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HomeMy WebLinkAbout24I393 - Meltwater News US IncCONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Meltwater News Meltwater News US Inc Marcus Thornburn marcus.thornburn@meltwater.com Amendment #1 Adding additional searchers and users. NTE $72,520 (Including this A#1 $33,520) 3 Years: 04/01/25 - 12/17/27 N/A Tyler Winther tyler.winther@meltwater.com Dennis Bryntesson dennis.bryntesson@meltwater.com Communications Amy Blaisdell Ext: 8250 N/A 24I393 1 Yes Yes N/A Department - No 3 Quotes received N/A N/A N/A 03/18/25 Kendall Bradley Docusign Envelope ID: DF7291AD-AD28-42D5-BDE6-395226D88296 Amendment No. A1 (Ref: 24I393) This Amendment No. A1 to the Meltwater Services (hereinafter “Amendment”) is an amendment to the agreement entered into on Dec 18, 2024 between Meltwater News US Inc. (hereinafter “Meltwater”) and City of Palm Springs (hereinafter “Customer”), as amended, for the provision of Meltwater Services (hereinafter the “Agreement”). The Parties wish to amend the Agreement as follows: In addition to the current services, starting as of Apr 01, 2025 and ending Dec 17, 2027 Meltwater shall provide Customer access to the following Meltwater Services, as described below (“Additional Meltwater Services”): Additional Searches (Apr 01, 2025 - Dec 17, 2027) 15 additional searches. A "Search" is a string of keywords used to search online news or social media sources and find relevant results in the form of articles or posts. Additional User(s) (Apr 01, 2025 - Dec 17, 2027) Users: Access by up to 5 Authorized Users (defined herein) to the Meltwater platform. "Authorized Users" means those specific employees or consultants located in United States that Customer has authorized to use the Meltwater platform solely for Customer's own internal business purposes. Customer shall pay Meltwater an amount of USD 33520.00 (amount excludes sales tax), for the Additional Meltwater Services. resulting in a revised contract amount not to exceed USD $72,520 Additional Provisions: Notwithstanding anything to the contrary in this Agreement, Customer will pay all invoices in accordance with the following schedule: Invoice 1 in the amount of 8820.00 USD due on or before Apr 14, 2025 ; Invoice 2 in the amount of 12350.00 USD due on or before Dec 31, 2025 ; Invoice 3 in the amount of 12350.00 USD due on or before Dec 31, 2026 ; Notwithstanding anything to the contrary in this Agreement, the Meltwater Services may be used by employees of Customer, its parent company, or any of its wholly-owned subsidiaries or affiliates who are designated as Authorized Users under the Agreement. For the avoidance of doubt, Customer agrees that it shall be fully responsible for any Authorized Users’ usage of the Meltwater Services. The affiliates designated as Authorized Users under this Agreement are: City of Palms Springs, Palm Springs International Airport, City of Palm Springs Police Department, City of Palm Springs Fire Department. 1 Meltwater News US Inc. 275 Shoreline Drive, Suite 150, Redwood City, CA, 94065 United States of America T: 001 415 829 5900, F: 001 415 848 9190. FTIN number: 20-8289528 (b2b-version) www.meltwater.com Docusign Envelope ID: DF7291AD-AD28-42D5-BDE6-395226D88296 This Amendment No. A1 is effective upon countersignature by Customer. Except as set forth in this Amendment No. A1, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms. If there is a conflict between this amendment and the Agreement or any earlier amendment, the terms of this Amendment shall prevail. Customer Meltwater Name and Contact Information: Name and Contact Information: City of Palm Springs 3200 E.Tahquitz Canyon Way Palm Springs, California 92262 United States Contact: Amy Blaisdell P: 7605075243 Meltwater News US Inc. 275 Shoreline Drive, Suite 150, Redwood City, CA, 94065 United States of America FTIN number: 20-8289528 (b2b-version) Date ____________________________Date ____________________________ Name ____________________________Name Marcus Thornburn Email ____________________________ Title ____________________________ Signature ____________________________ 2 Meltwater News US Inc. 275 Shoreline Drive, Suite 150, Redwood City, CA, 94065 United States of America T: 001 415 829 5900, F: 001 415 848 9190. FTIN number: 20-8289528 (b2b-version) www.meltwater.com (Signatures on following page) Docusign Envelope ID: DF7291AD-AD28-42D5-BDE6-395226D88296 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND MELTWATER IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _______________________________________By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date:Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _______ Item No. APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 N/AN/A Docusign Envelope