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Contract - Ingram Library Services, LLC - 3/27/2025 CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF PUBLICATIONS,AUDIOVISUAL MATERIALS,BOOKS, TEXTBOOKS AND ANCILLARY SERVICES WITH INGRA_M 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 Z -7 day of the month of , 2025, 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 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: 4925-7182-85001ss2 R-267-5-0?7 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 25,2025. 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." 2 B. The City shall is authorized to pay the Vendor an amount not-to-exceed One Hundred Eighty-Three Thousand and No/100 Dollars ($183,000.00) 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 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 3 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 CITY'S REPRESENTATIVE City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Geeta Halley Assistant Library Director 200 East Liberty Avenue Round Rock,TX 78664 (512)218-7018 ahal ley(Z�roundrocktexas.Vov 11.0 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. 12.0 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 4 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 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. 13.0 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. & In the event of any default by Vendor,City has the right to terminate this Agreement for cause, upon thirty (30) 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. 14.0 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, reasonable attorney's fees, and 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.Nothing herein shall be 5 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. 15. 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, to the extent consistent with Vendor's local laws, 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 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/I00 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. 16.0 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. 17.0 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: 6 I. 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 One Ingram Blvd La Vergne, Tennessee 37086 Notice to City: Brooks Bennett, 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. 18.0 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. 19.0 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. 20.0 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. 21.0 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 7 provision held to be void. 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. 22.0 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. Timing. Vendor understands and agrees to use commercialIy reasonable efforts to provide product and/or services. Vendor shall be responsible for failures to use commercially reasonable 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 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.] 8 IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. Ingram Library Services LLC By: Printed Name: arolvn MJiTis Title: Vice President Date Signed: City of RouRoc exas By: Printed Name: or0 Q Yl Title: Aaqoj- Date Signed: For City Attest: By: Ann ranklin,City Clerk For City,Approved as to Form: By: .►tea Stephanie L. Sandre,City Attorney 9 Exhibit "A" INGRAM. Bill to: 20T2661 QUOTE# 11192024 ROUND ROCK PUBLIC LIBRARY SYSTEM DATE PAGE 200 E LIBERTY AVE Nov 19,2024 1 ROUND ROCK,TX 78664 Ship To Acct No. 20T2661&20U6100 ROUND ROCK PUBLIC LIBRARY SYSTEM 200 E LIBERTY AVE ROUND ROCK,TX 78664 Ingram Description Quantity List Price/ Ext Price Format Discount Price Various Library materials and processing 1 $183,000.00 $183,000.00 services Discounts and Terms to follow the State of Texas Contract,715-M2. Quote Total:$ 183,000.00 Ingram Library Services LLC . One Ingram Blvd P.O. Box 3006 LaVergne,TN 37086 www.ingramcontent.com/libraries DocuSfgn Envelope ID:4D109D3F-9549-4DB9-9D9a-FE57A537658D Exhibit "A" ies cy� a�Y GLENN REGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS NOTICE OF AWARD Page 1 of 2 Payee ID#: 16217466958 Contact Name: Pamela Smith Ingram Library Services LLC Phone: 615-213-5373 One Ingram Blvd. Email: ilsbids@ingramcontent.com La Vergne,TN 37086 Re: Contract Category: 715M2 Publications, Audiovisual Materials, Books, Textbooks, and Ancillary Services Contract ID No.: 715M2-2706 RFP No.: 304T 20-715M2 Term of Contract: date of Deputy Comptroller's signature on this Notice of Award through October 31,2021 Your company, Ingram Library Services LLC, submitted a Proposal to the Comptroller of Public Accounts (CPA) in response to the above-referenced Request for Proposal (RFP). This letter is to inform you that the Comptroller accepts your Proposal for the items listed in the attached Contract Item List. The Contract Item List includes a description for each item. This description must be included on the sales report as required in Part A, Section A.10, to be submitted by the Contractor. The Contract consists of the documents stated in Section B.3.4 of the RFP; however, products or services in your Proposal for which you sought an award that are not included in the attached Contract Item Listing are not part of the Contract. Only those assumptions and exceptions specifically noted in this award letter have been accepted by CPA. All other assumptions and exceptions are specifically denied. Any oral discussions, representations, or accommodations regarding assumptions or exceptions are specifically disclaimed. As stated in the RFP, no minimum compensation under the Contract is guaranteed. You