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HomeMy WebLinkAboutWashington State Library - Consortium Agreement for License of Downloadable Media IG-6327 BY [Kc 192018 OS0&No. [8-6327 SLCRETARV OF SRTE"­FISCAL Consortium,Agreement for the License of Downloadable Media This is an agreement between the Washington State Library, a division of the Office of the Secretary of State (hereinafter referred to as"VVSL or its representative') and Port Townsend Public Library (hereinafter referred to as"Participating Library'1 to join in a group license of Overdrive, Inc. application services and downloadable digital media. The group license will providedowmimadabie digital media to library patrons ofParticipating Libraries through a shared website, thus reducing costs and increasing the variety of materials available bo library users,The Participating Libraries as a group will be known as the Washington Digital Library Consortium (formerly known as the Northwest Washington Digital Library Consortium), hereinafter referred to ao~VVDLC". The purpose ofthis Agreement is10establish the obligations and commitments ofthe parties participating in the VVDLC. In addition tothis agreement, each Participating Library will sign a Library Participation Form agreement with Overdrive, Inc (hereinafter referred tmas"Dvenjdve"). Overdrive will provide a single cus1omizab|cwebsite ('application eervioes°) that provides patron access to digital media, such as downloadable audio books, that can be accessed by the patrons ofall Participating Libraries, The name ofthis digital library website will bethe"Washington Anytime Library, located online at ht1ps://an\time.nverdri*e.comm.~2ach Participating Library will contribute to the collection of digital media as described in this Agreement and the annual Terms of Participation. Digital media titles selected and licensed by each Participating Library for contribution to the shared collection will be available for use by patrons of all Participating Libraries. Application license and hosting fees for the Overdrive application services will be divided among the Participating Libraries based on population served 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 to the annual Terms of Participation and as voted in the annual WDLC Budget Ballot process, VV5Lvxi|| serve as the administering library for the group license. VVSLwi|| invoice each Participating Library annually for its share of the application license and hosting fees, the added copy fund, and the aclm]nistrative 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 b||| each library for its own orders, except as described be[mm. 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 Hbrary. An Executive Advisory Committee (EAQ consisting of representatives of six participating libraries and the XVSL Project Manager will manage the VxDLC,consulting with the Participating Libraries as needed. Each EAC member will serve a three year term. Imthe first year following the signing ofthis revised agreement, one new member will serve a oneyearberm, one new member will serve a two-year term, ,and one new member will serve athree-year term, The six members of the EAC should be as representative of the WDLC membership as is practical, both geographically and in terms oflibrary size, Ideally, three (3) members should represent ||bnmhes on each side ofthe state (east and west ofthe Cascade range), and one (1) ortwo (2) members each should represent8anger, medium, and smaller member libraries (in terms of population served). In practice, vacancies will be filled by the nominations received. In the case ofmultiple nominations for positions vacated at the end of a standard term, an eXection shall be conducted by the WSL manager as part of the annual budget and terms ufparticipation balloting. In the event of mid-year vacancies, the remaining nmmCConsortium Agreement Page 1 0SoS No. IG-6327 EAC members shall select from multiple nominations to best balance the representation as described above. Nominations must be approved by the nominee's library director, No more than one individual from any VWDLC member library's staff shall serve on the EAC at the same time. Section.1,,.,,WSL Roles VVSLshall� A. Provide Project Manager, who, working in close consultation with the EAC and the consortium's official UverDhwe Account Specialist, will manage the routine business ofthe VVDLC and the Washington Anytime Library asfollows: 1. Act as liaison between the Participating Libraries and OverDr|ve; 2. Communicate and/or negotiate with Overdrive to resolve problems that cannot be solved by Participating Library, including authentication and other technical issues; 3. Communicate with participants about matters of interest regarding the VVDLC, OverDrive, and implementation nfthis agreement; 4. Consult the EAC on matters requiring decisions beyond the routine, 5. Conduct elections orsurveysas requested by the EAC orasspecified in this agreement. 