HomeMy WebLinkAboutContract 63988CSC No. 63988
FORT WORTH®
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home-rule municipal corporation, acting by and
through its duly authorized Assistant City Manager, and Springshare LLC ("Vendor"), a Florida LLC,
acting by and through its duly authorized representative, each individually referred to as a "party" and
collectively referred to as the "parties."
1.Scope of Services. Vendor will provide the City with its Online Calendar Tool as a SaaS
product and the associated implementation services ("Services"), which are set forth in more detail in
Exhibit "A"-Scope of Services, attached hereto and incorporated herein for all purposes.
2.Term. The term of this Agreement is for one (1) year, beginning on the date that this
Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier
in accordance with this Agreement. City will have the option, in its sole discretion, to renew this Agreement
under the same terms and conditions, for up to four (4) one-year renewal option(s) (each a "Renewal
Term").
3.Compensation.
3.1 Total compensation under this Agreement will not exceed ten thousand dollars
and zero cents ($10,000).
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and the provisions of this Agreement, including Exhibit "B"
Payment Schedule, which is attached hereto and incorporated herein for all purposes.
3 .3 Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the additional
costs for such services. City will not be liable for any additional expenses of Vendor not specified
by this Agreement unless City first approves such expenses in writing.
4.Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-Appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
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4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City-provided data to City in a machine-readable format or other format
deemed acceptable to City.
Disdosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
53 Public Information Act. City is a government entity under the laws of the State of
Texas and all records held or maintained for City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Coniidential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure to the Texas Attorney General. A determination on whether such reasons are sufficient
will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a
court of competent jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Ri�ht to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to eXamine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Indeuendent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
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provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a co-employer or a joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, or contractors.
Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCL UDING, B UT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED
BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO
ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS
OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPRSENTATIVES,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
83 INTELLECTUAL PROPERTY INDEMNIFICATION — VENDOR AGREES
TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR
ACTIONAGAINST CITYFOR INFRINGEMENT OFANYPATENT, COPYRIGHT, TRADE
MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE
OF THE SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS
AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND,
SETTLE OR PAY WILL NOT APPLYIF CITYMODIFIES OR MISUSES THE SOFTWARE
AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE
OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS
SECTION, VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY
SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR
COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER,
CITY WILL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH
SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S
INTEREST, AND CITYAGREES TO COOPERATE WITH VENDOR INDOING SO. IN THE
EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR
PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT
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AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY
WILL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM
OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND
TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, VENDOR WILL FULLY
PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR
ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTENNOTICE OFANYSUCH
CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITYMAY RECEIVE RELATING
THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF
PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO
INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR
DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE
THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT
OR COMPROMISE, SUCH USE IS MATERIALLYADVERSELYRESTRICTED, VENDOR
WILL, AT ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY, EITHER: (A) PROCURE
FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR
DOCUMENTATION; OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO
MAKE IT NON-INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT
MATERIALLYADVERSELYAFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE
AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND
DOCUMENTATIONWITHEQUALLYSUITABLE, COMPATIBLE, AND FUNCTIONALLY
EQUIVALENT NON-INFRINGING SOFTWARE AND DOCUMENTATION AT NO
ADDITIONAL CHARGE TO CITY; OR (D) IF NONE OF THE FOREGOING
ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE THIS
AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY,
SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANYAND ALL REMEDIES
AVAILABLE TO CITY UNDER LAW.
9. Assi�nment and Subcontractin�.
9.1 Assi n_� ment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will eXecute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee will be jointly liable for all obligations of Vendor under this Agreement prior
to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1. The Vendor shall carry the following insurance coverage with a company
that is licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
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10.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
10.1.1.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Covera�e in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. Automobile Liability Insurance covering any vehicle used in
providing services under this Agreement, including owned, non-owned, or hired
vehicles, with a combined limit of not less than $1,000,000 per occurrence.