must not process or make delivery for any products or services until receipt of a purchase order by a Customer pursuant to the terms of the Contract. Any payment due under this Contract will be applied towards any debt, including but not limited to delinquent taxes and child support,which is owed to the state of Texas. The terms and conditions of this Contract may be modified only through a written amendment executed by an authorized representative of the CPA. Customers may not modify the terms and conditions nor amend the Contract. Please review the attached Contract Item Listing carefully. Notify CPA of any errors requiring correction within five(5)business days of the date the Notice of Award was sent by e-mail from the Comptroller.Texas.Gov DocuSignEnvelope 10:4DS09D3F-9549.4DB9-9D98-FE57A537B58D Exhibit „A„ NOTICE OF AWARD Page 2 of 2 Statewide Contract Development. Such notification and all invitations for any changes to the Contract, including communications regarding the Contract,shall reference the Contract number and IFB number and be submitted to Statewide Contract Management. Statewide Contract Management E-mail: spd cmo@cpa.texas.gov Texas Comptroller of Public Accounts D—Ustgned by. Deputy Comptroller Date: 6/2912020 1 3:22 PM CDT DocuSign Envelope ID:4D10gD3F-9549-4DB9-9098-FE57A537B58D Exhibit "A"/tn Contract Item List Contract No.715M2 Publications,Audiovisual Materials,Books,Textbooks,and Ancillary Services Contract ID No.71SM2-2706 RFP No.304T-20-71SM2 Ingram Library Services LLC K-.L Public Libraries State Agencies and School libraries (CAcademic institutions ity,Reg'onal,etc.) Category Co-Cp Member Category Category Category Electronic and Digital Materials Category 1 Digital pre-loaded;all-in-one audio books 20% 20°% 20% 20% Category 2 Digital preloaded;all-in-one audio book pack kits N/A N/A N/A N/A Cate3ory3 Digitalpre-loaded N/A N/A N/A N/A Category 4 Audicvisual Pre-loaded;Device included N/A N/A N/A N/A Print Materials Category 5 Adult trade;fiction/non-fiction hardtound 38% 47°i° 20°% 38% CategDry 6 Adult trade;fctionIna n-fiction paperback 36% 41% 20% 36% Category 7 Juvenile trade;fiction/nor-fiction hardbound 3856 47% 20% 38% Category Juvenile trade;fiction/non-fiction paperback 36% 41% 20% 36% Category Mass market paperback;rack 36Y. 4i*A 20% 36% Category 1C Nan-trade publication;hardboun d 10% SD% 20% 1D% Category 11 Nan-trade publications;paperback 1056 10% 20% 1D% Category 12 University press 10% 10% 20% 10% Category 13 Adult library bound;fiction/non-fiction 10:5 15% 20% 1D'A Category 14 Juvenile library bound;faction/non-fiction 101% 15% 201c 10% Category 15 Pre-bound hardbound 3051. 30% 20% 301A Category l6 Pre-bound paperback N/A N/A N/A N/A Nonstandard Formats Category 17 Music/Audio Compacts Disc;Pre-recorded 105, 10% 10% 10% Category 18 Music/Audio Record Disc,Vinyl;Pre-recorded N/A N/A N/A N/A Category 19 Audicvisual DVD/Blue-ray pre-recorded;feature/non- 250 31% 20% 25% feature films Category 20 Spoken word/audio compact disc pre-recorded;abridged 45% 4614 20% 45% Category 21 5pekenword/au din compact dscpre-Fecorded;un-ahridged 45% 46% 20% 45% Category 22 Spoken word/audioMP3 format pre-recorced;un-abridged 4556 46% 201e 45% 'N,rA=not aw a rc ed Additional Information Net titles For all categories and bindings are invoiced at C.D%discount.For public,K12school libraries and State Agencies,Spoken word audio non-tradgshortdiscount Invoiced at 10.0%disccunt.Video Games invoked at S_O%discount for all categories.Continuations and standing order programs receive the same discounts as firm orders. DocuSign Envelope ID:4DI09D3F-9549-4DB9-9D98-FE57A537B58DExhibit "A" Contract Item List Contract No.715M2 Publications,Audiovisual Materials,Books,Textbooks,and Ancillary Services Contract ID No.715M2-2706 RFP No.304T-20-715M2 Ingram Library Services LLC pro Ww:5al-4-RieRE 35 Mylar Jacket for Laminate Cover),Label Protectors,Spine $1.19 Mylar or up to 2 label protectors,spine label,barcode,standard Label,Barcode,and standard MARC Record BookMARC record.Laminate paperback cover is a separate charge. Mylar Jacket(or Laminate Cover),Label Protectors,Spine Mylar or up to 2 label protectors,spine label,pre programmed RFID Label,Barcode,RFID Tag(programmed and applied),and $1.09 and barcode(1)set,standard BookMARC record.Laminate Standard MARC Record paperback cover is a separate charge. 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 1page 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) OAS 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 DVO/CD Case,Holds Single Disc(Paper) N/A OVD/CD Case,Holds Single Disc(Plastic) $1.99 DVD single disc case. OVD/CD Case,Holds Multiple Discs $2.60 DVD multiple disc case Single DVD OneTime locking case at$2.59.Multi-DVD OneTime OVD/CD Case,Locking $2.59 locking case at$3.50.Single music CD OneTime locking case at $3.00,Double music CD 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 Iclam case;$6.00 large spoken audio clam case. DocuSign Envelope ID:4D109D3F-9549-4DB9-9DgB-FE57A537B56D Exhibit "A" Laminated Paperback Covers Base Price Description 51.85 for 15 mil laminate cover.$1.99 for 5 mil laminate cover.Clear Polypropylene Laminate;various Thicknesses S1.a5 polyester,applied tofront and backcover.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 $0.80 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 $0.50 3M or Checkpoint theft strip placed inside book or on case Additional Processing Components Ingram offers prebinding servicesfor$5.45 per unit.Spoken Audio CDs can be repackaged Into locking MediaSAFE cases for$4.95 per unit small case(holds up to 14 CDs)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.