CM-2024-118 - 4/5/20244868-5821-9695/ss2
CITY OF ROUND ROCK AGREEMENT
FOR PURCHASE OF
LIBRARY RESEARCH SERVICES
WITH
PROQUEST, 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 Library Research Services and is referred to herein
as the “Agreement.” This Agreement is made and entered into on this the _____ day of the
month of __________, 2024, 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 PROQUEST, LLC, whose offices are located at 789 E.
Eisenhower Pkwy., Ann Arbor, MI 48108 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 Library Research Services; 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 receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
5th
April
CM-2024-118
2
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 and Services mean the specified services, supplies, materials,
commodities, or equipment.
E. Vendor means ProQuest 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 thirty-six months from the Effective Date.
3.0 SCOPE OF WORK
A. The goods and related services which are the subject matter of this Agreement are
described generally herein and referenced in in the attached Exhibit “A,” incorporated herein by
reference for all purposes.
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 and services described herein
and referenced in Exhibit “A” within the contract term specified. A change in the Scope of
Services or any term of this Agreement, including bonding requirements, 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 and related services during the term of this
Agreement pursuant to the pricing terms set forth in Exhibit “A.”
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B. The City shall is authorized to pay the Vendor an amount not-to-exceed Fifty-
four Thousand and No/100 Dollars ($54,000.00) for the term of this Agreement.
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 services as
determined by City’s budget for the fiscal year in question. City may affect 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
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4. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
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:
http://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 Department
200 E. Liberty
Round Rock, TX 78664
(512) 218-7010
mcervantes@roundrocktexas.gov
12 .0 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City acquiring the
specified goods elsewhere.
Vendor shall be declared in default of this Agreement if it does any of the following and
fails to cure the issue within thirty (30) days of receipt of written notice:
A. Fails to fully, timely and faithfully perform any of its material obligations under
this Agreement;
B. Becomes insolvent or seeks relief under the bankruptcy laws of the United States
and is unable to perform its material obligations under the Agreement.
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1 3.0 TERMINATION AND SUSPENSION
A. In the event of any uncured default by either party, the non-defaulting party has
the right to terminate the affected portions of this Agreement for cause, upon ten (10) days’
written notice to the defaulting party following the cure period.
B. In the event the City terminates under this section, the following shall apply:
Upon the effective date of the termination, Vendor shall discontinue performance of the affected
provision of goods and/or services. The City shall be responsible only for amounts due and
owing up to the date of termination.
14.0 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 2271, 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.
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.
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1 5.0 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.
1 6 .0 NOTICES
A. 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:
ProQuest, LLC
789 E. Eisenhower Pkwy.
Ann Arbor, MI 48108
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
B. Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
17.0 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.
1 8 .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.
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19.0 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.
2 0 .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.
2 1.0 MISCELLANEOUS PROVISIONS
A. 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.
B. Time is of the Essence. The parties agree that, from time to time, certain unique
transactions may have special requirements relative to timing and, accordingly, the parties will
identify those transactions and exercise best efforts to accomplish those transactions within the
stated timeframe. Other timing requirements will be met in a commercially reasonable manner.
Where damage is caused to City due to Vendor’s failure to perform in the special timing
requirement circumstances, City may pursue any remedy available without waiver of any of
City’s additional legal rights or remedies.
C. Binding Agreement. This Agreement shall extend to and be binding upon and
inure to the benefit of the parties’ respective heirs, executors, administrators, successors and
assigns.
