Contract - Ingram Library Services - 9/24/2020 CITY OF ROUND ROCK AGREEMENT
FOR PURCHASE OF
PUBLICATIONS,AUDIOVISUAL MATERIALS,BOOKS,
TEXTBOOKS AND ANCILLARY SERVICES
WITH
INGRAM LIBRARY SERVICES LLC
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
This Agreement is for the purchase of publications, audiovisual materials, books,
textbooks and ancillary services, and is referred to herein as the "Agreement." This Agreement
is made and entered into on this the 244"L day of the month of cS2 Q(' 2020, by and
between the CITY OF ROUND ROCK, TEXAS, a home-rule municipality whose offices are
located at 221 East Main Street, Round Rock, Texas 78664, referred to herein as the "City," and
INGRAM LIBRARY SERVICES LLC, whose offices are located at Mail Stop 623, One Ingram
Boulevard, La Vergne, Tennessee 37086, referred to herein as "Vendor." This Agreement
supersedes and replaces any previous agreement between the named parties, whether oral or
written, and whether or not established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase publications, audiovisual materials, books,
textbooks and ancillary services; and
WHEREAS, City is a member of the Texas Smartbuy Cooperative Purchasing Program
("Texas Smartbuy") and Vendor is an approved Texas Smartbuy vendor through Texas
Smartbuy Contract#715-M2; and
WHEREAS, City desires to purchase said goods from Vendor through Texas Smartbuy
as set forth herein; 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 receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
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1.0 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City agrees to obtain specified goods and Vendor is obligated to provide specified goods. This
Agreement includes any exhibits, addenda, and/or amendments thereto.
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. Goods mean the specified supplies, materials,commodities,or equipment.
E. Vendor means Ingram Library Services LLC, or any successors or assigns.
2.0 EFFECTIVE DATE AND TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. This Agreement shall expire on October 31, 2024.
C. City reserves the right to review the relationship at any time, and may elect to
terminate this Agreement with or without cause or may elect to continue.
3.0 SCOPE OF WORK
A. The goods which are the subject matter of this Agreement are described generally
in the attached Exhibit"A."
B. This Agreement shall evidence the entire understanding and agreement between
the parties and shall supersede any prior proposals, correspondence or discussions.
C. Vendor shall satisfactorily provide all deliverables described in Exhibit "A"
within the contract term specified. A change in the Scope of Services or any term of this
Agreement must be negotiated and agreed to in all relevant details, and must be embodied in a
valid Supplemental Agreement as described herein.
4.0 COSTS
A. City agrees to pay for goods during the term of this Agreement at the pricing set
forth in Exhibit"A."
B. The City shall is authorized to pay the Vendor an amount not-to-exceed Six
Hundred Thousand and No/100 Dollars($600,000.00) for the term of this Agreement.
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5.0 INVOICES
All invoices shall include, at a minimum,the following information:
1. Name and address of Vendor;
2. Purchase Order Number;
3. Description and quantity of items received; and
4. Delivery dates.
6.0 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 goods 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.
7.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Vendor will be made within thirty (30) days of the date City receives goods
under this Agreement, the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the goods 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). This Prompt Payment Policy does not apply to
payments made by City in the event:
1. 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
2. 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
3. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
4. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
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8.0 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.
9.0 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
10.0 INSURANCE
Vendor shall meet all City of Round Rock insurance requirements set forth at:
httL:://www.roundrocktexas.gov/wp-content/uploads/2014/12/corr insurance 07.20112.pdf.
11.0 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Michelle Cervantes
Library Director
216 E. Main Street
Round Rock, TX 78664
(512)218-7010
mcervantes(a,roundrocktexas.gov
12.01 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.
13.0 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.
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Vendor shall be declared in default of this Agreement if it does any of the following:
A. Fails to make any payment in full when due;
B. Fails to fully, timely and faithfully perform any of its material obligations
under this Agreement;
C. Fails to provide adequate assurance of performance under the "Right to
Assurance"section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
14.0 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.
