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IGA; City of Longmont; cost share regarding the OneDrive platform; Exp 12/31/2020 Contract Tracking > Thank Your Page 1 of 1 OFFICE OF THE CITY ATTORNEY JUN 0 5 2018 STANDARD TO: Contract Routing Cover Sheet Please print and attach to your document You can view the status of your Contract using the Contract Tracking Status Pace. Routing Number 201806054319 Originating Dept Library Contact Person Kathleen lanosko Phone Number 303-441-3160 Project Manager/ Contract Kathleen]arl E-mail janoskok@boulderiibrary.org Administrator Counter Parties City Of Longmont Contract Title/Type Ovel-Drive Cost sharing agreement Number Description Agreement to share the hosting costs related to the OverDrive platform Special Instructions Thank you Amount 5112082 Expense Type INCOMING J • Dept. Head Signature NOTE; Originating Department: Identify with a check mark all areas document needs to be routed. • Purchasing • Budget • Sales Tax_ vr• CAO °r (P- S•lS k, City Manager !� - Jr Central Records v i .,J Contract Trackinq Home I Signature Routinq Form Track Contract Status I Update Contract Status T GJ https://work.bouldereolorado.gov/ContractTracking/servlet/Controller 6/5/2018 2018 COST SHARE AGREEMENT CITY OF BOULDER AND THE CITY OF LONGMONT OVERDRIVE, INC. DOWNLOADABLE DIGITAL MEDIA This Agreement is entered into between the City of Boulder, a home rule city, and the City of Longmont, a Colorado municipal corporation ("Participating Library")concerning the use of the OverDrive, Inc. Downloadable Digital Media, effective as of January 1, 2018. I. Recitals: A. The City of Boulder Public Library ("BPL") on behalf of the Front Range Downloadable Digital Library Consortium, and Digital Library Reserve, Inc., the OverDrive, Inc., authorized provider of digital book technology and services to libraries, entered into a Digital Library Reserve Application Services Agreement dated October 18, 2005("DLR Agreement"). B. Pursuant to the DLR Agreement, BPL is the Lead Library for the Front Range Downloadable Library Consortium ("Consortium"). C. The Consortium, consisting of BPL as Lead Library, and Lafayette, Longmont, Louisville, Loveland, Mamie Doud Eisenhower, and Westminster Public Libraries as "Participating Libraries,"will participate in a cost sharing agreement for OverDrive, Inc., downloadable digital media. BPL will negotiate and execute separate cost sharing agreements with each of the Participating Libraries in the Consortium. D. This Agreement sets forth terms to allow the Participating Library to use the BPL collection of OverDrive, Inc.'s downloadable digital media, make this downloadable digital media available for use by the Participating Library cardholders, and to set forth a cost sharing agreement for the use of the OverDrlve collection by Participating Library cardholders. II. Agreement Period: This contract shall be for a term of three years, beginning on January 1, 2018 and ending on December 31, 2020. III, Use of OverDrIve, Inc. A. The Logo ("branding'), appearing in the top left corner of the OverDrive/Boulder Public Library webpage,will reflect a shared service agreed by regional libraries that join the Consortium in 2018. BPL agrees to develop OverDrive links to Participating Library, in the top right-hand quadrant of this page, and identify Participating Library as a partner library. B. BPL will not provide training, troubleshooting, or advertising to Participating Library staff or patrons; Participating Library will be responsible for working with OverDrive for such matters. C. Participating Library will be responsible for working with OverDrive and Participating Library's Integrated Library System vendor to implement authentication for their cardholders. D. BPL will be the owner of the shared downloadable digital media collection. IV. Collection Development A. "Collection Development" shall mean the on-going selection and purchase of digital content by library staff of the Participating Library, to meet patron needs. B. Participating Library has pledged a minimum purchase of: $15,449 for all formats for 2018. C. Participating Library will select the OverDrive downloadable content Participating Library pays for. D. Participating Library will be billed directly by OverDrive, E. BPL and Participating Library staff will meet annually to discuss and agree to a minimum purchase pledge for content for 2019 and 2020. V. Fee Sharing A. Participating Library agrees to pay BPL $2,082, as Participating Library's portion of the Annual Licensing and Hosting Fees for 2018. This fee will be billed in January of each year. The fee sharing formula for 2018 is set forth in the attached Appendix A. B. BPL and Participating Library staff will meet annually to discuss and agree to formula and fee adjustments for 2019 and 2020. Formula and fee adjustments will take into consideration cost impacts should one of the Participating Libraries terminate its contract with BPL for similar services. Actual use of the OverDrive collection by Participating Library cardholders may be a component of future year's cost sharing formula. BPL will provide Participating Library with a revised Appendix A for 2019 and 2020 within one month of the publication of the most current Colorado Public Library Statistics report by the Library Research Service (CO LRS) and after the annual final agreement for the minimum purchase pledge. VI. General Terms and Conditions A. The Participating Library's financial obligations under this Agreement in future fiscal years are subject to annual appropriation in accordance with Colorado law. The parties' financial obligations hereunder are subject to annual budgeting and appropriation at the discretion of the parties' respective governing bodies, and this Agreement does not create any multi-fiscal year obligation of either party. B. This Agreement may be terminated by either Party for convenience at any time upon thirty (30) days written