ID: DF7291AD-AD28-42D5-BDE6-395226D88296 3/26/2025 3/31/2025 3/31/2025 CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Meltwater News Meltwater News US Inc Chris Biancaniello chris.biancaniello@meltwater.com Meltwater platform Subscription for PSP. $13,000/year = $39,000 3 years: 12/18/24 - 12/17/27 N/A Chris Biancaniello: chris.biancaniello@meltwater.com Dennis Bryntesson:dennis.bryntesson@meltwater.com Information Technology Larry Klingaman N/A 24I393 N/A - Yes N/A Department - No 3 quotes 12/05/24 Rene Sanchez Docusign Envelope ID: 68A96B07-1311-4B1C-B680-7B9FDD747C88 Effective Date: ____________________________ Meltwater Services Social Essentials L1 (Dec 18, 2024 - Dec 17, 2027) Users: Access by up to 3 Authorized Users (defined herein) to the Meltwater platform. "Authorized Users" means those specific employees or consultants located in United States that Customer has authorized to use the Meltwater platform solely for Customer's own internal business purposes. Searches: The ability to save 5 Searches. A "Search" is a string of keywords used to find matching results from online news or social media sources in the form of articles or posts. Results are displayed in the Meltwater platform and contain a hyperlink to the original source article or post. Sources: Global online news monitoring, and full social listening across numerous networks and channels, with access to the Twitter firehose. Dashboards: Create and save unlimited dashboards on the Meltwater platform. Dashboards are customizable and display analytics and results from saved Searches. Each Dashboard can be configured and customized using pre-populated templates or widgets from the widget library. Dashboards can be shared via email or password-protected link. Alerts: Create and save custom alerts that can be accessed via email, the Meltwater mobile app, or collaboration tools such as Slack and Microsoft Teams. Alerts types include (but are not limited to) Daily Digests, Every Mention, Sentiment Shift, Spike Detection and Twitter Influencers. Distribution: Links to Search results can be shared via email, or collaboration tools such as Slack and Microsoft Teams. Customer can also share links to social media channels. Customer also receives 1 HTML newsfeed for use on Customer’s website or intranet or extranet site containing links to selected news articles or social media posts (a XML and RSS feed is provided without any additional layout or design). Mobile: Access to Meltwater app (available in iOS and Android) to view results from saved Searches, conduct ad hoc Searches and set up customized notifications. Extras: Natural Language Processing (NLP) sentiment analysis of article sentiment in selected languages, tagging and translation of Search results. Support: Technical and Consultative support during normal local business hours, for the duration of the subscription. Subject to the approval of Twitter, Customer may receive content from Twitter or post content to Twitter (“Twitter Content”) pursuant to this Agreement and Customer represents that it has read, understands, and agrees to be bound by Twitter’s terms of service located at https://twitter.com/en/tos. Meltwater or Twitter may terminate Customer’s access to Twitter Content if Meltwater or Twitter reasonably believes that Customer is violating Twitter’s terms of service. Broadcast National (Dec 18, 2024 - Dec 17, 2027) Streaming with monitoring coverage in the United States. Searchable Broadcast content database for one country within the Meltwater Platform. Transcript and recording displayed in online portal. Clips can be edited and shared with colleagues. Total Price 39000.00 USD (amount excludes Sales Tax) Special Terms: Notwithstanding anything to the contrary in this Agreement, Customer will pay all invoices in accordance with the following schedule: Invoice 1 in the amount of 13000.00 USD due on or before Nov 13, 2024 ; Invoice 2 in the amount of 13000.00 USD due on or before Nov 13, 2025 ; Invoice 3 in the amount of 13000.00 USD due on or before Nov 13, 2026 ; Notwithstanding anything to the contrary in this Agreement, this Agreement will be governed by and interpreted in accordance with the laws of California. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not automatically renew at the end of the initial term and shall expire unless otherwise agreed by the parties. Meltwater agrees to maintain, throughout the Term of the Agreement, cover equal to or great than the cover on the attached Appendix [A]. 