15.01 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.
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16.0 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 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and(2)will not boycott
Israel and will not boycott Israel during the term of this contract. The signatory executing this
Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott
Israel during the term of this Agreement.
17.0 ASSIGNMENT AND DELEGATION
The parties 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.
18.0 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 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:
Ingram Library Services LLC
Mail Stop 623, One Ingram Blvd
La Vergne, Tennessee 37086
Notice to City:
City Manager Stephan L. Sheets, 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.
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19.0 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.
20.0 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.
21.0 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.
22.0 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.
23.0 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.
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
Ingram Library Services LLC
By: — �J.O.-C-0.
Printed'Name: Pamela R.Smith
Title: Vice President and General Manager
Date Signed: August 11,2020
City of Rou d Rock, Texas
By:
Printed Nam/.
Title:
Date Signed: 9 2 Zo2o
For City,Attest:
B •—&
,
For City, proved as t Form:
By:
Steph L. Sheets, City Attorney
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Exhibit "A"
City of Round Rock,Texas
Price Sheet
Ingram Library Services LLC
Texas Smartbuy Cooperative Contract#715-M2
The City of Round Rock would like to enter into a contract with Ingram Library Services LLC per the terms of Texas
Smartbuy Cooperative Contract#715-M2.The City intends to purchase from this contract Publications,Audiovisual
materials, Books,Textbooks,and Ancillary Services in an annual amount not to exceed$150,000.
Contract Term:Effective from date of execution and will expire on 10/31/2024 or per the terms of Texas Smartbuy
Cooperative Contract#715-M2.
Special Instructions:Complete pricing below and submit copy of price list or catalog.
Contract No.71SM2 Publications,Audiovisual Materials,Books,Textbooks,and Ancillary Services
Ingram Library Services LLC Public libraries(City,
Regional,etc.)Category
Electronic and Digital Materials
Category 1 lciigit.l pre-loaded;ail-in-ane audio books 20%
Category 2 lCligital re-loaded;all-in-one audio book pack kits NA
Category 3 IDigital pre-loaded NA
Category 4 lAudiovisual Pre-loaded;Device included NA
Print Materials
Category 5 Adult trade;fiction/non-fiction hardbound 47%
Category 6 Adult trade;fiction/non-fiction paperback 41%
Category 7 Juvenile trade;fiction/nor-fiction hardbound 47%
Category 8 Juven4e trade:fiction/non-fiction paperback 41%
Category 9 Mass market paperback;rack 41%
Category 10 Non-trade publication:hardbound 10%
Category 11 Non-trade publications;paperback 10%
Cate pry 12 University press 10%
Category 13 lAdult fibra bound;fiction/non-ficlon 15%
Category 14 lJuvenile library bound;fiction/nonfiction 1S%
Category 15 Pre-bound hardbound 30%
Category 16 Pre-bound paperback NA
Nonstandard formats
Category 17 Music/Audio Compacts Disc;Pre-recorded 10%
Category 18 Music/Audio Record Disc,Vinyl;Pre-recorded NA
Category 19 Audiovisual DVD/Blue-ray pre-recorded;feature/non- 31%
feature films
Category 20 Spoken word/audio compact disc pre-recorded;abridged 46%
Category 21 Spoken word/audio compact disc pre-recorded;un-abridged 46%
Category 22 Spoken word/audio MP3 format pre-recorded;un-abridged 46%
*N/A=not awarded
Additional Information
Nettitfes for all categories and bindings are Invoiced at 0.0%discount.For public,K12 school libraries and State Agencies,Spoken word audio non-trade/short discount invoiced at 10.0%discount.Video
Games Invoiced 91:5.0%discount for all categories.Continuations and standing order programs reoeive the same discounts as firm orders.