notice. If this Agreement is terminated for convenience by Participating Library, Participating Library shall be obligated to pay its prorated share of its Licensing and Hosting fees through the date access to the OverDrive downloadable digital media is terminated. In the event the cost sharing agreement between BPL and one or more other of the Participating Libraries in the Consortium other than Participating Library is terminated, the Participating Library will share with the remaining Participating Libraries in the terminating library's share of that portion of the Annual Licensing and Hosting Fees for the remainder of the year of termination, using the same formula identified in Section V., above. C. Each party agrees to be responsible for its own acts and/or omissions in the performance of this Agreement. This is not intended to be a waiver of the provisions of the Colorado Governmental Immunity Act. D. This Agreement is subject to the terms and conditions of the DLR Agreement, attached as Appendix B. Additionally, BPL shall provide Participating Library with a copy of any amendment to the Reserve Agreement promptly upon BPL's approval of the amendment. Page 2 IN WITNESS WHEREOF, the parties hereto have signed this Contract effective as of the January 1, 2018. CITY of LONGMONT By: LON Title: ATTEST: City Clerk t:� � QLOR '< APPROVED AS TO FORM AND SUBSTANCE: Originating De rtment APPROVED AS TO FORM:. r— r7 It t'f 40 Deputy Ci t ney' Proofread CITY OF BOULDER City Manager ATTEST: City Jerk APPROVED AS TO FORM: CityA�Office o-S.q Page 3 Appendix A 2018 Overdrive Downloadable Hosting.Cad Share Calculations Annual Costs BPL •en-r,- d Lafavatto I Loe ont Loufsvllls LovNand "" silnitu�tet'Toial 2017 $83,746 Total C'Irculatiod' 1,473,520 674,701 270.765 967,026 550.0171,037,699 791944 5,785,672 Ine 10.00°ti 9`ofTotal Dirculafion 25558 11709% 0.70% 1677°h 954% 18A0°!e 1374/° 10. 00°/a Total Re istered Users' 190.607 48,108 22,360 85686 29,560 49,432 1]8,039 493,789 %ot Total Registered Users 2848% 974% 4539 1735°h 599°h 10A1°/a 23,90°(eL 100.00% CdOection Pledge''$ $23,537 $10,778 $4,330 s15.4491 $8,788 Sir).5821 $12,657 . $92,121 Annual licensing Fee" 1 $3,4181 $1,169 $543 1 $2.082 $718 $1,201 $2,869 $12,000 Grand Tutal $4873 51.7531- = VO, fiM 1 $17,783 I.TOW CY°elabun,LSF 6 NwHtaeWeM SaW neves dafafrvm Lb lR5 survey,2016 2.Ois0 wm .l 0 en%of WW ragkle,¢C borYwvcrs J.Papble t.Uft 4.Payeblegv drt byli wldu libranea Page 4 Appendix B --- Digital Library Reserve Application Services Agreement 1. INTRODUCTION This Agreement is made and entered into this J,9—day of J0(ATL)A E� 2005 by and between Digital Library Reserve, Inc.,(hereinafter referred to as"DLR"),a Delaware corporation,Valley Tech Center,Suite C, 8555 Sweet Valley Drive,Cleveland,OH 44125 USA and the following company,person,or entity(hereinafter referred to as "Consortium"): FRIAiv A4"c.e 2nouw wnnit�scs n ConsortiumName:'CitvofBouldertor other agreed:uponname) Lead Library Name: Boulder Public Library Lead Library's Primary Contact: Melinda Mattingly i 'Address: 1000•Cartyon'Blvd.. ', 'City: Boulder _., State: Colorado _ Zip: 80302 . Country: USA Phone: . (303)441-4140 . Fax: (303)442-1801 Email Address: matting;lyiitkboY lder,lib.co.us Attached and incorporated in this Agreement are the following Schedules: Schedule"A-1'–Digital Library Reserve Application Services and Fee Schedule Schedule"A-2"–DLR Application Services and Fee Schedule,continued Schedule"B"– Consortium Website Guidelines Schedule"C"– Library Participation Form WHEREAS, DLR is the OverDrive, Inc. authorized provider of digital book technology and services to libraries including those related to the management and copyright protection of content in eBook, audio book,and media in digital formats;and, WHEREAS Consortium, acting on behalf of its members, is seeking to provide such services to Participating Libraries;and, WHEREAS Participating Library seeks to license the use of and deploy software products, technology and services including those licensed to DLR by OverDrive,Inc.,Microsoft®Corporation,Adobe®Systems Inc.or other vendors of Digital Rights Management(DRM)technologies. THEREFORE,the parties agree as follows: 2. DEFINITIONS As used in this Agreement,the following definitions shall apply: 2.1 "Agreement"shall mean this Agreement between DLR and Library and all Schedules and attachments: 2.2 "Application Services" or "Application(s)" shall mean the Digital Library Reserve, OverDrive, Microsoft® Corporation, Adobe Systems Incorporated, Adobe Benelux, B.V. and any other third party products or services identified in Schedule A attached to the Agreement. Dit ital Library Reserve Application Services Agreement i Copyright DLR,Inc.,2005 23 "Application Services Fees" shall be the amounts payable by Library to DLR in accordance with the terms of this Agreement. A schedule of the Application Services Fees is attached to this Agreement as Schedule A. 2.4 "Consortium"shall mean the Rocky Mountain Digital Consortium as identified in the Introduction to this Agreement. 2.5 "Consortium Website" shall mean the Internet-based Digital Product application operated by the Consortium that provides Patrons access to Digital Products operated in association with the Digital Library Reserve and as a component of the Consortium's website address(URL)designated by Consortium. 2.6 "Content"or"Digital Products"shall consist of digital files and titles available for loan to Patrons at the Consortium Website distributed using the Application Services. 2.7 "Digital Library Reserve" shall mean the integrated digital book collection and lending services utilizing OverDrive, DLR, Mlorosot Adobe or other third party software applications and services that relate td the Consortium Website operated by the Library for managing the Digital Products. 2.8 "Digital Library Reserve Guidelines" shall mean the terms and conditions of utilizing the Digital Rights Management Application Services. 