10.1.3. Professional Liability (Errors & Omissions) in the amount of
$1,000,000 per claim and $1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability
Insurance requirements per the amount required by statute.
10.1.5. Technology Liability (Errors & Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
10.1.5.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Covera�e in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury. The umbrella policy
shall cover amounts for any claims not covered by the primary Technology
Liability policy. Defense costs shall be outside the limits of liability.
10.1.5.3. Coverage shall include, but not be limited to, the
following:
10.1.5.3.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information;
10.1.5.3.3. Implantation of malicious code or computer
virus;
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with
final adjudication language;
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10.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property
infringement claims and for indemnification and legal defense of
any claims of intellectual property infringement, including
infringement of patent, copyright, trade mark or trade secret,
brought against the City for use of Deliverables, Software or
Services provided by Vendor under this Agreement;
10.1.5.3.6. Technology coverage may be provided
through an endorsement to the Commercial General Liability (CGL)
policy, a separate policy specific to Technology E&O, or an
umbrella policy that picks up coverage after primary coverage is
exhausted. Either is acceptable if coverage meets all other
requirements. Technology coverage shall be written to indicate that
legal costs and fees are considered outside of the policy limits and
shall not erode limits of liability. Any deductible will be the sole
responsibility of the Vendor and may not exceed $50,000 without
the written approval of the City. Coverage shall be claims-made,
with a retroactive or prior acts date that is on or before the effective
date of this Agreement. Coverage shall be maintained for the
duration of the contractual agreement and for two (2) years
following completion of services provided. An annual certificate of
insurance, or a full copy of the policy if requested, shall be submitted
to the City to evidence coverage; and
by City.
10.1.5.3.7. Any other insurance as reasonably requested
10.2. General Insurance Requirements:
10.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees,
officers, officials, agents, and volunteers in respect to the contracted services.
10.2.2. The workers' compensation policy shall include a Waiver of
Subrogation (Right of Recovery) in favor of the City of Fort Worth.
10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction
in limits of coverage shall be provided to the City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102,
with copies to the City Attorney at the same address.
10.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
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strength and solvency to the satisfaction of Risk Management. If the rating is below
that required, written approval of Risk Management is required.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. Certificates of Insurance evidencing that the Vendor has obtained
all required insurance shall be delivered to and approved by the City's Risk
Management Division prior to execution of this Agreement.
11. Comuliance with Laws, Ordinances, Rules and Re�ulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and locallaws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives or (2) received by the other party by United States Mail, registered,
return receipt requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
To VENDOR:
Springshare, LLC
801 Brickell Ave, Floor 8
Miami, FL 33131
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Emnlovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
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15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governin� Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance the notice section of this Agreement.
20. Headings Not Controllin�. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement, EXhibit A, and Exhibit B.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Entiretv of A�reement. This Agreement, including Exhibits A and B, contains the entire
understanding and agreement between City and Vendor, their assigns and successors in interest, as to the
matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null
and void to the extent in conflict with any provision of this Agreement.
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24. Counteruarts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
25. Warrantv of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26. Immi�ration and Nationalitv Act. Vendor must verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
27. Ownershiu of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a"work-made-for-hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
28. Si�nature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be eXecuted by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
29. Chan�e in Comuanv Name or Ownershiu. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation may adversely impact invoice payments.
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30. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a 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 terms "boycott Israel"
and "company" has the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
31. Prohibition on Bovcottin� Ener�v Comuanies. If Vendor has fewer than 10 employees
or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a
contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from
public funds of the City with a company with 10 or more full-time employees unless the contract contains
a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the
Government Code is applicable to this Agreement, by signing this Agreement, Vendor certi�ies that
Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
32. Prohibition on Discrimination A�ainst Firearm and Ammunition Industries. If
Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not
apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000
or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more
full-time employees unless the contract contains a written verification from the Vendor 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. To the eXtent that Chapter 2274 of the Government Code is applicable to this Agreement,
by signing this Agreement, Vendor certi�es that Vendor's signature provides written verification to
the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates
against a�rearm entity or firearm trade association; and (2) will not discriminate against a firearm
entity or frearm trade association during the term of this Agreement.