1 Meltwater News US Inc. Suite 165, 555 Twin Dolphin Drive, Redwood City, CA, 94065 United States of America T: 001 415 829 5900, F: 001 415 848 9190. FTIN number: 20-8289528 (b2b-version) www.meltwater.com Docusign Envelope ID: 68A96B07-1311-4B1C-B680-7B9FDD747C88 By signing below, Customer agrees to be bound by this Order Confirmation, the General Terms & Conditions, and Special Terms, if any, which together constitute the entire Agreement between the parties. The signing individual represents that he/she has the authority to enter into the Agreement on behalf of Customer Customer Name and Contact Information: Palm Springs International Airport 3400 E. Tahquitz Canyon Way, Suite 1 Palm Springs, California 92262 United States Contact: Daniel Meier Meltwater Name and Contact Information: Meltwater News US Inc. Suite 165, 555 Twin Dolphin Drive, Redwood City, CA, 94065 United States of America FTIN number: 20-8289528 (b2b-version) Date ________________________ Chris Biancaniello ________________________ 2 Meltwater News US Inc. Suite 165, 555 Twin Dolphin Drive, Redwood City, CA, 94065 United States of America T: 001 415 829 5900, F: 001 415 848 9190. FTIN number: 20-8289528 (b2b-version) www.meltwater.com In the event Customer is NOT using Canadian Premium Content, Postmedia Premium Content, Direct Feeds, Professional Services, Wires, Global Print, TV Eyes, Media Relations Platform or Meltwater Engage Services, those corresponding subsections of provision 5 shall be null and void. 1. Indemnification. 1.1 Claims Against Customer. Meltwater shall defend or settle, at its expense, any third party claim against Customer alleging that the Meltwater Services (excluding Third Party Content, Third Party Sites and/or content, links, or messages Customer uploads, distributes, posts, tags, or shares to or via the Meltwater Services) infringes any third party patent, copyright, or trade secret right in the United States of America. Meltwater shall pay all damages finally awarded, or agreed to by Meltwater in a settlement, with respect to any such third party claim. 1.2 Meltwater Response. If Meltwater believes that the Meltwater Services, or any part thereof, may infringe, then Meltwater may in its sole discretion and at its expense: (i) obtain (at no additional cost to Customer) the right to continue to use the Meltwater Services; (ii) replace or modify the allegedly infringing part of the Meltwater Services so that it becomes non-infringing while giving substantially equivalent performance; or (iii) if Meltwater determines that the foregoing remedies are not reasonably available, then Meltwater may terminate the subscription to the impacted part of the Meltwater Services upon written notice to Customer. If the subscription to the impacted part of the Meltwater Services is terminated under this provision, Customer shall be entitled to a pro-rata refund for the unused portion of the then-current subscription term that has been paid for the impacted Meltwater Services for the period following the effective date of termination. 1.3 Exceptions. Meltwater shall have no obligation under this section if and to the extent the claim arises from: (i) modification of the Meltwater Services other than by Meltwater; (ii) use of the Meltwater Services not in accordance with the Agreement or applicable law; (iii) the combination, operation, or use of the Meltwater Services with any other product, program, software or service other than those supplied by Meltwater; (iv) Customer’s continued use of the Meltwater Services after being informed of or provided with modifications that would have avoided the alleged infringement; or (v) use of the Meltwater Services after Meltwater notifies Customer to discontinue use of the Meltwater Services because of an infringement claim. 1.4 Exclusive Remedy. Meltwater obligations under this provision shall be the exclusive remedy of Customer with respect to any claim that the Meltwater Services infringes any third party’s intellectual property rights. 1.5 Procedure. Meltwater’s indemnification obligations are subject to: (i) the Customer promptly notifying Meltwater in writing of such claim, provided that failure to notify Meltwater shall only limit the Meltwater’s defense and indemnification obligations hereunder to the extent such failure materially prejudices the Meltwater; and (ii) Meltwater having full control and authority over the defense or settlement. Any settlement requiring the Customer to admit liability will require prior written consent of the Customer, not to be unreasonably withheld or delayed. Subject to Meltwater’s right to control the defense, the Customer may reasonably participate, at its own expense, in the defense through its own counsel. The Customer must provide reasonable cooperation and assistance, at Meltwater’s expense, in the defense and/or settlement of such claim and not take any action that prejudices the Meltwater's defense of or response to the third party claim. 