2.9 "DLR" shall mean:DLR,Inc.,a Delaware Corporation. 2.10 'Mffective Date"shall mean the date upon which both parties have signed the Agreement. 2.11 "Library" or"Participating Llbrary(ies)"shall mean Lead Library and those institutions listed on Schedule C that participate in use of the Application Services and agree to abide by the terms and conditions of this Agreement 2.12 !'Patron(s)" shall eie'nn those,persons that Participating Library authorizes to access, use, and connect to the Consortium W e6site via the'3nterhet,and download products from or otherwise utilize the Application Services and/or acccss.Digital Woducts from;thdPa'rticipating Library using the Application Services. 2.13 "Primary Support" shall mean services provided by Participating Library to its Patrons for its day-to-day support,technical aid,help and other assistance for Patron's use of the Participating Consortium Website, Applications or for any issues arising from the use of its Participating Consortium Website. 2.14 "Secondary Support" shall mean technical support services to be provided by DLR to the Consortium and Participating Libraries including reasonable efforts to assist Participating Libraries in providing Primary Support, reasonable efforts to correct, fix, or circumvent errors, and in the discretion of ALR, provide updates, enhancements, and new versions of the Application Services. 3. DIGITAL LIBRARY RESERVE APPLICATION SERVICES 3.1 DLR shall provide the Digital Library Reserve application services to the Participating Libraries under the terms and conditions of this Agreement and the associated license agreements from its Digital Rights Management (DW technology or Digital Product and Content suppliers. This right is non-transferable and applies solely to the server-based operation, management and use of the Digital Library Reserve applications in unaltered, object code form. Nothing under the terms and conditions of this Agreement, including any of the Attachments and Schedules, grant any right to the Consortium or Participating Libraries to the use of,or access to,any Application Services source code. This grant does not include any right to reproduce the Application.SerPices,to distribpte;copies or versions of any modules of the Application Services to any third parties including its Patrons,onto snake and/or sell variations or derivative works of the Application Services. Library shall be permitted to customize%portions of:the Application Services specifically the patron-facing User interface on its website or otherwise.to:dustom integrate the Application Services into its operational offerings. Sole ownership of copyrights and other intellectual and proprietary rights to the Application Services shall remain solely with DLR or its suppliers. Digital Library Reserve Application Services Agreement 2 Copyright DLR Inc.,2005 1 3.2 Consggium assumes respoas bili mtti;'for'providing a surtable'hetwoik and Internet;sysicm for: integration of Application Services into Cansoum's`:or Participating Library's website or othersystems: Al(parties acknowledge that arty expenditures or commrtinentsiare trade at the risk of the party making such cxp'i nditures;ar commitments. Participating Libraryagrees'that it shall be responsible for its own expenses and costs underthis Agreement and that DLR shall have 80 obligation to reiinburse Participating Library for any expenses or costs incurred by Library in the preparation,systems integration,use of the Application Services,or for any performance of Library's duties hereunder. 3.3 DLR will create and implement a customizable Consortium Website for the Consortium and Participating Library's use of the Application Services as detailed In Schedule A-.1 that will include„search (unction (by title category, author, keyword), multiple categories'with multiple hsting.nppon, aaditing and: i'epoRing_functions and access to a protected web portal to manage`the'1ibrary's catalog of Digital Product and :Content files: DLR will incorporate the '.Consortium name, logos and trademaz&s in' 8ccordancewith design gmdeltnes and siiggesttons,8s provided by'Consorthim.. Participating Library iggos tray be include. lit a designated Igcation of the Consortiub t Website toXeflect;the'refetring Consortium Website. 3.4 DLR is responsible for tnte'gr'atuig the;Consoriiuni'.'s look and Uel:(Consortium name, logos, colors, and website links into the Cons6rtwm Website andlIrr. tnenting the coI66dit development and lending functionality. DLR:will implement an,inventory inana�,,ement system to permit Part icipatingLibraries to browse,select and purchase rights toDigital Prodgcts in,supported:formats aiid as permitted by DI Rg.:publishers and suppliers.DLR will create rho,approp{ince download rinks fioi the Consortium's Website for the secure delivery of Content to authorized Participating Library Patrons. 4. FEES AND PAYMENT 4.1 Schedules"A-1"and"A-2"shall serve as a written purchase order itemizing the modules of the AppIicAlon, Services it seeks to have DLR configure and operate under this.Agreement, -tarticipating LIM"' shall make:payman# of applicable fees and or deposits of the`Setup and':GonfgutatiriaFee 47As$:d„on the terms and cotiJltions of Schedules "A•1"and"A-2". Participating Library shalimC+ke,:paymenfafoDLRiAI1i5;::funds. 