33. Electronic Si�natures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
34. Data Breach. Vendor further agrees that it will monitor and test its data safeguards
from time to time, and further agrees to adjust its data safeguards from time to time in light of
relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or
becomes aware of any unauthorized access to any financial or personal identifiable information
("Personal Data") by any unauthorized person or third party, or becomes aware of any other security
breach relating to Personal Data held or stored by Vendor under the Agreement or in connection
with the performance of any services performed under the Agreement or any Statement(s) of Work
("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City
at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor
Vendor Services Agreement Page 10 of 17
shall fully and immediately comply with applicable laws, and shall take the appropriate steps to
remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their
respective officers, directors, employees and agents, harmless from and against any and all daims,
suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising
out of or relating to any third-party claim arising from breach by Vendor of its obligations contained
in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to
which Vendor has access under the Agreement, as between Vendor and City, will remain the property
of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the
purposes described herein and to the extent such use or processing is necessary for Vendor to carry
out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as
required by law. Vendor will not transfer Personal Data to third parties other than through its
underlying network provider to perform its obligations under the Agreement, unless authorized in
writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full
effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to
Vendor shall be stored in the United States or other jurisdictions approved by City in writing and
shall not be transferred to any other countries or jurisdictions without the prior written consent of
City.
(signature page follows)
(remainder of this page intentionnlly left blank)
Vendor Services Agreement Pagc 11 of 17
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
By:
Name:
Title:
£!5!:!,�,!'!!:!!,�1ofiDT)
Dana Burghdoff
Assistant City Manager
09/22/2025 Date:
VENDOR:
::
ing
� �
Name: Slaven Zivkovic
Title: CEO
slaven@springshare.com
Date: 09/19/2025
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By: Midori Clark (Sep 19, 2025 15:20:01 CDT)
Name: Midori Clark
Title: Library Director
Attest:
By:
Name: Jannette Goodall
Title: City Secretary
Contract Authorization:
M&C:N/A
Date M&C Approved: N/ A
Form 1295: NI A
Vendor Services Agreement
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By: April Jacquez (Sep 19, 2025 14:59:51 CDT)
Name: April Jacquez
Title: Sr. Contract Compliance Specialist
Approved as to Form and Legality:
By:
Name: Taylor Paris
Title: Senior Assistant City Attorney
Page 12 of17
EXHIBIT A
SCOPE OF SERVICES
In addition to the specifications as provided in Exhibit C, Vendor shall provide the City with its Online
Calendar solution tool that will include distinct modules and features that will
• Provide a freestanding, cloud-based solution that is not tied to a specific CMS and offers plugin
compatibility with OpenCities.
• Provide a minimum three-step content approval workflow for all submitted events or programs.
• Provide a product with customizable program types.
• Include the ability to assign demographic tags to each program (e.g., age group, target audience).
• Offer unlimited user seats
• Provide filtering options
• Include keyword search functionality accessible to both the public and staff.
• Support customizable calendar views by location and program type.
• Provide printable calendar formats for both full and filtered views.
• Provide public registration functionality, including registration and waitlisting features 2
• Provide integration capability with the City Library's Integrated Library System (ILS), Polaris.
• Provide the ability to generate customizable reports to support internal program tracking and
evaluation.
• Provide the ability to display programs/events within multiple calendar views (e.g., month, week,
list).
• Offer flexibility to embed the calendar or filtered views into external pages or departmental
websites.
Vendor will also provide the City with implementation services to ensure the City receives the distinct
modules and features as required by this Agreement. Vendor will provide the City with customer support
service options including 24/7 coverage.
