmental entity subj ect to the Texas
Public Information Act(the "Act") and that You must comply with that Act. Should You
receive a request for disclosure of Information pursuant to the Act, You will promptly
provide Sprout Social with notice of such request so that Sprout Social may avail itself of
any opportunities to establish reasons why the information should be withheld prior to
disclosing such Confidential Information. The burden of establishing the applicability of
exceptions to the disclosure of Confidential Information under the Act resides with Sprout
Social. Should Sprout Social be unable to establish a valid exception from disclosure or
exclusion from the Act, then You may release the information, solely to the extent
necessary to comply with the Act."
2. Section 16 of the Sprout Social Terms is deleted in its entirety. The City will have no
obligation to indemnify the Contractor.
3. Section 17.2 of the Sprout Social Terms is amended as follows: "Monetary Cap on Liability.
UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF SPROUT SOCIAL AND OUR
RESPECTIVE AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS(INCLUDING BUT NOT LIMITED
TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION
OR CLAIM IS BASED ON CONTRACT,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY,OR ANY OTHER
LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNT PAID BY YOU TO SPROUT SOCIAL UNDER
THE
'''AGREEMENT BETWEEN YOU AND SPROUT SOCIAL.THE FOREGOING LIMITATIONS WILL NOT IN
ANY WAY LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 6 ABOVE. THE LIMITATION OF
LIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO YOU AND YOUR AFFILIATES."
4. Section 18.8 of the Sprout Social Terms is deleted in its entirety and replaced with the
following language:"18.8. Governing Law. The parties agree to remain silent on
governing law."
5. Sections 18.9 and 18.10 of the Sprout Social Terms are hereby deleted in their entirety.
6. Section 18.12 is hereby modified as follows: "Entire Agreement. Except for the written
agreement between You and Sprout Social, any service order,these Terms are the final and complete
expression of the agreement between these parties regarding your use of the Products and
Application. These Terms supersede, and the terms of these Terms govern, all previous oral and
written communications regarding these matters, all of which are merged into these Terms. Sprout
Social will not be bound by, and specifically objects to, any term, condition, or other provision that is
different from or in addition to these Terms (whether or not it would materially alter this agreement)
that is proffered by you in any receipt, invoice, acceptance, purchase order, confirmation,
DocuSign Envelope ID: F9C13735-C2F2-4711-B9FD-EE93F3BD0824
correspondence, or otherwise, regardless of Sprout Social's failure to object to such terms, provisions
or conditions."
City of Corpus Christi
DocuSigned by:
Signature:
L,
Print Name: josh Chronley
Interim AD of Contracts & Po ureVJJ 021
Title:
Sprout Social, Inc.
DocuSigned by:
Signature: r, Shox (,�
C69521 BF6D9149E...
Print Name: Christine Lawther
Title:
Senior Manager, Customer Succ dsate: 2/3/2021