4.2 Participating Library shall be entitled to purchase rights to Digital Products for oorlhrbution,to the shared Consortium collection from DLR under the terms and conditions associated with"the DigitalProducts as required by DLR and its'pubii hers and supplie s.; Participating Library will be entitled to all discounts-c.itIvolume,purchases and tio other promons as offered-byDL)Z from time to time. Unless otherwise agreed to Participating Library shall pay DLR.for Digital C ontantpumhased.,Within 30 days of presentation of invoice by DLR. 4J,, Theobh" a Ment ahon4:'stat'eil to tliis ;$ect<on a p x g re seclusive tot' any federal, atafe; munieipal o"r ether' goV.enimental,taxes,sales taxes, dutres;q'dxcise taxes or tart s now or'itereafter imposed op the production, storage; sale,transportation;import,export,itceasmg or use;afthe,Apphcatioti Scryici!s or for opera8on;;orsales act(vity of dte: Consortium Webs(te. Such charges,shall be paid Uy:Library'oc,m lieu o�';paymen.of'anytax,.I ibrary shall:provide,an exemption certificate acceptable to DL$And the'applicable authority;, S. COPYRIGHT PROTECTION,PATRON AUTHENTICATION AND DATA SECURITY During the Agreement Term and any renewal periods,LibrAry will reasonably cooperate wtthiDLiZ to achieve DLR's' and its Publishers' and suppliers' objectives of pebtechng certain tufelleatual property interests relating to '. It supplied Digital Products and:Cor tet3t. The Consoitwm'sha11'estabhsh poheics acid procedures'a' abide by the Dtgttal. Library Reserve Guidelines,;as described in the attached ;Schedule, "fi", Consortium shall keep tappropr6,ie documentation and systems lutdratation and provide DLR Access to systems}o Validate total'vWmber:o`f downhieds:of' Digit'a1I'roductaand Content. Consortium shall provtdeDLR aoe'css to atastTatron account for purposes of validating the'systems', performance relating to th@ Application Services. Coum will reasonably cooperate with DLR to corrector adjust systems;as may be required to compensate for any erronsortirs or omissions disclosed by such test Any such test will be conducted by DLR at its own expense and during regular business hours and in such a manner as not Digital Library Reserve Application Services Agreement 3 Copyright DLR,Inc.,2005 to interfere with Library's normal activities. Nothing in this Section shall entitle DLR to any patron data or information relating to the identity of patrons accessing any components of the Application Services. 6. RESPONSIBILITIES OF CONSORTIUM AND PARTICIPATING LIBRARIES 6.1 Consortium will assign personnel with appropriate skills and expertise in computer,data processing, and related services to enable operation of the Application Services and the Consortium Website and to provide Primary Support. Consortium will use reasonable efforts to operate its Digital Library Reserve and Consortium Website in compliance with the terms of this Agreement and all Schedules. 6.2 With the exception of the Application Services configured and hosted by DLR, Consortium is solely responsible for all aspects of catalog integration, operation, training, support and/or maintenance necessary for the operation of the Consortium Website. This may include requiring a Participating Library to obtain at its own expense a SIP, SIP2 or other similar protocol software license from a third party vendor to support direct integration of the Application Services with their Integrated Library System (ILS) as well as the cost for customized MARC records it may obtain from a third party supplier such as OCLC. Participating Library shall keep its Digital Library Reserve Account information current and alert DLR of any changes in its operation of its Consortium Website including but not limited to changes of personnel. Participating Library will use reasonable efforts to ensure,that information or data relevant to the operation of the Consortium Website will be treated as required by applicable law and reasonable and customary commercial practices. 6.3 Participating Library agrees to perform Primary Support for Patron's using its Consortium Website. Library will perform requested installation,upgrade, and reasonable technical services for Primary Support of the Application Services pursuant to installation and support procedures and policies as developed by DLR and as modified from time- to-time.DLR will provide Library with documentation regarding Primary Support and DLR support personnel will be available for Secondary Support by e-mail and phone. 6.4 Library represents and agrees that it will not make any representations or create any warranties, expressed or implied, concerning the DLR Application Services products, Library will take reasonable steps to insure that its employees, agents, and others under its direction, abide by the terms and conditions of this provision and this Agreement. Library shall at its own expense comply with all applicable laws, ordinances, rules and regulations that may be required in any jurisdiction or administrative agency in connection with the use and/or operations of the Application Services. 7. DLR'S OBLIGATIONS DLR will create a Consortium Website that will be in compliance with the requirements listed in the attachments. As part of the Application Services DLR will either implement the required services directly or oversee the necessary procedures to assure compliance with the Digital library Reserve guidelines.DLR will use reasonable efforts to make the Application Services perform substantially in accordance with the product description,as it may exist from time to time, However, Library acknowledges that inevitably some errors may exist in the Application Services, and the presence of such errors shall not be a breach of this provision.DLR's sole obligation with regard to such errors shall be to use commercially reasonable efforts to correct such errors and provide Secondary Support as stated in this Agreement. Such services will be provided by phone, modem or at DLR's offices. Such services will be provided at such times as are mutually agreed upon by the parties. S. DLR'S OPTION TO MODIFY OR DISCONTINUE APPLICATION SERVICES DLA has the right,at any time, to make such modifications to the Application Services as it sees fit to the operation, performance, or functionality of the Application Services or as required by DLR's suppliers.If such a modification of the Application Services or of support, maintenance or the provision of new versions, updates, or corrections materially impairs the value of this Agreement to Library, Library shall have the option to terminate this Agreement and receive a