Vendor Services Agreement Page 13 of 17
EXHIBIT B
PAYMENT SCHEDULE
As provided in Section 3 of this Agreement, the City will pay Vendor in accordance with the Texas
Prompt Payment Act. Within 30 days of execution of this Agreement, the City agrees to pay Vendor in
accordance with the costs detailed below.
To receive payment, the Vendor must appropriately register with the City's purchasing division.
Responses
Success: All data is �alid!
L:..:�:_�_:. -�:_
RFQt 25-0219 �nline Calendar Platform
Success: All values provided #1-1
Success: All values provided #1-2
❑nline Calendar PlatFarm (Flat Fee]
Implementation Fee (One Time Feej
,:�.-•- is7�::��-:-�
Each 1
Each 1
u 4.999.00 Springshare LibCa � A,999.00
5 0.00 3pringshare LibCa W o.00
5 a,sss.no-
S a,sss.o-Q
Vendor Services Agreement Page 14 of 17
EXHIBIT C
CFW PURCHASING DIVISION SPECIFICATIONS
3'�J�ZI �l1HT�1 C�iTY D� F�R� ��-U1ZI�3 - Pi-RCH�iSI�G III�ZSIOZ
�� SPEC IFIC' �TI�:ti
RFC1t Ref �: `� �-D? 19 Dar. Rei�: RF'�t-0� Pag� 1 of 3
R�C1t �itle: ��1i�ie Calenc�ar Pfatfami
6�H�7 � �I
TI�e Cit�� gf Foz�t ��Vorth (C:it��} is requestin� l�ids fi•ain quali�ied fn-�ns to
es�tablisfi a cantr•aet to pra� ide a clnud-based, oriliue ralendar tool for #he
Librsi�� De��u-#ni�it }��• c�sc��iptions asid specifica#ions listed in tlus RFQt.
T7�e taol ����ll su�aport scl�eduli���. protiia#ioti_ u�d n�iageinent af o�-er
1�.0001ibra.t�� pro�i�ms �uall�' �d must iuclnde a s•abust content approval
u�orkflo��-. ad��a�ic�d filterin� �d seair� fi�rctians. The P��aspecti�-e b�d_der4
shat�ld e�sure the�� d����niaad a11 attach�ients fo�• cample�te ��esponses �tid
iuiderst�t�� o� �Y� S�i'�2F11�I1F t�I� C'If4' �itends to a�� ard fi��n tlus
solicitatio�_ Tlte s��ccessfi�ll�idder, kno��� 1ie�•eaft�• as
"C. DIY�1'�iCtili',.,-_�r'eudnr_„
�,� BIDDERRE�['LRE.I��SS - PropaSer sh<�ill:
i. I�a��e aud aperate a fi�Il-tvne. perYnanent busiuess ac�lress ��-ith the abilit��
tc� be reac�ted by� e�rk�il and telepi�one.
ii. Be able to i�rte�•:�te ��,�ith t�e Cit��'s current Couteiit Mutageit�ent S��stetn
(C�i 5): OpenCities.
�_0 BIIIDER RESPQ�SIBILITIES - Praposer sha11:
?_1 Pravide a free5t�idiu�_ cloud-based solntion tliaf is not
tied to a specific C'M� and off�rs plu�in coti��atibili#y�
ti�itll �penC.i�ies_
`�_? Enstu•e ti7e prapos�d idlLliiDil 15 C�i�7��31� pf Si1�01'�li��
ui��•e #11� I�_��� �unaallibra��y� prop�'anis_
�'_3 C'oi�duct all actis°i#ies � caitipl��tc� ���ath a}�pli�aUle st�te
ai�cllucai i�e���ioti5_ utcluciing tl�ose t�el�ted to protected
speeies_
`�_� Prv}•ide a minii7itun tl�•ee-stzp conte�a# a�pro�-�1 ��ork#lou�
foz� a11 s�iUnutted ��, esits a�• prog-ra�ns.