0HOWZDWHUDJUHHVWRPDLQWDLQWKURXJKRXWWKH7HUPRIWKH$JUHHPHQWFRYHUHTXDOWRRUJUHDWWKDQWKHFRYHURQWKHDWWDFKHG$SSHQGL[>$@ 7RWKHPD[LPXPH[WHQWSHUPLWWHGE\DSSOLFDEOHODZHLWKHUSDUW\¶VWRWDODJJUHJDWHOLDELOLW\DULVLQJRXWRIRULQFRQQHFWLRQZLWKWKLV$JUHHPHQWVKDOOLQQR HYHQWH[FHHGWZR  WLPHVWKHWRWDODPRXQWRISD\PHQWVGXHE\&XVWRPHUWR0HOWZDWHUGXULQJWKHLQLWLDOWHUPRUWKHWKHQDSSOLFDEOHUHQHZDOWHUPRIWKH $JUHHPHQW 7KHSODFHRIDUELWUDWLRQVKDOOEH5LYHUVLGH&RXQW\&DOLIRUQLD Docusign Envelope ID: 68A96B07-1311-4B1C-B680-7B9FDD747C88 1 General Terms and Conditions of Use of Meltwater Services 1. General These General Terms and Conditions of Use (“T&C”) together with the Order Confirmation and Special Terms (as defined in the Order Confirmation), if any, constitute the entire “Agreement” between the parties. This Agreement shall govern Customer’s access to and use of the Site (as defined below) and the Meltwater products and services purchased by Customer as listed in the Order Confirmation (collectively, “Meltwater Services”). The Meltwater Services are provided by Meltwater News US Inc (“Meltwater”) and its third party providers, as applicable, on and through the domain and sub-domains of www.meltwater.com (collectively, the “Site”). To the extent of any inconsistency between the T&C, Special Terms and the Order Confirmation, the Special Terms shall control, followed by the T&C and then the Order Confirmation, unless otherwise agreed by the parties. 2. Right of Use 2.1 Customer is obligated to access and use the Site and the Meltwater Services, and any content accessed by or provided therein, in accordance with all applicable laws, rules and regulations and agrees to accept Meltwater’s privacy policy, located at http://www.meltwater.com/privacy. Meltwater reserves the right to make changes to its policies and the Site at any time. Subject to the terms and conditions of the Agreement, Meltwater shall grant Customer a non-exclusive and non-transferable right to permit the Authorized Users specified in the Order Confirmation to use the Meltwater Services for internal purposes. This does not include performance of services for the benefit of third parties, nor the use by Customer’s affiliated companies. Customer shall be authorized to engage external consultants as users of the Meltwater Services on the premise of appropriate contractual agreements and to the extent that they will use the Meltwater Services exclusively for the Customer. 2.2 Customers who are marketing or public relations agencies may use the Meltwater Services on behalf of their clients but only if all of the following conditions are met: (i) Customer agrees that Meltwater and its licensors and/or providers are not parties to the agreement between Customer and its client; (ii) Customer’s payment obligations pursuant to this Agreement are not dependent upon receiving payment from Customer’s clients; (iii) Customer must first obtain its client’s written consent authorizing Customer to provide client information as necessary for Meltwater to perform under this Agreement; (iv) if applicable, Customer must first obtain its client’s written consent authorizing Customer to act on the client’s behalf, including sending out press releases using the Meltwater Services; and (v) the agreement between Customer and its clients is at least as restrictive and protective of Meltwater’s and its licensors’ and/or its providers’ rights as this Agreement. Customer shall be solely responsible for and shall comply with all laws, rules, regulations and directives in delivering and providing the Customer’s agency services, including but not limited to, any laws regarding privacy and the use and disclosure of personal data and any advertising and/or marketing laws. 3. Prerequisites Customer shall be responsible for obtaining and maintaining all hardware, software, communications equipment and network infrastructures required to access and use the Site and the Meltwater Services, and for paying all third-party fees and access charges incurred while using the Meltwater Services. 4. Account and Password Customer will receive a password to log in to the Site and access the Meltwater Services. Customer shall have sole responsibility for all activities relating to such Customer’s account and shall immediately inform Meltwater of any unauthorized use of the Customer’s account. 5. Product-Specific Terms and Conditions If Customer purchases the following Meltwater Services, the following applicable terms and conditions listed below shall apply, in addition to all other terms of this Agreement: 5.1 Canadian Premium Content/Postmedia Premium Content/Direct Feed: The Rights of Use in S2 of this Agreement sets out Customer’s use rights and the limited license that the Customer has to use Meltwater’s products, including full text content of these Meltwater Services. To the maximum extent permitted by law, and without limitation to all other rights and remedies available to Meltwater, Customer shall indemnify and hold harmless Meltwater, its subsidiaries, affiliates, successors, assigns, officers, directors, stockholders, employees, and customers, from and against any and all liability, losses, damages, claims, demands, fines, causes of action, suits, or proceedings, and expenses connected therewith (including reasonable attorneys’ fees), arising from or related to Customer’s breach of the Rights of Use with these Meltwater Services. This indemnification is unlimited. 