HomeMy WebLinkAboutWashington State Library - Agreement IG-11/051 License of Downloadable Media and Amendments 1 & 2 RECEIVED
AUG 0 2 2010
BY Secretary of State Fiscal |GA1051
Consortium Agreement for the License ofDownloadable Media
This is an agreement between the Washington State Library(hereinafter referred to as"WSL or its
representative") and Port Townsend Public Library(hereinafter referred to as"Participating Ljbrary')to
join in a group license of Overdrive, Inc. application services and downloadable digital media. The group
license will provide down{oodab|edigita| media to library patrons ofParticipating Libraries through a
shared website,thus reducing costs and increasing thevar|etyofmatoria|savai|ab|eho|ibnaryusers. The
Participating Libraries as u group will be known asthe Washington Digital Library Consortium (formerly
known aathe Northwest Washington Digital Library Consortium), hereinafter referred to as"WDLC".
The purpose of this Agreement is to establish the obligations and commitments of the parties
participating in theVVDLC. In addition tuthis agreement, each Participating Library will sign a Library
Participation Form agreement with Overdrive, Inc. (hereinafter referred to as"Ovenihvo'�.
Overdrive will provide single customizable website("application services)that provides patron access
to digital media, such as clownloadable audio books,that can be accessed by the patrons of all
Participating Libraries. Each Participating Library will contribute to the collection of digital media as
described in this Agreement and the annual Terms ofParticipation. Digital media titles selected and
licensed by each Participating Library for contribution to the shared collection will be available for use by
patrons ofall Participating Libraries.
Application license and hosting fees for the Overdrive application services will be divided among the
Participating Libraries based on population sewed by each Participating Library in the prior year,as
recorded in the Washington State Library's Washington Public Library Statistics. The Participating Library
will pay its share of the application services fee to WSL acting as fiscal agent. In addition, each
Participating Library agrees to pay a share of the cost of managing the Consortium and to purchase titles
for the collection according tothe annual Terms ofParticipation.
WSL will serve as the administering library for the group license, WSL will invoice each Participating
Library annually for its share of the application license and hosting fees, the added copy fund, and the
administrative fees associated with the management of the consortium, as long as this agreement is in
force; VVSLwiU pay Overdrive. The Participating Library will order its own titles directly from Overdrive
for contribution to the shared collection, and Overdrive will bill each library for its own orders, except as
described below. Where group decisions are required as specified in this agreement, the decision will be
made by majority vote of the library directors or their designees, one vote per library.
An executive advisory committee consisting of representatives of three participating libraries and a
representative of WSL will manage the WDLC, consulting with the Participating Libraries as needed.
Each public library member will serve a three year term. In the first year following the signing of this
revised agreement, one member will serve one-year term, one member will serve two-year term, and
one member will serve three-year term. The initial members will be selected byWSL Achair will
selected bythe committee members from amongst themselves. New members will beselected bylot
from candidates proposed by the directors of the Participating Libraries, unless otherwise agreed to by
the members ofthe VVDLC.
Section 1. WSL Roles
VVSLshaU:
A. Communicate with participants about matters of interest regarding the implementation of this
agreement;
B. Serve asfiscal agent for the VVDLC;
C. Invoice participants annually byDecember 15;
D. Negotiate with Overdrive to resolve problems that cannot be resolved by the Participating
Library;
'
wwnuCommmum Agreement page 1
|E-11/D51
E. Provide quarterly fiscal reports to Participating Libraries;
F Provide authentication services tolibraries asrequested.
Section 2. Executive Adviso!y Committee Roles
The Executive Advisory~~....`.e......
A. Communicate with participants about matters ofinterest regarding the Terms of
Participation;
B. Propose anannual budget for the next year that includes the administrative feesenddle
minimum contribution Lothe purchase oftitles Uothe collection;
C. Annually review the Terms of Participation and propose changes to the Participating Libraries
for avote;
D. Conduct surveys orelections onissues brought forward bymembers of the N0LCnot more
than four times per year;
E. Ensure that purchase suggestions made bysmaller libraries are purchased.
Section 3. Participating Library
The Participating Library shall:
A. Pay, within from date of invoice, its proportional share of the application license and
hosting fees and administrative costs,as described in this Agreement;
B. Provide patron authentication which permits only local cardholders access tothe media as
required by Overdrive orwork with VVSLho authenticate its cardholders through a centrally `
managed authentication system;
C. Provide access to the service through Participating Library's website if available;
D. Purchase titles in accordance with the budget specified in the annual Terms o[Participation;
E. Remain incompliance, onanongoing basis, with rules and standards maintained by
Overdrive.