pro-rata refund of any Application Service Fees paid; such option to terminate shall expire after sixty (60)days from the date notice of termination is given. Digital Library Reserve Application Services Agreement 4 Copyright DLR,Inc.,2005 9. WARRANTY 9.1 DLR represents and warrants to Consortium that is has the necessary rights to enter into this Agreement and that it has the necessary ownership and intellectual property rights and licenses to the Application Services to grant the licenses herein. DLR warrants that the Application Services will operate as intended if properly used by Participating Library and Patron. If any errors are discovered, Participating Library shall promptly notify DLR in writing as to the description Df the problem,whereupon DLR shall use reasonable efforts to correct such problems within a reasonable time thereafter. Corrections will be provided to Consortium with instructions for implementation. The remedies set forth in this Agreement shall be Consortium's sole remedies for breach of this Agreement. 9.2 THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE RIGHTS AND REMEDIES GRANTED TO LIBRARY AND ITS PATRONS UNDER THIS PARAGRAPH CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY OF LIBRARY AND LIBRARY'S PATRONS AGAINST DLR FOR BREACH OF WARRANTY, EXPRESS OR IMPLIED, OR FOR ANY ERRORS OR DEFECTS IN THE APPLICATION SERVICES. IN NO EVENT SHALL DLR OR ITS SUPPLIERS BE LIABLE TO LIBRARY OR LIBRARY'S PATRONS FOR ANY DAMAGES ARISING FROM OR RELATED TO FAILURE OR INTERRUPTION OF THE APPLICATION SERVICES, OR FOR INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFIT OR OPPORTUNITY, LOSS OF USE OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE LICENSE, TRANSFER OR USE OF THE APPLICATION SERVICES. IN NO EVENT SHALL DLR'S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT RECEIVED BY DLR UNDER THIS AGREEMENT. 10. INDEMNIFICATION 10.1 DLR agrees to indemnify Consortium against liability and expense,including reasonable attorney fees,arising from any breach of DLR's warranty that it has the required rights to the Application Services and that the Application Services does not infringe any ownership or intellectual property right of a third party, provided that DLR: (1) is notified immediately after Consortium receives notice of such claim(11)is solely in charge of the defense of and any settlement negotiations with respect to such claim;(iii)received Consortium's cooperation in the defense or settlement of such claim; (iv) has the right, upon either the occurrence of or the likelihood (in the opinion of ALR) of the occurrence of a finding of infringement, either to procure for Consortium the right to continue use of the Application Services, or to replace the relevant portions of the Application Services with other equivalent,non-infringing portions. If DLR is unable to accomplish either of the options set forth in(iv)above,at DLWs option DLR shall either remove the portion of the Application Services in issue and refund to Library the value of such portion, or remove the entire Application Services and refund to Library the entire amount paid pro-rata under this Agreement as it relates to the incident that gave rise to the claim. 10.2 DLR shall have no obligation to Consortium to defend or satisfy any claims made against Consortium that arise from use,marketing,licensing,or disposition of the Application Software by Consortium other than as permitted by this Agreement. DLR shall not be responsible to indemnify Consortium for claims arising from the use or license of third party software including DRM where DLR is not afforded such corresponding indemnificatioa from said third partyvendor. In the event a claim arises from use of non-DLR technology,where the vendor of such product or technology does not indemnify DLR,then DLR is not liable to extend indemnification under this section to Consortium for any such claims. 11. TERM AND TERMINATION 11.1 This Agreement shall take effect on the Effective Date and, unless terminated sooner in accordance with the relevant provisions of this Agreement, shall have an Initial term of one(1)year. The Agreement shall automatically renew for successive terms of one(1)year unless either party gives written notice sixty(60)days before the expiration of the then current term, of intent not to renew. The Application License and Hosting Fee for each renewed term shall be as agreed upon by the parties In writing, Digital Library Reserve Application Services Agreement 5 Copyright DLR Inc.,2005 11.2 The City may terminate this Agreement upon 30 days written notice to DLR. The City shall pay to DLR any fees or expenses due under this contract up to the date of termination. 11.3 In the event of a filing by or against either party of a petition for relief under the United States Bankruptcy Code or any similar petition under the insolvency laws of any jurisdiction, where such filing is not dismissed within thirty(30)days after the date of the filing,or should Consortium discontinue the operations relevant to this Agreement, then the other parry may immediately terminate this Agreement upon written notice. 11.4 In addition to provisions authorizing termination hereunder, either party shall have the right to terminate this Agreement as a result of a material breach of the Agreement by the other party that is not cured within thirty(30)days after written notice of such breach. 1I.5 Upon termination of this Agreement, and except as otherwise provided in this Agreement, the license granted to Participating Library by this Agreement shall be terminated immediately, Participating Library shall make no further use of all or any part of the Application Services or any confidential information received from DLR, except that DLR shall reasonably cooperate with Participating Library to support its Patrons who have accessed Content or existing users of Application Services. 12. GENERAL PROVISIONS 12.1 Independent Contractor. DLR and Library are independent contractors under this Agreement and nothing in this Agreement authorizes either party to act as a legal representative or agent of the other for any purpose. It is expressly understood that this Agreement does not establish a franchise"relationship, partnership, principal-agent relationship,or joint venture. Neither party shall have the power to bind the other with respect to any obligation to any third party.Each party is solely responsible for its employees, including terms of employment,wages, hours, required insurance,and daily direction and control 12.2 Confidential Information, Both DLR and Consortium aelmowledges that each will receive confidential information from the other relating to technical, Application Services and operational affairs of the other. Each party agrees that all confidential information of the other party shall be held in confidence and shall not be disclosed, not withstanding any laws and regulations permitting public access to documents and information that are considered public. 12.3 No Waiver.The failure of either party to exercise any right or the waiver by either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other term of the Agreement. 12.4 Notice. All notices, requests, demands or other communications required to be given pursuant to the Agreement shall be in writing and shall be deemed to have been given,if sent by U.S. mail, registered or certified mail, return receipt requested, postage prepaid, addressed to the parties at their place of business or to such other addresses as the parties direct in writing. Notice to DLR shall be addressed to DLR at the address provided in the Introduction, Attention: President or to such person or to such address as DLR may designate. Notice to Library shall be addressed to the address for Library in the Introduction to this Agreement, Attention to the individual signing on behalf of Participating Libraryor to such person or to such address as Participating may designate. 12.5 Force Majeure.Neither party shall be deemed in fault of this Agreement to the extent that performance of their obligations or attempts to cure any breach are.delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, shortages of materials or supplies, or any other causes beyond the control of such party provided that such party gives the other written notice thereof properly and, in any event, within fifteen(15)days of discovery thereof and uses its best efforts to cure the delay. In the event of such Force Majeure, the time of performance or cure shall be extended for a period equal to the duration of the Force Majeure but in no event shall exceed three(3)months. Digital Library Reserve Application Services Agreement 6 Copyright DLR,Inc.,2005 v 12.6 Assignment. DLR may assign this Agreement. This Agreement may not be assigned by Consortium,nor any duty hereunder be delegated by Consortium without the prior written consent of DLR. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective heirs, legal representatives,successors and permitted assigns. 12.7 Limitations of Liability. In the event of failure of either party to ibifill any of its obligations hereunder,the initial remedy of the other party under this Agreement shall be to request performance of such obligation. If such performance is not rendered, the other party may terminate the Agreement and,where appropriate,bring an action for any moneys due and payable hereunder for services rendered. However, either party shall be entitled to enforce its rights regarding patents, copyrights, trademarks, or trade names, by any appropriate action, including actions for damages and equitable relief. 12.8 Injunctive Relief. The parties to this Agreement recognize that a remedy at law for a breach of the provisions of this Agreement relating to trademark, copyright, and other intellectual property rights, will not be adequate for DLWs protection, and accordingly DLR shall have the right to obtain, in addition to any other relief and remedies available to it,injunctive relief to enforce the provisions of this Agreement, 12.9 Severability, In the event that a court of competent jurisdiction determines that any portion of the Agreement is unenforceable, void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect as though such invalid provisions were deleted. 12.10 Governing Law.This Agreement shall be governed and interpreted in accordance with the substantive law of the State of Colorado,United States of America. 12.11 Entire Agreement. This Agreement constitutes the entire Agreement and understanding of the parties and supersedes all prior and contemporaneous Agreements, understandings, negotiations and proposals, oral or written. Section headings are provided for convenience purposes only and do not provide any modifications or substantive meaning to the terms and conditions of this Agreement. This Agreement may be amended or modified only by a subsequent Agreement in writing signed by each of the parties and may not be modified by course of conduct. 12,12 Binding. This Agreement shall be binding and inure to the benefit of the parties hereto and their respective successors. In the event DLR enters into an agreement to sell substantially all the assets of DLR,this agreement shall be binding upon the purchaser. IN WITNESS WHMOF,the parties have executed this Agreement by their duly authorized representatives: I BELOW SIGNATURE BLOCK REPLACED-SEE PAGE 7A Digital Library Reserve,Inc. City of Boulder,Colorado ("DLR") By(signature) By(signature) Name(Print)Steve Potash Name(Print): Title: . . Title:City Manager Date: Date: Digital Library Reserve Application Services Agreement 7 Copyright DLR,Inc.,2005 SIGNATURE BLOCK IN WITNESS WHEREOF, the Parties hereto have signed this Contract effective as of the day and year first written. CONTRACTOR By Title: rr STATE OF OHIO) )ss. COUNTY OF CUYAHOGA ,) The foregoing Instrument was acknowledged before me, a notary public, this Ah day of C-Ckb &A 20e5S byik- ika (/cm-t4 s4o as CLQ coir r Witness my hand and official seal. //J/ (SEAL) Notary Public rhy <-e/h fv%( .7:i alato �la� PYf^' B2 eJ / 17L7. 03 CITY OF BOULDER City Manager City Cler c on ba6elf of the Director of Finance and Reco APPROVED AS TO FORM: Cit omay's Office 7A Schedule 16A-1" Digital Library Reserve Application Service and License Fee Schedule The following modules tomprho Dighal Library Reserve library services For library administration of a circulating digital tontent collection.All prices arsinrlM . Digital Library Reserve Server DLR is the digital content repository and database established for $281690A $1,000.00 PLR-S) each library. Included is support for delivery and fulfillment of Special Pilot AdobO Reader(PDF),Mobipocket PDA titles,and digital audio Project Pricing Billingtobegin books.includes associated copyright protection services(DRM). per Schedule in year two of the Included with this fee are all third party software and technology A•2 greedateM2r, licenses, Services are hosted at the secure DLR hosting center. Access to library-managed services is accomplished via secure admin Included are web services. The library utilizes a PC,Internet connection and Web secondary pawn browser(Internet Explorer 5.4 or higher)to administer its digital support,hosdng,' collection. No additional hardware or software is required by library. bandwidth and . ...maintenances . DLR Opening Collection The Opening Collection is comprised of the initial set of digital titles Par Schedule, (DLR-OC) selected by the library for lending to its patrons. A-2 DLR Circulation Manager An admin Web service for the library to establish and manage lending Included (DLR-CM) and user access periods far Its digital titles. It enables the library to set lending periods per title,manage reserve and waiting lists,set number of titles per patron,and monitor title demand,. __ + DLR Patron Website This is the patron facing Website customized to include the library's Included (DLR-PW) look-and-feel and links to other library Internet sites. The Patron i Website is a complete digital book center providing browsing, searching,promotional and checkout services for patrons to explore and download Audio books to their own PC or mobile devices. rary pp Inoludad .._:, DLR Content Reserve This module enables the 1ih eollectlon staffto administer a royal Collection Access ', plans and development profiles to aid In building Its digital content (DLR-CRCA) collection from Digital Library Reserve. Each account has access to eBooks and audio books from leading publishers. Digital Library Reserve offers a large collection of best-selling popular,academic, business and educational titles. DLR Patron Authentication '`',Digital Library Reserve personnel will work with library automation Initial Integration personnel to integrate its existing patron authentication system. Will ' Integration of (DLR-PAI) support present library card,student TD,or other authentication to one ILS Insure access of titles is limited to library patrons, iaoluded DLR OPAC Record Digital Library Reserve will supply for titles acquired by Library with Initial Subsequent Integration access to MARC records for integration into the library catalog for Integration integrations (DLR-OPAC) patron searching and direct access to e600k and audio book titles. included -subject to Included in the record will be a direct link for patrons to view the additional fees eBook and audio book title and status for lending. Customized MARC records aro availabie for purchase by Library from OCLC. DLR Open Content This module permits uploading digital content from other sources into Included Collection the collection.This permits direct management of supported files and (DLR-OPC) setting DRM to manage copyright protection and circulation of the title. This also enables the library to acquire eBooks and other _. documents directly from ublfsheis and authors. --- DLR W ndows-Media ' " Support for download or:streaming of copyright protected.digital Included ServCr. audio and video using Micio$ofte1 Windows®Media_Soptis: 9e DLR-WMS Digital Library Reserve Application Services Agreement g Copyright DLR,Inc.,2005 Schedule"A-2" DLR Application Service and License Fee Schedule,continued 1. Pilot Project Setup and Configuration Fee:Lead Library seeks to participate in the Rocky Mountain Digital Library Pitof Projectforthe establishment of a Digital Library Reserve system far lending digital materials. Lead Library shall pay DLR$10,000 for participation in the Pilot Project. Such fee includes the DLR System License,configuration and customization of website services,third party software licenses,training;plus an opening credit for digital content. Lead Library_shall pay all invoices within 3o days of prOsentation,by DLR. Lead:Library shall undertak6.6 fforts to engage with additional libraries in the region to participate in:the Rocky Mountain Digital Libraryt P piloroject. 2. Monthly Application License and Hosting Fees: Beginning an the second anniversary of the Effective Date of this Agreement,Lead Library shall pay a monthly fee of$1,000.00 for application license,secondary patron support,hosting,bandwidth and maintenance fees. 3. Opening Collection:The Opening Collection is comprised of the initial set of digital titles selected by Lead Library for lending to its patrons. Under the terms of this Agreement,Consortium(Lead Library)shall receive an Opening Collection Credit of$3,500.00(SRP)toward purchase of the digital titles. At any time during the term of this Agreement,Consortium may purchase additional titles and materials subject to standard terms and pricing. 4. Participating Library Contribution:Lead Library shall cooperate with DLR to attract Participating Libraries, Each Participating Librarywho joins the Racky Mountain Digital Library shall pay a fee of $1,500,00 that shall be applied to ILS integration,system fees and hosting services. 5. Term:The initial term of this Agreement shall be for one(1)year.Library shall have the option to renew this agreement for additional terms of one(l)year pursuant to the relevant provisions of the Agreement. Digital Library Reserve Application Services Agreement 9 Copyright DLR,Inc.,2005 Schedule"B" Consortium Website Guidelines 1. Patron Support Resources Consortium will provide Primary Support for its Patrons via e-mail and/or by phone in direct support of all Patron inquiries, issues,and problems relating to the Consortium Website. Consortium will post on the Consortium Website DLR supplied Frequently Asked Questions(FAQs)and other support information and links to assist with providing Patrons with answers to frequently asked questions. Consortium will cooperate with DLR to implement practices as recommended by DLR to reduce the instances of Patron technical support issues, 2. Copyright Protection,Patron Authentication and Data Security Consortium will take reasonable steps to cooperate with DLR to prevent unwarranted intrusion into data managed or maintained by DLR or on behalf of Consortium and acquired in the course of Consortium's operation of Consortium's Application Services, This includes reasonable steps to protect Its password and access to Library's administrative website for management of its Digital Library Reserve and Consortium Wabsite. For Digital Products and Content which Consortium acquires rights from DLR for redistribution and lendingto Patrons,Consortium agrees to deploy the following practices and methods to respect the Copyright Protection and Patron Authentication terms of DLR's Publishers and suppliers: A. Consortium will respect and deploy the DRM protection settings as designated by Publisher that may restrict copying, sharing and/or printing. B. Consortium acknowledges that Digital Product titles purchased will not entitle Library to access a copy of the title, but will enable its Consortium Website the right to provide immediate download access to the title for their Patrons as fulfilled through the Application Services after the DRM services have been applied. C. Consortium is not granted any license to use titles for any"online"use,except for the display of Digital product cover art,excerpts and metadata as designated by Publisher and available from DLR. D. Consortium will be allowed to loan to their patrons or"check-out"Digital Products or Content via a download link from the Consortium Website. Consortium acknowledges that all circulating Digital Products will have a predetermined period for an automatic self-expiring use period or"timc-out". E. A Digital Product in the Consortium's Website that is checked out by a Patron will not be available for another Patron to check out unless multiple copies of the title have been purchased, or until the expiration period of the first Patron's time period has expired. F. Consortium will take reasonable measures to ensure that only authorized Patrons of their Library have access to the Consortium Website for access to Digital Products or Content. G. Authorized Patrons will be defined as those Patrons of the Participating Library that have the required relation to the Consortium to receive a library card. 3. Third Party Logo and Trademark Use Guidelines Consortium acknowledges that its Consortium Website will utilize and rely upon third party software and technologies provided by Microsoft Corporation,Adobe Systems,Inc.,and other technology suppliers. DLR shall provide to Library the applicable guidelines for utilizing the registered trademarks,logos,and software products associated with Consortium's operation of the Consortium Website. Consortium agrees to abide by the terms and conditions of these third party suppliers. DLRwill provide to Library all necessary links,art,logos and instructions to permit Consortium to comply with this provision. Digital Library Reserve Application Services Agreement to Copyright MR,Eric.,2005 Schedule"C" Library Participation Form Participating Library Name: Participating Library URL: i Key Contact Person: Key Contact Phone Number: Key Contact Email Address: " In consideration of participation with the Lead Library in the Rocky Mountain Digital Library service for lending Digital Content,Participating Library agrees to abide by the terms and conditions of the Agreement. Participating Library acknowledges that if Participating Library withdraws from Consortium prior to the termination of the program, Participating Library understands that all content,products,and services that have been purchased with the Participating Library's monetary and in-kind contributions to Consortium shall remain with Consortium, Agreed: By: Print Name and Title; Date: i Digital Library Reserve Application Services Agreement 11 Copyright DLR,Inc.,2005 1 RESOLUTION R-2018-54 2 A RESOLUTION OF THE LONGMONT CITY COUNCIL APPROVING THE 3 INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY AND THE CITY OF 4 BOULDER FOR A COST SHARE AGREEMENT FOR THE USE OF 5 DOWNLOADABLE DIGITAL MEDIA 6 7 THE COUNCIL OF THE CITY OF LONGMONT, COLORADO, RESOLVES: 8 Section 1 9 Under Section 13.7 of the Longmont Home Rule Charter, the Council approves and 10 authorizes the Mayor to sign the intergovernmental agreement referenced in the title of this 11 resolution in substantially the form now before the Council. 12 Section 2 13 The Council repeals all resolutions or parts of resolutions in conflict with this resolution, 14 but only to the extent of such inconsistency. 15 Passed and adopted this 2 2 h c day of M. 2018. 1 16 t� 17 D 18 19 MAYOR 20 21 coN 22 ATTEST: 23 , 24 25 �� 26 CITY CLERK LO��' L\MEDLAMMy Doaum LLLibwy,0,ee ,e lGA Res 3018FINAL.due VW201E I APPROVED AS TO FORM: 5 DEPUTY CITE'ATTORNEY RNEY DATE 6 7 8 J 9 PROOFREAD DATE 14 11 12 APPROVED AS TO FORM A1N'D SUBSTANCE: 13 14 15 `��i 16 ORIGINATING DEP TMI ENT DATE 17 18 CAFile: 10599 2 L:TIUEDLW&fy Doem mrn L1Libm ylOv.dd,e IOA&n 2018 FINAL.dm OMB