Exhibit "A"
Contract No.715M2 Publications,Audiovisual Materials,Books,Textbooks,and Ancillary Services
Ingram library Services LLC
Premium Processing-Shelf-Ready Base Price Description
Mylar Jacket(or Laminate Cover),Label Protectors,Spine Label,Barcode, Mylar or up to 2 label protectors,spine label,barcode-standard BookMARC record.
and Standard MARC Record $1.19 Laminate paperback cover is a separate charge.
Mylar Jacket(or Laminate Cover),Label Protectors,Spine Label,Barcode, Mylar or up to 2label protectors,spore label,pre-programmed RFID and barcode(1)set,
RFID Tag(programmed and applied),and $1.99 standard BookMARC record.Laminate
Standard MARC Record paperback cover is a separate charge.
Processing Services Base Price Description
Brief MARC Record No Charge If Vendor Offers MARC records,a Brief MARC Record Shall Be Free
of Charge,Per the Terms of This RFP
Full MARC Record 0.35 BookMARC record via FTP or ipage
Mylar Jacket 0.69 attached via tape or glue
Barcode Label 0.20
Label(per application-Customer supplied) 0.20
Label(per application-Vendor supplied) 0.20
Genre Label 0.20
Spine Label 0.20
Label Protector 0.25
Pocket(paper) 0.35
Pocket(vinyl) 0.45
Property Stamp(per impression) 0.20
Spine Tape(inside) 1.55
Spine Tape(Outside) 0.85
Audio Visual Processing and Accessories Base Price Description
Digital Processing for Media $2.00 Up to 6 digital labels
Format Conversion Service N/A
Hub Label(per application) $0.25
Shrink Wrap Removal $0.55
DVD/CD Case,Holds Single Disc(Paper) N/A
DVD/CD Case,Holds Single Disc(Plastic) $1.99 DVD single disc case.
DVD/CD Case,Holds Multiple Discs $2.60 DVO multiple disc case
Single DVD OneTime locking case at$2.59.Multi-DVD OneTime locking case at$3.50.Single
DVD/CD Case,Locking $2.59 music CD OneTime locking case at
$3.00,Double music CO OneTime locking case at$3.50.
Spoken Audio CD Case;Various Capacities $3.80 small spoken audio CD clam case;$4.75 medium spoken audio CD
clam case;$6.00 large spoken audio clam case.
Laminated Paperback Covers Base Price Description
51.85 for 15 mil laminate cover.$1.99 for 5 mil laminate cover.Clear polyester,applied to
Polypropylene Laminate;Various Thicknesses $1.85 front and back cover.The 2-mil spine ensures
the book remains flexible.
Vinyl Laminate;Various Thicknesses N/A
RFID/Theft Deterrents Base Price Description
Pre-programmed RFID/Barcode Set(1 Barcode);Applied to 50.80
book
RFID("universal"tag programmed and applied) $0.99 Ingram-supplied tag
CD/DVD Overlay RFID Tag $1.29 StingRay Full Disc Overlay RFID Tags
Theft Deterrent Tape/Strip 50.50 3M or Checkpoint theft strip placed inside book or on case
Additional Processing Components
Ingram offers prebinding services for$S.45 per unit.Spoken Audio CDs can be repackaged into locking MediaSAFE cases for$4.95 per unit small case(holds up to 14 COs)and$5.30
per unit large case(holds up to 26 CDs.)Processing options requested by the Library and not specifically listed on this price sheet will be offered at our standard pricing at the time an
option is added to the customer's account profile.Ingram can provide custom cataloging including linking,record upgrades,and original cataloging.Pricing is custom quoted based on
the individual library's specifications.
Information Only: The City of Round Rock reserves the right to order other products from the attached MSRP Sheet per the
discounts quoted in Texas Smartbuy Cooperative Contract#71S-M2.
COMPANY NAME: Ingram Library Services LLC
SIGNATURE OF AUTHORIZED
REPRESENTATIVE:
PRINTED NAME: Pamela R.Smith
PHONE NUMBER: SOO-937-5300
EMAIL ADDRESS: ilsbids(R.in ramcontent.cam