5.2 Online Newswire: Customer shall only release newswires, articles or other content that is directly associated with Customer, and Customer acknowledges that neither Meltwater nor any third party newswire provider has any obligation to publish Customer content onto any third party newswire or website. Meltwater and any third party newswire provider, at their sole discretion, shall expressly reserve the right to refuse any news releases and/or other content such as graphics, photos and captions that are not consistent with the purpose of a professional news release distribution network. 5.3 Media Relations Platform: Media Relations Platform is intended for use in distributing press releases to professional journalists. By uploading Customer’s own contacts, Customer represents and warrants that: (i) all contacts located in Canada are professional journalists or otherwise are employees, representatives, consultants or franchisees of an organization with which Customer has a relationship; and (ii) that Customer complies with Canada’s anti-spam law (“CASL”). To the extent permitted by law, Customer shall indemnify and hold harmless Meltwater, its subsidiaries, affiliates, successors, assigns, officers, directors, stockholders, employees and customers (the “Indemnitees”), from and against any and all liability, losses, damages, claims, demands, fines, causes of action, suits or proceedings and expenses connected therewith (including reasonable attorneys’ fees) arising from or related to Customer’s breach of the warranties herein Section 5.3. 5.4 Global Print Media: Customer represents that it has read, understands, and agrees to be bound by the terms and conditions located at http://meltwaternews.com/doc/AcquireMediaTermsofService.pdf. Customer agrees that Acquire Media is an intended third party beneficiary of this Agreement. 5.5 Meltwater Engage: Customer represents that it has read, understands, and agrees to be bound by the terms and conditions located at http://engage.meltwater.com/meltwater-terms-of-service Customer agrees that Sprout Social is an intended third party Beneficiary of this Agreement. Reference to Meltwater in Sections 6, 10 and 11, shall apply equally to Sprout Social as if Sprout Social were named in place of Meltwater to the extent applicable. For the avoidance of doubt, the T&C (except for Sections 7 and 8) shall apply for any trial use of the Engage Service. 6. Third Party Sites and Third-Party Content Meltwater Services may include links to third party websites (“Third Party Sites”). Customer is responsible for evaluating whether to access or use a Third Party Site and agrees to be bound by any applicable terms found therein. Meltwater does not screen, audit or endorse any Third Party Site. Meltwater shall not assume any responsibility for the content, advertising, products or other materials (“Third-Party Content”) on Third Party Sites. Customer agrees it will not copy, reproduce, distribute, transmit, broadcast, modify, display, sell, license or otherwise exploit Third Party Content except in strict compliance with the rights, if any, granted to Customer by any third party. Customer warrants that all content uploaded and distributed via the Meltwater Services by Customer shall comply with all applicable law. Meltwater will terminate the account of any Customer, and block access of any user, who infringes any Meltwater or third party intellectual property right. 7. Invoicing and Payment 7.1 Prior to the start of each contract term, Customer will be invoiced for the full amount due. Customer shall pay all invoices within fourteen (14) days after the invoice date. Except as provided in Section 7.4 below, Docusign Envelope ID: 68A96B07-1311-4B1C-B680-7B9FDD747C88 2 payment obligations are non-cancellable and all fees paid by Customer are non-refundable. 7.2 Unless otherwise stated, Meltwater’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchase of Meltwater Services. If Meltwater has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Meltwater with a valid tax exemption certificate from the appropriate taxing authority. 7.3 If Customer is in breach of this Section, Meltwater shall be entitled to charge default interest on the outstanding fees in the maximum amount allowable by law and/or suspend or terminate access to the Meltwater Services at its sole option, with or without notice to Customer. Additional claims for payment default remain reserved. 