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CM-2026-001 - 12/19/20254902-3168-0631/ss2 CITY OF ROUND ROCK AGREEMENT FOR WEB-BASED CALENDARING AND CONTENT MANAGEMENT SYSTEM SOFTWARE WITH SPRINGSHARE, LLC THE STATE OF TEXAS § § CITY OF ROUND ROCK §KNOW ALL BY THESE PRESENTS: § COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THAT THIS AGREEMENT for the purchase of web-based calendaring and content management software for the City’s Public Library (referred to herein as the “Agreement”), is made and entered into on this the _____ day of the month of ______________, 2025 by and between the CITY OF ROUND ROCK, a Texas home-rule municipality, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (referred to herein as the “City”), and SPRINGSHARE, LLC, whose offices are located at 801 Brickell Avenue, Floor 8, Miami, Florida 33131 (referred to herein as “Vendor”). RECITALS: WHEREAS, City desires to purchase web-based calendaring and content management software for the City’s Public Library; and WHEREAS, expenditures that are for procurement of items from only one source, including books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials, are exempt from competitive bidding requirements pursuant to Section 252.022 of the Texas Local Government Code; and WHEREAS, the City has determined that Vendor is a sole source provider for these goods and services; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties, and obligations; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 2 1.01 DEFINITIONS A.Agreement means the binding legal contract between City and Vendor whereby City is obligated to buy specified goods and services and Vendor is obligated to provide said goods and services. The Agreement includes the attached exhibit. B.City means the City of Round Rock, Williamson and Travis Counties, Texas. C.Effective Date means the date upon which the binding signatures of both parties to this Agreement are affixed. D.Force Majeure means acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind from the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government and the people, civil disturbances, explosions, or other causes not reasonably within the control of the party claiming such inability. E.Goods and services mean the specified services, supplies, materials, commodities, or equipment. 2.01 EFFECTIVE DATE AND TERM A.This Agreement shall be effective on the date this Agreement has been signed by each party hereto and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. B.The term of this Agreement shall be for sixty (60) months from the effective date hereof. C.City reserves the right to review the relationship with Vendor at any time and may elect to terminate this Agreement with or without cause or may elect to continue. 3.01 CONTRACT DOCUMENTS AND EXHIBITS The goods and services which are the subject of this Agreement are described in Exhibit “A,” attached hereto and incorporated herein by reference for all purposes. Exhibit “A,” together with this Agreement, comprise the total Agreement and they are fully a part of this Agreement as if repeated herein in full. 4.01 SCOPE OF WORK Vendor shall satisfactorily provide all services described under the attached Exhibit “A.” Vendor’s undertakings shall be limited to performing services for the City and/or advising City concerning those matters on which Vendor has been specifically engaged. Vendor shall perform 3 its services in accordance with this Agreement, in accordance with the appended exhibit, in accordance with due care, and in accordance with prevailing industry standards for comparable services. 5.01 CONTRACT AMOUNT In consideration for the goods and related services set forth in Exhibit “A,” City agrees to pay Vendor an amount not-to-exceed Thirty-Four Thousand Four Hundred Seventy and No/100 Dollars ($34,470.00) for the term of the Agreement. 6.01 INVOICES All invoices shall include, at a minimum, the following information: A.Name and address of Vendor; B.Purchase Order Number; C.Description and quantity of items received or services provided; and D.Delivery or performance dates. 7.01 NON-APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of City’s current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City’s budget for the fiscal year in question. City may effect such termination by giving Vendor a written notice of termination at the end of its then current fiscal year. 8.01 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Vendor will be made within thirty (30) days of the day on which City receives the performance, supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for the performance and/or deliverables or services, whichever is later. Vendor may charge interest on an overdue payment at the “rate in effect” on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b); however, this Policy does not apply to payments made by City in the event: A.There is a bona fide dispute between City and Vendor, a contractor, subcontractor or supplier about the goods delivered or the service performed that cause the payment to be late; or 4 B.The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C.There is a bona fide dispute between Vendor and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or D.Invoices are not mailed to City in strict accordance with instructions, if any, on the purchase order or the Agreement or other such contractual agreement. 9.01 GRATUITIES AND BRIBES City may, by written notice to Vendor, cancel this Agreement without liability to Vendor if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Vendor or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. In addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code. 10.01 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Vendor’s charges. 11.01 ORDERS PLACED WITH ALTERNATE SERVICES PROVIDERS If Vendor cannot provide the goods as specified, City reserves the right and option to obtain the products from another supplier or suppliers 12.01 CITY’S REPRESENTATIVE City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Michelle Cervantes Library Director 200 East Liberty Avenue Round Rock, Texas 78664 (512) 218-7010 13.01 INSURANCE Vendor shall meet all City of Round Rock Insurance Requirements as set forth at: https://www.roundrocktexas.gov/wp-content/uploads/2024/12/CORR-Insurance-08-2024.pdf 14.01 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party’s intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event the demanding party may treat such failure as an anticipatory repudiation of this Agreement. 15.01 DEFAULT If Vendor abandons or defaults under this Agreement and is a cause of City purchasing the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if any, and that it will not be considered in the re-advertisement of the service and that it may not be considered in future bids for the same type of work unless the scope of work is significantly changed. Vendor shall be declared in default of this Agreement if it does any of the following: A.Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; B.Fails to provide adequate assurance of performance under the “Right to Assurance” section herein; or C.Becomes insolvent or seeks relief under the bankruptcy laws of the United States. 16.01 TERMINATION AND SUSPENSION A. City has the right to terminate this Agreement, in whole or in part, for convenience and without cause, at any time upon thirty (30) days’ written notice to Vendor. B. In the event of any default by Vendor, City has the right to terminate this Agreement for cause, upon ten (10) days’ written notice to Vendor. C. Vendor has the right to terminate this Agreement only for cause, that being in the event of a material and substantial breach by City, or by mutual agreement to terminate evidenced in writing by and between the parties. D. In the event City terminates under subsections (A) or (B) of this section, the following shall apply: Upon City’s delivery of the referenced notice to Vendor, Vendor shall discontinue all services in connection with the performance of this Agreement and shall proceed to cancel promptly all existing orders and contracts insofar as such orders and contracts are chargeable to this Agreement. Within thirty (30) days after such notice of termination, Vendor shall submit a statement showing in detail the goods and/or services satisfactorily performed under this Agreement to the date of termination. City shall then pay Vendor that portion of the charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services it would have performed under the remaining term of the Agreement except as provided herein. 17.01 INDEMNIFICATION Vendor shall defend (at the option of City), indemnify, and hold City, its successors, assigns, officers, employees and elected officials harmless from and against all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney’s fees, and any and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of Vendor, or Vendor’s agents, employees or subcontractors, in the performance of Vendor’s obligations under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be deemed to limit the rights of City or Vendor (including, but not limited to the right to seek contribution) against any third party who may be liable for an indemnified claim. 18.01 CONFIDENTIALITY Each party agrees that it will not disclose to any third party or unauthorized personnel any information concerning the customers, trade secrets, methods, processes, procedures or any other confidential, financial or business information of the other party which it learns during the course of its performance of this Agreement, without the prior consent of the other party unless such disclosure is required by law. The parties recognize and understand that City is subject to the Texas Public Information Act and its duties run in accordance therewith 19.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES A. Vendor, its agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. B. In accordance with Chapter 2271, Texas Government Code, a governmental entity may not enter into a contract with a company for goods and services unless the contract contains written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott Israel at any time during the term of this Agreement. C. In accordance with Chapter 2274, Texas Government Code, a governmental entity may not enter into a contract with a company with at least ten (10) full-time employees for a value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a provision verifying that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, and it will not discriminate during the term of this Agreement against a firearm entity or firearm trade association. D.In accordance with Chapter 2274, Texas Government Code, a governmental entity may not enter into a contract with a company with at least ten (10) full-time employees for a value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a provision verifying that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not boycott energy companies, and it will not boycott energy companies during the term of this Agreement. 20.01 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party shall assign, sublet or transfer any interest in this Agreement without prior written authorization of the other party. 21.01 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: 1.When delivered personally to the recipient’s address as stated in this Agreement; or 2.Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient’s address as stated in this Agreement. Notice to Vendor: Springshare, LLC 801 Brickell Avenue Floor 8 Miami, FL 33131 Notice to City: City Manager Stephanie L. Sandre, City Attorney 221 East Main Street AND TO: 309 East Main Street Round Rock, TX 78664 Round Rock, TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Vendor. 22.01 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 23.01 EXCLUSIVE AGREEMENT This document, and all appended documents, constitutes the entire Agreement between Vendor and City. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing, duly authorized by action of the City Manager or City Council. 24.01 DISPUTE RESOLUTION City and Vendor hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 25.01 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 26.01 MISCELLANEOUS PROVISIONS Standard of Care. Vendor represents that it employs trained, experienced and competent persons to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed in a manner according to generally accepted industry practices. Time is of the Essence. Vendor understands and agrees that time is of the essence and that any failure of Vendor to fulfill obligations for each portion of this Agreement within the agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully responsible for its delays or for failures to use best efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Vendor’s failure to perform in these circumstances, City may pursue any remedy available without waiver of any of City’s additional legal rights or remedies. Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible as defined herein. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. Multiple Counterparts. This Agreement may be executed in multiple counterparts, any one of which shall be considered an original of this document; and all of which, when taken together, shall constitute one and the same instrument. [Signatures on the following page.] IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. City of Round Rock, Texas Springshare, LLC By: _____________________________ By: _______________________________ Printed Name: ____________________ Printed Name: ______________________ Title: ___________________________ Title: _____________________________ Date Signed: _____________________ Date Signed: ________________________ Attest: By: _____________________________ Ann Franklin, City Clerk For City, Approved as to Form: By: _____________________________ Stephanie L. Sandre, City Attorney If you have any questions concerning this quote, contact Brian Walton at 813.389.6594 or bwalton@springshare.com Thank you for your business! Springshare LLC 801 Brickell Ave, Floor 8 Miami, FL 33131-2951 Phone 1-800-451-3160 x3 | Fax 646-417-6439 Fed. EIN: 27-3852735 DUNS: 808486893 CAGE Code: 4XP16 QUOTE #25-BW-1010 DATE: October 10, 2025 TO: Round Rock Public Library All prices USD YEAR DESCRIPTION ANNUAL AMOUNT PRORATED AMOUNT Oct 2025-Feb 2026 LibGuides CMS (new subscription prorated) $1,817 2026-2027 LibGuides CMS LibCal $4,360 $2,068 2027-2028 LibGuides CMS LibCal $4,513 $2,140 2028-2029 LibGuides CMS LibCal $4,671 $2,215 2029-2030 LibGuides CMS LibCal $4,834 $2,293 2030-2031 LibGuides CMS LibCal $5,003 $2,373 SUB-TOTAL SHIPPING & HANDLING n/a SALES TAXES n/a TOTAL DUE Exhibit "A" If you have any questions concerning this quote, contact Brian Walton at 813.389.6594 or bwalton@springshare.com Thank you for your business! If you feel you would benefit from more guidance, hands-on help, and even have us do some of the heavy lifting – Springshare now offers consulting services to help you with product setup, onboarding, and concierge training! Ask about consulting – we’ll determine the scope of your needs and get you a price for your tailored services. Thank you! Unless otherwise noted, this quote is valid for 30 days from the date on the quote. Exhibit "A"