CM-2026-157 - 5/29/2026 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 t e"A eeme,nt."This Agreement is made and entered into on this the 2 day of the month
of , 2026, by and between the CITY OF ROUND ROCK, TEXAS, a home-rule
municip lity 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:
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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 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(36)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 Thirty-
Five Thousand Seven Hundred Seventy-Four and 83/100 Dollars($35,774.83) 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:
https://www.roundrocktexas.gov/wp-content/uploads/2024/12/C ORR-Insurance-08-
2024.pdf subject to the following:
A. The language in subsection 1.5.2 is deleted in its entirety and replaced with
"Intentionally Omitted."
B. The language in subsection 1.5.6 is deleted in its entirety and replaced with
"Intentionally Omitted."
C. The language in Section 2.0 is deleted in its entirety and replaced with
"Intentionally Omitted."
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@a,roundrocktexas.gov
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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.
13.0 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 thirty(30)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,
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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.
15.0 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.
16.0 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,
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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.
18.0 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.
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.
20.0 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.
21.0 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.
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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.
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: 114,,X4ivvoyia.
By: '
Printed Name: Er0OU 6enr +1- Printed Nam ;M ,AA�Oe,e_.
Title: CI*/ ,UCtflCt9Q r Title: V P1 .Sr ks De-eratioi s
Date Signed: May 2q, 2024, Date Signed: Ste- /a —,2(,
ATTEST:
By:
Ann Franklin, City Clerk
FOR CITY,APPROVED AS TO FORM:
By: v t `
tephanie L. San re, City Attorney
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Exhibit "A"
�i Clarivate"
ProQuest LLC
789 E.Eisenhower Parkway
Ann Arbor,MI 48108
United States
Order Form:
By signing this Order Form("Order")you agree to license the Products subject to the Agreement described below
and you certify that you are authorized to enter into this Agreement on behalf of the Client.
Client: Round Rock Public Library
Authorization by Client: Authorization by:ProQuest LLC
Signature: Signature: ..v/�
Duly Authorized Signature
Name: Name: Tim McGee
Title: Title: Vice President,Sales Operations
Date Signed: Date February 6,2026
Signed:
Q-00839230 PQ10096662
Product Name Code Start Date End Date Price
O'Reilly for Public Libraries SAFPLC 6/1/2026 5/31/2027 11,564.61 USD
5 Concurrent Users
Link to Required O'Reilly Public Library
Setup Information
O'Reilly for Public Libraries SAFPLC 6/1/2027 5/31/2028 11,911.55 USD
5 Concurrent Users
Link to Required O'Reilly Public Library
Setup Information
O'Reilly for Public Libraries SAFPLC 6/1/2028 5/31/2029 12,298.67 USD
5 Concurrent Users
Link to Required O'Reilly Public Library
Setup Information
Total Price: 35,774.83 USD
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Exhibit "A"
Annual Total Fees:
Total Fee(s)for Year 1 11,564.61 USD
Total Fee(s)for Year 2 11,911.55 USD
Total Fee(s)for Year 3 12,298.67 USD
Renewal Term:
The Term will renew upon mutual written agreement.
Product Terms:
GOVERNING LAW&JURISDICTION State of Delaware
GOVERNING TERMS:The existing Agreement and those terms referenced on Order(s)will govern.Where there is no
existing Agreement,the Clarivate Terms and the applicable Products/Service Terms available at
https://clarivate.com/legal-center/terms-of-business and any terms referenced on this Order will apply.Terms detailed
within this Order will control in the event of a conflict.
O'Reilly for Public Libraries:ProQuest is an independent company acting as the sales agent for Safari Books
Online LLC with respect to the sales of Safari's service offerings and related matters. Publisher restrictions
prohibit the licensing of any Safari service as a replacement for textbook adoption in the classroom.
Additional Information:
Legal Notice Information
Client Entity:Round Rock Public Library
Client Legal Address:200 E Liberty Ave Round Rock TX United States 78664
Billing Information: Shipping Information:
Please review your billing address to ensure its Please confirm the shipping address is accurate.
accuracy.
Round Rock Public Library Round Rock Public Library
200 E Liberty Ave Round Rock TX United States 200 E Liberty Ave Round Rock TX United States
78664 78664
Electronic Invoice Recipient(s): Electronic Renewal Recipient(s):
Michelle Jones Rhonda Kuiper
mjones@roundrocktexas.gov rkuiper@roundrocktexas.gov
Rhonda Kuiper
rkuiper@roundrocktexas.gov
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Purchase Orders,please indicate below. If tax exempt,please include copy of supporting
Purchase Order# documentation with signed agreement or email a copy
to It sccoL .vats,
Billing Information Notes
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Exhibit "A"
Invoices will be emailed to the bill- To sign up for our auto-renewal program as part of our'go green'
to-contact and renewals will be initiative,please check this box:0
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electronic invoices,please check Client, unless Client sends written cancellation notice to Clarivate within
this box:0 30-days of the Client's receipt of the renewal invoice, with such
cancellation to be effective as of the end of the current subscription
period.
IP Authentication: Barcode Scheme: Alternative LIBCODE
Authentication:
Length:
Prefix:
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Authorized Sites:
Site Name Product Start Date End date Site Allocation Price
Account Manager Information:
Chris Michaels
734-997-6822 I chris.michaels@proquest.com
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