Section 3. Conten
A. The downloadable formats available to all participating libraries through Overdrive will be
selected byamajority vote ofparticipating libraries.
B. The initial allocation for the purchase of new formats must be sufficient to serve all interested
patrons and maintain a minimum hold ratio. One nrmore libraries may contribute tothe
initial allocation o/the group may vote to require a proportional contribution from all
Participating Libraries.
C. The Participating Library may license additional titles with funds beyond those agreed to in
the Terms of Participation,mdth the understanding that titles added to the website will be
available tuthe patrons mfall Participating Libraries.
D. A percentage cd the budget that each library pays for i(de4 as stipulated in theTerms of
Participation, will be paid to WSL for a fund, the purpose of which will be for the automatic
purchase of added copies to maintain the hold ratio stipulated in the Terms of Participation.
E. If the added copy fund has money remaining at the end of the year, it may be spent for new
titles, as selected by a person authorized to do so by the Executive Advisory Committee.
F. If the added copy fund is insufficient to maintain the current hold ratio, the hold ratio may be
increased until the end ofthe year.
G. Libraries whose annual expenditure for the purchase of titles is less than $500(or as
stipulated in the Terms of Participation)shall pay the entire amount into the fund for the
purchase ofadded copies. The libraries may also make purchase suggestions Uothe
Executive Advisory Committee, or order titles directly from Overdrive with funds in excess of
their minimum commitment.
Section 4. Circulation Procedures
A. The circulation period shall be specified in the Terms of Participation.
wwouCConsortium Agreement Page
IG-1 1/O51
B. Any Participating Library may propose change in loan period urother circulation procedure,
and the decision shall be made bymajority vote.
Section 5. Additional Libraries
A. WSL may permit other libraries to join WDLC as additional Participating Libraries on the
following conditions:
1. The library seeNngto]oin (the"new|ibr ry")yenesapopuiatiunof|easLhan10lO0O;
J. The new library gives VVSLnotice ofits interest atleast 9Odays before the end ofthe
annual term ofthis Agreement;
3. Overdrive agrees tothe new library's inclusion |nVVDLC;
4. The new library signs a Library Participation Form, and any other form or agreement
required by Overdrive, and pays any fees assessed by Overdrive to add the library to the
group website unless those fees will bepaid byVVSL;
5. The new library signs this Agreement(or, if this Agreement is amended or rewritten, the
Agreement then in force between the Participating Libraries)and agrees to pay its share
ofVVDLCcosts asspecified |nthe Agreement and the Terms ofParticipation.
6. General Provisions
A. Term:
This Agreement shall have an initial term beginning upon the date of execution, and ending
December 31, 2010, and subsequent terms of one calendar year each, beginning January 1
and ending December 31 of each year. This Agreement will renew automatically each year
unless the parties change its terms by unanimous agreement, or unless Participating Library
withdraws from this Agreement as specified in Paragraph 8., below.
B. Withdrawal:
A Participating Library may withdraw from this Agreement by giving written notice of its
\ �`~^ toVVS� aoagent for the VVDU� atleast 90days before the end ofany
+"`���� ^���� —'���' ent. �pnopernobooiagiven, thewithdravva| wiUbeafhe�iveat
theendoftheanrl~
— . - '
C. Termination:
1. Continuing participation in WDLC under this Agreement is conditioned on Participating
Library's compliance with this Agreement, with the requirements of Overdrive, and with
applicable|aw. Failure tncomply with these requirements will subject member to
termination upon majority vote ofthe remaining members.
2. Termination of interest
A Participating Library whose participation in WDLC terminates for any reason (including
its voluntary withdrawal from this Agreement; its termination for noncompliance or
nonpayment, as described in this Agreement; or the dissolution of the WDLC group)will
have no ownership interest, license, right of access or other right or interest in the
materials licensed by WDLC and its Participating Libraries under this Agreement.