D. 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.]
8
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock, Texas ProQuest, LLC
By:_______________________________ By:________________________________
Printed Name:_______________________ Printed Name:_______________________
Title:_______________________________ Title:_______________________________
Date Signed:_________________________ Date Signed:_________________________
ATTEST:
By: __________________________________
Meagan Spinks, City Clerk
FOR CITY, APPROVED AS TO FORM:
By: __________________________________
Stephanie L. Sandre, City Attorney
Dawn Branham
Director, Order Management
04/01/2024
Laurie Hadley
City Manager
04/05/2024
Clarivate Americas No Easy Renew (rev. 8/1/2022) Page 1 of 7
License Agreement consists of:
This ProQuest Customer Order Form
Your Clarivate Master Agreement or, where you have not entered a Clarivate Master Agreement,
the Clarivate Terms available at https://clarivate.com/terms-of-business; and
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Order Form
Q-00631186 US10061398
Product Name Code Start Date End Date Price
Syndetic Cover Images SYCOVERIMAGES 2/1/2024 1/31/2025 748.56
USD
Syndetic Video & Music Covers &
Annotations
SYVIDEOMUSIC 2/1/2024 1/31/2025 749.14
USD
Newspapers.com - World Collection NEWSCOMWC 2/1/2024 1/31/2025 9,766.37
USD
Syndetic Cover Images SYCOVERIMAGES 2/1/2025 1/31/2026 771.02
USD
Syndetic Video & Music Covers &
Annotations
SYVIDEOMUSIC 2/1/2025 1/31/2026 771.63
USD
Newspapers.com - World Collection NEWSCOMWC 2/1/2025 1/31/2026 10,059.37
USD
Syndetic Cover Images SYCOVERIMAGES 2/1/2026 1/31/2027 794.16
USD
Syndetic Video & Music Covers &
Annotations
SYVIDEOMUSIC 2/1/2026 1/31/2027 794.77
USD
Newspapers.com - World Collection NEWSCOMWC 2/1/2026 1/31/2027 10,361.16
USD
Customer: Round Rock Public Library
Authorization by ProQuest LLC: Authorization by Customer:
Signature:
\si1\
Signature:
Duly Authorized Signature Duly Authorized Signature
Name: \fna1\ Name:
Title: \ti1\ Title:
Date Signed: \ds1\ Date
Signed:
Exhibit "A"
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Ancestry Library ANCLIB 1/31/2024 6/30/2024 (792.72)
USD
Ancestry Library ANCLIB 2/1/2024 1/31/2025 1,959.60
USD
Ancestry Library ANCLIB 2/1/2025 1/31/2026 2,018.39
USD
Ancestry Library ANCLIB 2/1/2026 1/31/2027 2,078.95
USD
*(Credits) are only applicable if original invoice has been paid.
Product Notes:
Ancestry Library Edition – No remote access is allowed for public libraries, genealogical and historical societies,
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Additional Information:
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Please review your billing address to ensure its accuracy.
Shipping Information:
Please confirm the shipping address is accurate.
Round Rock Public Library
200 E Liberty Ave, Round Rock, TX 78664
Round Rock Public Library
200 E Liberty Ave, Round Rock, TX 78664
Electronic Invoice Recipient(s):
Michelle Jones
Mjones@roundrocktexas.gov
Rhonda Kuiper
Rkuiper@roundrocktexs.gov
Electronic Renewal Recipient(s):
Rhonda Kuiper
Rkuiper@roundrocktexs.gov
If your subscribing institution requires the use of Purchase
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Purchase Order # o1\
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contact and renewals will be emailed to
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please check this box: ☐\cbi1\
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Customer sends written cancellation notice to ProQuest within 30-days of the
Customer’s receipt of the renewal invoice, with such cancellation to be effective as
of the end of the current subscription period.bs1\\
Exhibit "A"
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Technical Contact: Phone: Email:
\tcn1\ \tct1\ \tce1\
IP Authentication: Barcode Scheme: Alternative Authentication: LIBCODE
\ip1\ Length: \bcl1\
Prefix: \bcp1\ \add1\ \lib1\
Authentication Instructions:
Additional Sites:
Account Manager Information:
Dawn Ledwidge
| dawn.ledwidge@proquest.com
Exhibit "A"
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PRODUCT / SERVICE TERMS ADDENDUM
In addition to the Terms, your use of the below listed products are subject to these additional
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ProQuest Platform & Ebooks
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Exhibit "A"
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ebooks, copying is limited to small portions of a book, and (iv) you comply with all laws and
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Exhibit "A"
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Exhibit "A"
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visiting scholars, as well as walk-in patrons while they are on-site.
(c) For corporate organization, your employees and independent contractors while performing
their work.
For clarity, ‘Authorized User’ excludes corporate affiliates, academic bookstores, non-
subscribing institutions, and alumni unless expressly included on the Order.
15. Governing Law and Jurisdiction. If you are a United States company, the laws of Delaware
(without regard to conflicts of laws) govern all matters arising out of or relating to this
Agreement and you consent to the jurisdictional venue in Delaware. If you are a Canadian
company, the laws of the Province of Ontario (without regard to conflicts of laws), and the laws
of Canada applicable therein, govern all matters arising out of or related to this Agreement and
you consent to the jurisdictional venue in Toronto in the Province of Ontario. The United
Nations Convention on Contracts for the International Sale of Goods does not apply to this
Agreement.
Exhibit "A"