Contract No. 4268
FIRST MODIFICATION OF HOOTSUITE SAAS AGREEMENT
Modification), entered into as of July 2, 2018, by and between the City of Santa Monica, a municipal corporation ("City"), and Hootsuite Inc. (formerly Hootsuite Me- dia Inc., hereinafter "Hootsuite") is made with reference to the following:
RECITALS
A. On or about August 10, 2016, the City and Hootsuite entered into a Hootsuite SAAS Agreement Number 4268 for social media management services on the Hootsuite platform. ("Original Agreement").
B. The City and Hootsuite desire to enter into a new Authorization Form and to modify the Original Agreement to extend the original term by an additional two years for the same services, to increase the compensation for the extended services, and to include the City's insurance requirements to the Original Agreement on the terms and conditions set forth herein.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Origi- nal Agreement as follows:
Additional Services for Extension Period. A new authorization form identified as "Q-217178-1" ("New Authorization Form") is attached hereto as Exhibit A-1 and extends the services set forth in the Original Agreement by an additional two year period. Pursuant to the terms of the New Authorization Form, the term of the agreement shall be ex- tended up through August 9, 2020, unless terminated earlier by the parties.
Additional Compensation. Pursuant to the terms of the New Authori- zation Form, the fees shall be increased by an amount not to exceed $79,500, as set forth in Exhibit B-1. The total contract price for services pursuant to the Original Agreement and this First Modification shall not exceed $159,000.
The following insurance requirements shall be included as a term of this agreement:
Hootsuite must obtain and maintain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C-1, Insurance Requirements.
Exhibit A-1, Exhibit B-1, and C1 are attached hereto incorporated herein by this reference.
1 August 2017
2. Except as expressly modified by this First Modification, all other terms and condi- tions of the Original Agreement shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this First Modification as of the date and year first written above.
CITY OF SANTA MONICA,
ATTEST: a municipa corporatio
denie Andessar Lick Ghe
By:
DENISE ANDERSON-WARREN RICK COL
City Clerk City Manager
APPROVED AS TO FORM:
LANE DILG
City Attorney
Hootsuite Inc.
But state
By: _
Name: RobeRt Elliot
Senior vice Peesident, Globalsales
2 August 2017
Exhibit A-1
Authorization Form Q-2171781
3 August 2017
Hootsuite Inc.
Hootsuite™ 5 East 8th Avenue, Vancouver BC, Canada. V5T 1R6 Phone: 1-604-681-4668 | Fax: 1-888-412-0295
Authorization Form Prepared For: Quote #: Q-217178-1
City of Santa Monica Date: 19-MAR-2018
1717 4th St, Suite #270
Expires 8-AUG-2018
Santa Monica, CA
Prices quoted in USD
United States 90401
Emil guitar ershaw Giorseshom
Item
Hootsuite Enterprise Standard Package Includes USD
- 25 Hootsuite Enterprise seats 79,500.00
- 20 streams of Hootsuite Insights
- App directory access
- Access to expert product training sessions
- 1 web-based strategy training session
- 1 Advanced Social Media Strategy (ASMS) course enrollment Customer: City of Santa Monica Billing Schedule
Annually
Contact Name: Constance Farrell Payment Terms Payments are due within 30 Phone: 310) 458-8301
days of invoice date
Company URL: www.santa-monica.org
Customer Billing Address: 1717 4th St, Suite #270 Start of Initial Term: 10-AUG-2018 Santa Monica, CA 90401 End of Initial Term: 9-AUG-2020
United States
Primary Contact Email: [email protected]
Billing Contact Name: Constance Farrell
Billing Contact Phone: (310) 458-8301
Billing Contact Email: [email protected]
Additional Terms:
By signing this Authorization Form, you agree to: (a) purchase the products and services pursuant to the terms and fees set forth herein; and (b) pay the Total Price (and applicable sales and use taxes) and authorize Hootsuite to submit invoices for such payment.
This Authorization Form is subject to the terms and conditions in the Hootsuite SAAS Agreement between City of Santa Monica and Hootsuite (the 'Terms'), including renewal provisions, if any.
Name Signature
Title Date of Signature
Exhibit B-1
Budget
The City shall compensate Hootsuite an amount not to exceed $79,500 for services rendered in Authorization Form Q-217178-1.
August 2017
Exhibit C-1
Insurance Requirements
Hootsuite shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Hootsuite, its agents, representatives, em- ployees or subcontractors.
Minimum Scope and Limits of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): CGL on an "occurrence" basis, including prod- ucts and completed operations, property damage, bodily injury and personal and adver- tising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement or the general aggregate limit shall be twice the required occurrence limit.
2. Professional Liability: Insurance appropriate to Hootsuite's Services with limits of no less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate.
Other Insurance Provisions
1. The insurance policies are to contain, or be endorsed to contain, the following provi- sions:
a. Additional Insured Status: The City of Santa Monica, its officers, officials, employ- ees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Hootsuite including materials, parts, or equipment furnished in connection with such work or operations.
b. Primary Coverage: For any claims related to this Agreement, the Consultant's in- surance shall be primary coverage as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Consultant's insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that cov- erage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Hootsuite hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of Hootsuite may acquire against the City of Santa Monica by virtue of payment of any loss. Hootsuite agrees 5 August 2017
that this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.
Claims Made Policies
1. If the Professional Liability policy provides "claims made" coverage:
a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another "claims made" policy form with a Retroactive Date prior to the effective Agreement date, Hootsuite must purchase "extended reporting" coverage for a minimum of 5 years after completion of work.
Verification of Coverage
Hootsuite shall furnish the City of Santa Monica with certificates of insurance as evidence of the required coverages, on request no more than once annually.
Failure to Maintain Insurance Coverage
If Hootsuite, for any reason, fails to maintain insurance coverage which is required pursuant to the Agreement, the same shall be deemed a material breach of contract and the City of Santa Monica, at its sole option, may terminate the Agreement pursuant to Section 6.3 of the Agreement.
6 August 2017