�'_� �u�port 14 ot� nwre euston�a�le �i�a?r�tn �pes_
Vendor Services Agreement Page 15 of 17
�(]�'I'���Rl�t{ ���T�' �� F�1��' ��-�R�I� - PL-IiC�I�.�i�I�G I}I�-ISI�D�
�� SPE C� IFI C' �TI D1
RFC�t Ref. �: �5-0���� Doc_ Fte�: RF�#-4� Pa�� 2 0#`3
RF�t Tit1e: �nline �'alenc�ar Platfol�
?.� Ix�cltade th� abifit��• to assi�n c#�n���p�ic ta�s to ea�I�
�i�o�r'�tti {e_�.. ��e �r���l�. t���t a��dieti�e��
2_7 �f�e� �uiltt�uted k�se�• sea�s: if use�• se�t.� ai•e Lt�nited_ �1ie
S�`S��iIiillLl.St S1��7�70� � i11511fill�llilO��� L1S�i'S_
�_S Fro�� id� filterin� optioi�� that iuclud�, but ai�e no� 1i�nite�
to:
�}_�_1 Lib�•t��� locatian�'�ratich
?_�_ } P'�•o�t'�i t��e
Z_S_� A�e r�u��.�'�emo�r'ap�ic
?.9 I�cl�lde 1ce���-orcX �earc�h fiui�ti�t��lit�� acce�si�le ta both
the ����bfic �d .s�a#�'_ Y
�.I�} ��1}��ort c�i�t�n�t�able �alen�t� ��ie���s b�� locati�n and
pi•o�'�i t���.
�.11 Pr�vide prii�#t�ble calei��ar forn��ts #`or b�th fi�1i alid
filtered �-ie��-� _
�_ 1� Farovf�� �}il�?11C 1`��15�T�`1t1�11 �i1�1Ct1�I1�1��_ inrf�din� bt�t not
Iimited to:
� . I � _ 1 �'ait�i.�ting fea#t�� s
�. I � _' l���ist��ation ��ith�ut req��it�t�� pa��tnent
pr�ce ss iug
�_ 13 �f�e� i�tegration c�pabili�' ��ith ilie C: it��• Libr�.� - s
Iute�'ated Li�rary' S���tesn {ILS�_ po�ari�.
�_ 1����o�� id� tf�e abilit�� to �ene��te cu�toti��al�f � repork� to
suppo��t i�#er,ual p���ratii traekin� a�d e�� alu�tioi�_
�_15 �biiity to clispla}• pz�o���nsr��•etits ��-itlxiu i�i�itigle
ca�e���• �•i���-s �e_�__ n7onth_ ���eek_ 1ist�- {�p�iof�cr?�
� . � G Offe� #lexi�ilit�� to ��ibed �h� c{'ilt't11�'�1' OT �1�t�!'�� �-1���'S
i�to extei�al pa�es or de��nent�i v4-ebsi�e�. (��pt�o=�rr��
Vendor Services Agreement Page 16 of 17
�'y(7t�'!' �V[)Hf�i ��IT� �F F�1�T ��-�RTH - P�-1���FL�i�I�� I}I�TSI��
�� SPEC�IFIC'_�i1���
RF(�t R�f_ �: �5-0�'I� Dac. l�ef�: RF'��-0� P���� 3�f3
R�'[�t Ti��e: Os�line C't�leii�� �1�tfar��i
�_� �ID T�Sti..E E T-? 9Fl I
Bi��e��s s�ra�l ��i�i�it Bid T�bl� [B�-'�F!vI� ��n�er l�equest�d In#`cxmi�ti�,�� i�i
i�� e�ltiret�-_ Bid.cler� a� i•ec���ired t� �id �� a111itte ite�zas au Bid �abl� BT-
BT-?9F�ri_ � bid o� �(�e�•o� �� i11 be i�iterpr�ted b�• tl�e �'it�� �S �i �10—C�i�t'��
��f'��] 1��f11 �itl� til� C1�V ��i11 fiot be expert€�d ta pa�,� �or t�a� iter�i. L
Vendor Services Agreement Page 17 of 17