6. CaU for annual nominations to fi|| expiring positions on the EAC,- B. Serve as fiscal agent for the VWDLC; 1. The Project Manager shall prepare and present annual budget proposals tothe EAC, which shall select those tn besubmitted tothe Participating Libraries for adoption by ballot; 2. Invoice participants annually by December 15 or January 15, depending on individual library fiscal schedules; 3. Carry out the weekly centralized purchase of added copies to maintain the established holds natio(s) and maintain detailed records ofthese purchases; 4. Provide regular fiscal and usage reports to the EAC and to Participating L|brmhes, including budget projections asspecified byvoted decision ofthe membership; 5. Keep Participating Libraries informed astotheir collection purchase obligations, at the point of budget adoption, plus at least two progress reports (mid-yearand approaching end-of-year), Section 2. Executive Advisory Comm ittegl_Roles The Executive Advisory Committee shall: A. Develop and adopt an annual EAC work plan; B. Meet at least quarterly in formal online session, or in person, tmdiscuss and decide on issues of importance tmthe consortium; C. Make routine decisions, and advise the WSL Project manager on issues that arise from OverDrive or the Participating Libraries; decide which issues need to be voted by the membership at large; D. Propose annual budget options for the next year that include the platform fee, the minimum contribution for the purchase ofnew content for the shared collection, and for added copies to maintain the established holds ratio(s); the selected budget options will then be put tothe VVDLC membership for a vote; E. Annually review the Terms of Participation and propose changes ae needed to the Participating Libraries for a vote; F. Decide on surveys or elections on issues brought forward by members of the VVDbC not more than four times per year; G. Ensure that purchase suggestions made bysmaller libraries are purchased; H. Assist in recruiting representative nominees to 0|| EAC vacancies, Section 3. Participating Libra The Participating L|braryshaUL A' Pay, within 60 days from date of invoice, its proportional share of the budgeted costs, as described in this Agreement; vvoLCConsurVumAgreement Page O&0S No. IG-6327 13. Provide patron authentication which permits only local cardholders access tothe media aa required by Overdrive; C. Provide access bothe service through Participating Library's website; D. Purchase titles for the shared collection if required (some libraries are required to purchase; some are not; some have a choice, as specified in the annual Terms of Participation); E. Remain imcomp0ance, onanongoing basis, with rules and standards maintained by Overdrive and inthis agreement. Section 4. Conten A. The downloadable formats available hoall participating libraries through Overdrive vvNU be selected by a majority vote ofparticipating libraries. B. The initial a|Kucat|on for the purchase of new formats must be sufficient to serve all interested patrons and maintain a minimum hold ratio. One or more libraries may contribute&othe initial allocation or the group may vote tn require a proportiona� contribution from aH Participating Libraries. C. Participating libraries are encouraged to |iosmoe additional titles with funds beyond those agreed to in the Terms ofParficipaUom. Member libraries may use the 8verDriveAdvantage Plan to license titles for the exclusive use of their patrons. Libraries may also share their Advantage Plan titles with the other Participating Libraries via OverDrive's Advantage Plus program. Individual libraries wishing to share their Advantage Plan titles must set up individual Advantage Plus plans inthe QverDrimeMarketplace, D� If the added copy fund has money remaining at the end of the year, it may be spent for new titles, asselected by person orpersons authorized todosobythe Executive Advisory Committee, rolled over into the following year's budget, or used for the benefit of the WDLC as voted by the membership. E. If the added copy fund is insufficient to, maintain the current holds ratio, the holds ratio may be increased until the end of the year. Other changes to the holds ratio require a vote of the Participating Libraries, F. As stipulated in the Terms of Participation, some Participating Libraries shall pay the entire amount of their annuaJ costs into the Added Copy Fund, and some libraries may choose to pay their entire annual