7.4 In the event Meltwater materially breaches this Agreement, and such breach remains uncured for a period of thirty (30) days after notice from Customer, Customer shall be entitled to a pro-rata refund for the portion of the then-current term that has been pre-paid and is subject to the material breach and remains uncured. 8. Duration and Cancellation 8.1 The Agreement shall commence on the date specified in the Order Confirmation and shall continue for the initial term as stated therein, unless earlier terminated in accordance with the Agreement. Thereafter, the Agreement will be extended automatically for periods of time equivalent to the initial term or the then-current renewal term at Meltwater’s then-current prices and subject to the terms of this Agreement, unless the Agreement is cancelled in writing at least sixty (60) days prior to the expiration of the initial term or the then-current renewal term. Any initial pricing and/or payment terms shall only be applicable to the initial term. 8.2 A timely cancellation according to Section 8.1 will become effective as of the end of the respective term. Upon expiration or termination of the Agreement, Customer’s access rights and all other rights granted under this Agreement shall expire. Termination of the Agreement shall not act as a waiver of any breach of the Agreement and shall not release a party from any liability for breach of such party’s obligations under the Agreement that occurred prior to the effective date of termination. 8.3 In addition to other rights and remedies available to Meltwater, Meltwater is entitled to cancel the Agreement without notice if Customer violates essential or material obligations under the Agreement. Meltwater also reserves the right to cancel the Agreement without notice if a substantial decline in the asset situation of Customer occurs, if insolvency proceedings are opened for the assets of Customer or if such proceedings are rejected due to lack of assets. 8.4 The following Sections shall survive the expiration, termination or cancellation of the Agreement in full force and effect: General, Third Party Sites and Third Party Content, Intellectual Property, Data Use and Restrictions, Liability and Warranty, and Additional Provisions. 9. Intellectual Property Subject to applicable law, the content on the Site, except for content created by users and third parties if any, including without limitation, software, code, forms, text and other materials, trademarks, service marks or logos contained therein (“Marks”), are owned by or licensed to Meltwater. Customer’s use of the Site and the Meltwater Services is limited to the rights granted to Customer under this Agreement and Meltwater reserves all rights not expressly granted herein. 10. Data Use and Restrictions The rights granted to Customer under this Agreement do not include any resale of any portion of the Site or its contents; any collection and use of any derivative of the Site or its contents; any downloading or copying of account information for the benefit of another company or party; or any use of data mining, robots, or similar data gathering and extraction tools. The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any purpose inconsistent with the limited rights granted to Customer under this Agreement. Customer may not frame or utilize framing techniques to enclose any trademark, logo, or other Meltwater generated content of the Site, or use meta tags or any other “hidden text” or data elements utilizing Meltwater’s name or trademarks without express written consent by Meltwater. Meltwater shall in no way be responsible or liable for unauthorized use or disclosure of personal information by the Customer. 11. Liability and Warranty 11.1 To the maximum extent permitted by applicable law, either party’s total, aggregate liability arising out of or in connection with this Agreement shall in no event exceed the total amount of payments due by Customer to Meltwater during the initial term or the then applicable renewal term of the Agreement. 11.2 To the maximum extent permitted by applicable law, in no event shall either party be liable for any, indirect, incidental, special, consequential or exemplary damages, however caused and under any theory of liability arising out of or in connection with this Agreement. This shall include, but not be limited to, any loss of; profit, goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss. 11.3 Meltwater warrants that it has the legal power and authority to enter into this Agreement. Except as provided herein, Meltwater provides the Site "as is" without any warranty or condition of any kind, express or implied. Meltwater does not guarantee uninterrupted, secure or error-free operation of the Site. Meltwater makes no representation or warranty as to the accuracy, timeliness, quality, completeness, suitability or reliability of any information or data accessed on or through the Site. No information obtained from Meltwater or through the Site, whether oral or written, shall create any warranty not expressly stated in this Agreement. 12. Operating Hours and System Maintenance 12.1 Meltwater shall use commercially reasonable efforts to ensure that the Customer receives uninterrupted and continuing service throughout the term of the Agreement. 12.2 Notwithstanding Section 12.1, Meltwater may need to carry out routine maintenance or urgent maintenance or the Meltwater Services may become unavailable for reasons not within Meltwater’s control. In such case, Meltwater shall use commercially reasonable efforts to inform the Customer of any downtime and restore the Meltwater Services as soon as reasonably practicable. In the event Meltwater fails to use commercially reasonable efforts and the Meltwater Services remain unavailable to Customer for more than three (3) business days of Customer first notifying Meltwater of such unavailability, Meltwater will issue to Customer a credit in an amount equal to the pro- rated charges of one day’s usage fees for every day that the Meltwater Services are unavailable for the Customer. 13. Additional Provisions 13.1 The Agreement will be governed by and interpreted in accordance with the laws of California, USA. To the extent allowed by law, Customer irrevocably agrees all disputes arising out of or in connection with this Agreement shall be finally settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be San Francisco, California. The language of the arbitral proceedings shall be English (or as determined between the parties). Judgment upon any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator is authorized to include in the award an allocation to any party of such costs and expenses, including reasonable attorneys’ fees, as the arbitrator shall deem reasonable. 13.2 A party’s waiver of a breach or default by the other party of any provision of the Agreement shall not be construed as a waiver of any succeeding breach or default by the other party, nor shall a party’s failure to exercise or enforce any right or provision of the Agreement be deemed to be a waiver of such right or provision. 13.3 Invalidity of any specific provision of this Agreement shall not affect the validity of the remaining provisions. Any invalid provision shall be replaced by a valid provision which comes as close as possible to the intent of the invalid provision. 13.4 Neither this Agreement nor any obligation or right hereunder may be assigned or transferred by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that both parties may assign this Agreement in whole without the other party’s prior consent to a successor in interest in connection with a merger, acquisition or sale of all or substantially all of its assets to which this Agreement relates on condition that such successor in interest agrees in writing to Docusign Envelope ID: 68A96B07-1311-4B1C-B680-7B9FDD747C88 3 comply with all terms and conditions of this Agreement. 13.5 Both parties acknowledge and agree that this Agreement constitutes the entire agreement between the parties in regards to the subject matter herein. Any other terms and conditions, including, without limitation, terms and conditions on or attached to a purchase order, vendor registration documents, tenders or request for proposals. are void and shall be of no force and effect regardless of whether they are delivered to Meltwater prior to, concurrently, or after the execution of this Agreement. Performance by Meltwater with respect to the Meltwater Services shall not constitute acceptance of any additional or alternative terms and conditions nor shall a failure to act on said additional terms and conditions constitute acceptance of the provisions contained therein. 13.6 This Agreement may only be amended in writing signed by authorized representative of both parties. 13.7 Customer and Meltwater agree that notices may be sent by electronic mail, to the electronic mail address indicated on the Order Confirmation, or then-current electronic mail address provided by a party to the other party and designated as the proper electronic mail address, and agree that notices are deemed received forty-eight (48) hours after transmission. Each party agrees that any electronic communication will satisfy any legal communication requirements, including all such communication required by applicable laws to be in writing. Global version last updated 7.2021 Docusign Envelope ID: 68A96B07-1311-4B1C-B680-7B9FDD747C88 CERTIFICATE OF LIABILITY INSURANCE 9/1/2025 DATE (MM/DD/YYYY) 9/5/2024 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 Lockton Insurance Brokers, LLC 777 S. Figueroa Street, 52nd Fl. CA License #0B99399 Los Angeles CA 90017 (213) 689-0065 CONTACT NAME: PHONE (A/C, No, Ext): FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Federal Insurance Company 20281 INSURED Meltwater N.V. and subsidiaries 1530586 255 Shoreline Drive - Ste 100 Redwood City CA 94065 INSURER B : Chubb National Insurance Company 10052 INSURER C : Endurance American Specialty Insurance Co. 41718 INSURER D : Ascot Specialty Insurance Company 45055 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 19941413 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PER IOD 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 LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY N N 3605-57-79 9/1/2024 9/1/2025 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X PRO- X LOC JECT OTHER: PRODUCTS - COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE LIABILITY N N 7360-43-09 9/1/2024 9/1/2025 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 ANY AUTO BODILY INJURY (Per person) $ XXXXXXX OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON-OWNED AUTOS ONLY BODILY INJURY (Per accident) $ XXXXXXX X X PROPERTY DAMAGE (Per accident) $ XXXXXXX $ XXXXXXX A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS-MADE N N 7818-80-41 9/1/2024 9/1/2025 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED RETENTION $ $ XXXXXXX B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A N 7175-67-79 9/1/2024 9/1/2025 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 C D Primary Tech E&O Cyber Excess Tech E&O Cyber N N PRO30044362501 EOXS2410002195-01 9/1/2024 9/1/2024 9/1/2025 9/1/2025 See attached See attached DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION See Attachment ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 19941413 Evidence of Coverage Appendix ADocusign Envelope ID: 68A96B07-1311-4B1C-B680-7B9FDD747C88 Attachment Code: D634011 Master ID: 1530586, Certificate ID: 19941413 Tech E&O/Cyber Liability – The following limits are included: Primary Tech E&O/Cyber Policy #PRO30044362500 Insurer: Endurance American Specialty Eff. Dates: 9/1/2024 - 9/1/2025 Limit: $5,000,000 SIR: $ 250,000 Excess Tech E&O/Cyber Policy #EEU 13634 03 Insurer: Hudson Excess Insurance Company Eff. Dates: 9/1/2024 - 9/1/2025 Limit: $5,000,000 xs $5,000,000 Excess Tech E&O/Cyber Policy #EOL-240907 Insurer: Crum & Forster Specialty Insurance Co. Eff. Dates: 9/1/2024 - 9/1/2025 Limit: $5,000,000 xs $ 10,000,000 Docusign Envelope ID: 68A96B07-1311-4B1C-B680-7B9FDD747C88 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND MELTWATER NEWS US INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: ______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: N/A Item No. N/A APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: 68A96B07-1311-4B1C-B680-7B9FDD747C88 12/17/2024 12/17/2024 12/17/2024 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ 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) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Insurance Brokers, LLC 777 S. Figueroa Street, 52nd Fl. CA License #0B99399 Los Angeles CA 90017 (213) 689-0065 Meltwater N.V. and subsidiaries 255 Shoreline Drive - Ste 100 Redwood City CA 94065 Chubb National Insurance Company 10052 Federal Insurance Company 20281 Endurance American Specialty Insurance Co.41718 Ascot Specialty Insurance Company 45055 X X 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 X X 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X 5,000,000 5,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 Primary Tech E&O Cyber Excess Tech E&O Cyber See attached See attached A 7360-43-09 9/1/2024 9/1/2025 A 3605-57-79 9/1/2024 9/1/2025 C PRO30044362501 9/1/2024 9/1/2025 D EOXS2410002195-01 9/1/2024 9/1/2025 A 7818-80-41 9/1/2024 9/1/2025 B 7175-67-79 9/1/2024 9/1/2025 9/1/2025 1530586 N N N N N N N 9/5/2024 N N 19941413 19941413 XXXXXXX Evidence of Coverage X X See Attachment Docusign Envelope ID: 68A96B07-1311-4B1C-B680-7B9FDD747C88 Tech E&O/Cyber Liability – The following limits are included: Primary Tech E&O/Cyber Policy: PRO30044362501 Insurer: Endurance American Specialty Insurance Co. Eff. Dates: 9/1/2024 - 9/1/2025 Limit: $5,000,000 SIR: $ 250,000 Excess Tech E&O/Cyber Policy #EEU 13634 03 Insurer: Hudson Excess Insurance Company Eff. Dates: 9/1/2024 - 9/1/2025 Limit: $5,000,000 xs $5,000,000 Excess Tech E&O/Cyber Policy #EOL-240907 Insurer: Crum & Forster Specialty Insurance Co. Eff. Dates: 9/1/2024 - 9/1/2025 Limit: $5,000,000 xs $ 10,000,000 Attachment Code: D634011 Master ID: 1530586, Certificate ID: 19941413 Docusign Envelope ID: 68A96B07-1311-4B1C-B680-7B9FDD747C88