3. Termination for Nonpayment:
Should the Participating Library fail to pay the amount invoiced by WSL, or fail to expend
the annual agreed-upon amount for new titles, WSL, on behalf of WDLC, may terminate
Participating Library's participation in VVDLCbygiving Participating Library 6Udays notice
in writing. VVDLCmay take appropriate action including litigation tocollect any funds
owed by Participating Library under this Agreement, whether ornot Participating
Library's participation inVVQL[has ended.
wvVouCConsortium Agreement Page
IG-1 1/O51
If any Participating Library's participation is terminated due to failure topay its share of
costs underdhi
and hosting fees due under this Agreement will be divided among the remaining
members according to the criteria in effect at that time for the division of costs. Any
payment subsequently received from a terminated Participating Library will be divided
among the remaining member libraries in the same proportions the terminated library's
fees were paid by the remaining member libraries,
D. Disposition of Licenses:
In the event that the Participating Library elects to withdraw from the WDLC or this
agreement isterminated, all materials licensed by Participating Library will remain in the
database for use by the rest of the members, and patrons of the Participating Library will
lose access tothem. Costs paid are nonrefundable,
E. Notices:
Any notice required or permitted under this Agreement(e.g dissolution,termination or
withdrawal)shall be in writing and may be served personally orbycertified mail,addressed
tothe parties aLthe address each party specifies. Each party will notify the other promptly
cfany change inaddress.
F. GmxenningLavv/
This Agreement shall be construed and interpreted in accordance with the laws of the state
ofWashington,and the venue ofany action brought hereunder shall beinthe SopehorCourt
for Thurston County.
Having made these understandings between them,the parties have executed this Agreement as of the
date(s)of theipechve representati 'signatures, 10 . &t
Participating Library Representative: Z244
Signed: eAi�
Office ofthe Secretary nfState
Washington State Library Division:
Bigned I me: Financial Services manager Date:
Eleanor Dovey � �----
NWoLC Consortium Agreement Page 4
OBOSNo |G-11051-1
STATE OFWASHINGTON,
OFFICE OFTHE SECRETARY C)F STATE,
WASHINGTON STATE LIBRARY DIVISION,
AMENDMENT NO. 1
TO
CONSORTIUM AGREEMENT NO, |G4105
Agreement No. |G-11/O51 by and between the Office of the Secretary of State,Washington
State Library Division, hereinafter referred to as "WSL", and Port Townsend Public Library
hereinafter referred to aethe"Participating Library", is amended as follows:
Section 3. Content, C. ishereby deleted and replaced with the following:
C. Participating libraries are encouraged to license additional titles with funds beyond those
agreed to in the Terms of Participation, Member libraries may use the OverDrive Advantage
Plan to license titles for the exclusive use of their patrons, with the following stipulations:
1� Such license purchases must be in addition to, above and beyond that library's
"Minimum contribution to collections" as defined in the Terms VfParticipation for the year
inwhich the Advantage Plan purchases are made.
2. The library must match any Advantage Plan license purchases with an equal amount
spent on titles for the general collection, all such purchases to also be in addition to,
above and beyond that library's "Minimum contribution to collections"as defined in the
Terms ofParticipation for the year inquestion.
3� Any library which fails tocomply with the above terms, may, at the discretion ofthe
WDLC Executive Advisory Committee, be invoiced the balance due for the general
collection during invoicing for the following year's consortial expenses (said invoicing
typically occurs in December) andfor the balance due may be deducted from any LSTA
subsidy which would otherwise have been provided for the following year.
All other terms and conditions ofthis Agreement remain infull force and effect.
|NWITNESS WHEREOF, the parties have executed this Amendment.
PMOR 'rQWNSE PUBLIC. LI RARY OFFICE OF THE SECRETARY OF STATE
TT,
,Ij �63
Authorized Signatory Date Eleanor Dovey Date
Cris Wilson Financial Services Ma4er
Adult Services Librarian
APPROVED AST{} FORM:
Attorney General's Office
OSOS No.IG-111051-2
STATE OF WASHINGTON,
OFFICE OF THE SECRETARY OF STATE,
WASHINGTON STATE LIBRARY DIVISION,
AMENDMENT NO. 2
TO
INTERGOVERNMENTAL AGREEMENT NO. IG-111051
Agreement No. IG-11/051 by and between the Office of the Secretary of State,Washington
State Library Division, hereinafter referred to as"WSL", and Port Townsend Public Library
hereinafter referred to as the"Participating Library", is amended as follows:
Section 3. Content, C. is hereby deleted and replaced with the following:
C. Participating libraries are encouraged to license additional titles with funds beyond those
agreed to in the Terms of Participation. Member libraries may use the OverDrive Advantage
Plan to license titles for the exclusive use of their patrons
All other terms and conditions of this Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment.
PORT TOWNSEND PUBLIC LIBRARY OFFICE OF THE SECRETARY OF STATE
Authorized Signatory atereg Lanj Date
Print Name: ® ����j/ '" Deputy Secretary of State
Title: 2 L
APPROVED AS TO FORM:
Attorney General's Office