costs into the Added Copy Fund. These libraries may also make purchase suggestions tothe VVSLProject Manager, ororder titles directly from Overdrive with funds in excess of their minimum commitment, Section 5. Circulation Procedure A. The |oamperiod(s) andmaximumnumberofcheckoutsandho|dashaNbeepecMadhntheTernns of Participation, B. Any Participating Library may propose a change in loan period orother circulation procedures, and the da�sionshall bemade bym��mityvote; � C. Any changes to the annual Terms of Participation shall be adopted by a majority vote of the Participating Members. Section 6. Additional Libraries A. VVSL may permit other libraries to join WDL[ as additional Participating Libraries on the following conditions: 1. The library seeking to join (the"new hibrary°) serves a popu(at|on of less than 100,000; 2. Overdrive agrees to the new library's inclusion in VVDLC; 3. 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 be paid byVVSLusing federal L5TAfunds; 4. Thenew |ibrarys|gnsdhisAgreement (or, ifthisAgreememtisamendedurrewritten, 1he Agreement then in force between the Participating Libraries) and agrees to pay its share of VVDLCcosts as specified in the Agreement and the Terms ofParticipation. VvDuCConsortium Agreement page] 08O8No. lG-6327 Section 7. General Provisions Execution of this Agreement is the last date of the authorized signatories. Upon-execution this Agreement replaces the current WDLC Agreement of the parties. Regardless of the date of execution the initial berm of said Agreement so enacted begins January 1, 2019, and ends December 31, 2019, followed with subsequent terms of one calendar year each, beginning January I and ending December 31 of each year, This Agreement will renew automatically each year unless the parties change its terms by majority vote ofthe membecshlp, or unless Participating Library withdraws from this Agreement as specified in Paragraph B., below in which case that library's Agreement will not be renewed. B. Withdrawal: A Participating Library may withdraw from this Agreement by giving written notice of its intent to withdraw toVVSL, asagent for the VVDLC, atleast AOdays before the end ofany annual term of the Agreement. If proper notice is given, the withdrawal wHl be effective at the end of the annual term. C. Termination: l. Continuing participation imVVDLCunder this Agreement isconditioned onParticipating Library's compliance with this Agreement, with the requirements of Overdrive, and with applicable Umw. Failure tocomply with these requirements will subject member to termination upon majority vote of the remaining members. Z. Termination of Interest A Participating Library whose participation in WDLC terminates for any reason (including its voluntary vvidndnavvaU from this Agreement; its termination for noncompliance or nonpayment, as described in this Agreement; or the dissolution of the VVDL,Cgrnop) will have no ownership interest, license, right ofaccess or other right or interest in the materials licensed byVVDLCand 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 VVDL[, may terminate Participating Library's participation in VVDLC by giving Participating Library 60 days' notice in writing. VVObC may take appropriate action including litigation to collect any funds owed by Participating Library under this Agreement, whether or not Participating Library's participation inWQUChas ended, If any Participating Library's participation is terminated due to failure to pay its share mfcosts under this Agreement, that Participating Library's share of the application license and hosting fees due under this Agreement will be divided among the rema�ning members according to the criteria in effect atthat 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 Ubnahms. D. Disposition of Licenses: In the event that the Participating Library elects to withdraw from the VVDUC mthis agreement is terminated, all materials licensed by Participating Library will remain in the database for use by the rest ofthe mombem� and patrons ofthe Aa�|dpatingLibrary vv||| lose access 10them. 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 or by certified mail, addressed to the parties at the address each party specifies. Each party will notify the other promptly ofany change |naddress, WDLC Consortium Agreement Page OSV8No. |O�327 F. Governing Law: This Agreement shaB be governed, construed and interpreted by, through and under the Laws of the State of Washington, This Agreement is executed by the persons signing below who warrant that they have the authority to execute thioAgreement, PORT TOWNSENDPUBLIC LIBRARY OFFICE OFTHE SECRETARY {]F STATE Authorized Signatory Date CiTWA Date 6AVIk State L��rian Title: