HomeMy WebLinkAboutContract 35192 (2)Digital Library Reserve
Content Service Flan
Application Services Agreement
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1. INTRODUCTION
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This Agreement is made and entered into this � day of �(r� 2007 by and between Digital Library
Reserve, Inc., (hereinafter referred to as "DLR"), a Delaware corp ration, Valley Tech Center, 8555 Sweet Valley Drive,
Suite N, Cleveland, OH 44125 USA and the following company, person, or entity (hereinafter referred to as "Library" ar
"City of Fort Worth"):
Libra� Name: Fort Worth Public Library
Library's Primary Contact: Deborah C. Duke
Address: 500 W. 3rd Street
Cin-: Fort Worth State: Teias Zip: 76102-7305 Countn�: USA
Phone: (817) 871-772� Fal:
Email Address: dduke�"ti;fort��-orthlibrai�-.org
Attached and i.ncorporated in this Agreement are the following Schedules:
Schedule "A-1" — Digital Library Reserve Application Services and Fee Schedule
Schedule "A-2" — Digital Library Reserve Content Service Plan Fee Schedule
Schedule "B" — Digital Library Reserve and Library Website Guidelines
WHEREAS, DLR is a provider of OverDrive, Inc, digital book technology and services including those related to the
management and copyright protection of content in eBook, audio book, and multimedia in digital formats; and,
WI�REAS Library is seeking to utilize as part of its operation certain outsourced soflware and website services for the
aggregation, management, copyright protection and distribution of Digital Products and related services; and,
WI�REAS Library seeks to license the use of and dep�oy 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.
TI�REFORE, 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 DLR°, OverDrive°, Microsoft° Corporation, Adobe°
Systems Incorporated, Adobe Senelux, B.V. and any other third party products or services identified in Schedule A attached
to the Agreement.
2.3 "Application Services Fees" shall be the amounts payable by Library to DLR in accordance with the terms of this
Agreement. A schedule of the current Application Services Fees is attached to this Agreement as Schedule A-1 and A-2.
2.4 "Content" or "Digital Products" shall consist of digiYal files and titles available for loan to Patrons at tlie Library
Website distributed using the Application Services.
DLR Content Service Plan Agreement
2.5 "Conterrt Reseroe" sha11 mean the Digital Product and Content distribution service operated by DLR which enables
Library to browse, select and purchase rights to Digital Products for re-distribution and lending to Library Patrons.
2.6 "Digital Lib�•ary Reserve" sha11 mean the DLR and integrated services utilizing OverDrive, Microsoft, Adobe or
other third party software applications and services that relate to the Library Website operated by the Library for managing
the Digital Products.
2.7 "Digital Library Reseive Guidelines" shall mean the terms and conditions of utilizing the Digital Rights Management
Application Services.
2.8 "DLR" shall mean: Digital Library Reserve°, Inc., a Delaware Corporation.
2.9 "Effective Date" sha11 mea.n the date upon which both parties have signed the Agreement.
2.10 "Library" shall mean the organization or entity identified in the Introduction to this Agreement.
2.11 "Library Website" shall rnean the Internet-based Digital Product application operated by the Library that provides
Patrons access to Digital Products operated in association with the Digital Library Reserve and as a component of the Library
website address (ilftL) designated by Library in the Introduction to tliis Agreement.
2.12 "Patron(s)" sha1l mean those persons that Library authorizes to access, use, and connect to the Library VVebsite via
the Internet, and download products from or otherwise utilize the Application Services and/or access Digital Products from
the Library using the Application Services.
2.13 "Frimary Support" shall mean services provided by Library to its Patrons for its day-to-day support, techuical aid,
help and other assistance for Patron's use of the Library Website, Applications or for any issues arising from the use of its
Library Website.
2.14 "Secondary Support" shall mean technical support services to be provided by DLR to Library including reasonable
efforts to assist Library in providing Primary Support, reasonable efforts to correct, fix, or circumvent errors, and in the
discretion of DLR, provide updates, enhancements, a.nd 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 Library under the terms and conditions of
this Agreement and the associated license agreements from its DRM or Digital Product and Content suppliers. This right is
non-transferable and applies solely to the server-based operation, ma.nagement and use of the Digita.l Library Reserve
applications in unaltered, abject code form. Nothing under the terms and conditions of this Agreement, including any of the
Attachments and Schedules, grant any right to Library to the use of, or access to, any Application Services source code. This
grant does not include any right to reproduce the Application Services, to distribute copies or versions of any modules of the
Application Services to any third parties including its Patrons, or to make and/or sell variations or derivative works of the
Application Services. Libzary shall be permitted to customize portions of the Application Services specifically the patron-
facing User Interface on its website or otherwise to custom integrate the Application Services into its operational offerings.
Sole ownership of copyrights and other intellectual and proprietaiy rights to the Application Services shall remain solely with
DLR or its suppliers.
3.2 Library assumes responsibility for providing a suitable network and Internet system for integration of Application
Services into Library's website or other systiems. All parties ackmowledge that any expenditures ar commitments are made at
the risk of the party making such e�enditures o� commitments. Library agrees that it shall ba responsible for its own
e�penses and costs under this Agreement and that DLR shall have no obligation to reimburse 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.
DLR Content Service Plan Agreement
3.3 DLR will create and implement a customizable Library Website for the Library's use of the Application Services as
detailed in Schedule A that will include search function (by title category, author, keyword), multiple categories with
multiple listing option, auditing and reporting functions and access to a protected web portal to manage the Library's catalog
of Digital Product and Content �iles. DLR will incorporate the Library's name, logos and trademarks in accordance with
design guidelines and suggestions as provided by Library. Library will have the ability to manage and promote Digital
Products from a password protected Digital Library Reserve administrative web portal.
3.4 DLR is responsible for integrating the Library's look and feel (Library name, logos, colors, and website links) into
tha Library Website and implementation of functionality. DLR will implement an inventory data feed from Content Reserve
to the Digital Library Reserve inventory management system to permit Library to browse, select and purchase rights to
Digital Products in supported formats and as permitted by DLR's publishers and suppliers. DLR will create the appropriate
download links from the Library's Website for the secure delivery of Cantent to authorized Library Patrons.
4. FEES AND PAYMENT
4.1 Schedule A-1 and A-2 shall serve as a written purchase orders for the Application Services Library seeks to have
DLR configure and operate under this Agreement. Library shall make payment of applicable fees and or deposits based on
the terms and conditions of Schedule A-1 and A-2, Library sha11 make payments to DLR in U.S. funds within 30 days of
presentation of invoice.
4.2 Under the terms of this Agreement Library shall receive an Opening Collection Credit of Seven Thousand Five
Hundred ($7,500.00) (at suggested list price) toward the selection of digital materials. Anytime during the term of this
Agreement Library may select additional titles and material subject to standard terms and pricing, Library shall ma.ke
payments to DLR for Content purchases within 30 days of presentation of invoice.
4.3 'The payment obligations stated in this Section 4 are exclusive of any federal, state, municipal or other governmental
taxes, sales taxes, duties, excise taxes or tariffs now or hereafter imposed on the production, storage, sale, transportation,
import, e�ort, licensing or use of the Application Services or for operation or sales activity of the Library Website. Library
sha11 not be responsible for any such taxes levied pursuant to this Agreement, and shall provide an exemption certificate to
DLR or the applicable authority.
5. COPYRIGHT PROTECTION, PATRON AUTHENTICATION AND DATA SECURITY
During the Agreement Term and any renewal periods, Library will reasonably cooperate with DLR to achieve DLR's and its
Publishers' a.nd suppliers' objectives of protecting certain intellectual property interests relatang to DLR supplied Digital
Products and Content. The Library shall esta.blish policies and procedures to abide by the Digital Library Reserve Guidelines
as described in the attached Schedule "B". Library shall provide DLR access to a test Patron account for purposes o£
validating the system's perFormance relati.ng to the Application Services. Library will reasonably cooperate with DLR to
correct or adjust systems as ma.y be required to compensate for any enors or omissions disclosed by such test. Any such test
will be conducted by DLR at its own e�pense and during regular business hours and in such a mamier as not to interfere with
Library's normal activities. Nothing in this Section sha11 entitle DLR to any Patron data. or information relating to the
identity of Patrons accessing any components of the Application Services.
6. RESPONSIBILITIES OF LIBRARY
6.1 Library will assign personnel with appropriate skills and e�ertise in computer, data processing, and related services to
enable operation of the Application Services and the Library Website and to provide Primary Support. Library will use
reasonable ei�orts to operate its Digital Libraay Reserve and Library Website in compliance with the ternls of this Agreement
and all Schedules.
6.2 With the exception of the Application Services configured and hosted by DLR, Library is solely responsible for all
aspects of catalog integration, operation, training, support and/or maintenance necessary for the operation of the Library
Website. Library sha11 keep its Digital Library Reserve Account information current and alert DLR of any changes in its
operation of its Library Website including but not limited to changes of personnel. Library will use reasonable efforts to
DLR Content Service Plan .A.greement 3
ensure tha,t information or data relevant to the operation of the Library Website will be treated as required by applicable law
and reasonable and customary commercial practices.
6.3 Library agrees to perform Primary Support for Patrons using its Library Website. Library will perform requested
installation, upgrade, and reasona.ble technical services for Primary Support of the Application Services pursuant to
installation and support procedures and policies as develaped 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 will, upon request, promptly cooperate with DLR by completing forms, reports, or checklists as DLR may
require its Libraries' to complete as part of an installation, upgrade or provision of the Primary Support of the Application
Services. Library shall identify and promptly inform DLR of any design or programming errors or omissions in the
Application Services, which it becomes aware of.
6.5 Library represents and agrees that it will not make any representations or create any warranties, e�ressed or implied,
concerning the DLR Application Services products. Library will take reasonable steps to insure that its employees, agents,
and others under its directiorn, abide by the terms and conditions of this provision and this Agreement.
6.6 Library shall at its own expense comply with all applicable laws, ordinances, rules and regulations, and Library sha11
obtain any and all pernuts, licenses, authoriza.tion, and/or certificates that may be required in any jurisdiction or any
regulatory or administrative agency in connection with the use and/or operations of the Application Seroices. Regardless of
any disclosure made by Library to DLR of an ultimate destination for users of the Application Services, Library agrees not to
export either directly or indirectly any Application Services or system incorporating such Application Services without t"irst
obtaining a license to export or re-e�ort from the United States Government, as may be required and to comply with the
United Sta.tes Government export regulations, as applicable.
7. DLR'S OBLIGATIONS
DLR will create a Library Website that will be in compliance with �e requirements listed in the attachments. As part af the
Application Services DLR will either implement the required services directly or oversee the necessaiy procedures to assure
compliance with tlie 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 oi 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. 5uch services will be provided at such times as are mutually agreed upon by the parties.
8. DLR'S OPTION TO MODIFY OR DISCONTINUE APPLICATION SERVICE�
8.1 DLR 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.
8.2 DLR has the right, at any time, to discontinue distribution of any or all Application Services or versions of
Application Services, to remove supported Application Services or versions of supported Application Services from DLR's
supported Applica,tion Services list, or to discontinue support, ma,intenance, or the provision of new versions, updates, or
corrections for any Application Services or for any version or for any hardware or Application Services platform or operating
system. Tn the event DLR discontinues distribution of any or all Application Services pursuant to this paragraph, DLR shall
provide library thirty (30) days prior written notice of such discontinuance. If such a discontinuance of distribution 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 ha,ve the option to ternunate this Agreement and receive a pro-rata
refund of any Application Service Fees paid; such option to ternunate sha11 expire after si�,y (60) days from the date notice
of termination is given.
9. WARRANTY
DLR Content Service Plan Agreement 4
9.1 DLR represents and ���arrants to Librai�- that it has the necessai�- rights to enter uito this Agreement and that it has the
necessai�� o��nership and intellectual propert}- rights and licenses to the Application Sei�rices to graut the licenses herein.
DLR ��-arrants that the Application Seivices ���ill operate as intended if properl�- used b�� Libran- and Patron. If an�� errors are
discovered, Librai-�� shall promptly notifi- DLR in ��-rituig as to the description of the problem, «<hereupon DLR shall use
reasonable efforts to correct such problems «-ithin a reasonable time thereafter. Corrections �vill be provided to Librai-�- «-ith
instn�ctions for unplementation. The remedies set forth ui this Agreement shall be Libran-'s sole remedies for breach of this
Agreement.
9.2 Tf� FOREGOING WARRANTIES ARE 1N LIEU OF ALL OTI�R WARRANTTES. EXPRESSED OR
�MPLIED. INCLUDING WARRANTY OF MERCHANTASII,Tl'Y AND FITNESS FOR A PARTICULAR PURPOSE.
TT�E 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 FAII,URE OR INTERRUPTION OF
THE APPLICATION SERVICES. OR FOR INCIDENTAL. 1NDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR
LOSS OF PROFIT OR OPPORTUNITY. LOSS OF USE OR OTI�R FINANCIAL LOSS ARISING OUT OF OR 1N
CONNECTION WITH TI-IE LICENSE, TRANSFER OR USE OF THE APPLICATION SERVICES. IN NO EVENT
SHtiLL DLR'S LIABILITY ii�REUNDEFc EXCE�D THE TOTAI. �'�iOUi�TT Rr,�Ei�'ED BY DLFc UiVDER THIS
AGREEMENT.
10. INDENINIFICATION
10.1 DLR agrees to iudemnifi- Librai�- agaii�st liabilih- and espenses for an�� and all claims related solel�� to Conteut or
Digital Products as defined in Section 2.�4, inch�dui� reasonable attorne�• %es, arising fiom an}� breach of DLR's �varrant�-
tlxat it has the required ri�hts to the Application Seivices aud that the Applicatiou Seivices does not iiifi•inge an�� o�z-uership or
iutellechial propert�- right of a third part�-. provided that DLR: (1) is notified iirunediateh- after Libran� receives notice of
such claim (ii) is soleh� in charge of the defense of and an�� settlement negotiations «-ith respect to such claim; and (iii)
received Librar��'s cooperation in the defe�e ar settlement of such claim. In si�ch an eveiit, DLR agrees either to procure for
Libran the right to continue use of the Application Sen�ices, or to replace the relevant portions of the Application Services
��-ith other equivaleut. non-infringing poi�tions. If DLR is unable to accoinplish either of the options set forth above, at DLR's
option DLR shall either remove the portiou of the Application Seivices in issue and refimd to Librai�- the value of such
portipn, or remove the entire Application Seiwices and refiind to Librai�- the entu•e amount paid pro-rata under tlus
Agreement as it relates to the incident that gave rise to the claiin.
10.2 DLR sl�ll have no obligation to Librai-�� to defend or satisfi� an�� claims made agaii�st Libran� that arise irom use,
marketiug, licensing, or dispositiou of the Application Sofhi�are b�- Libran� other tl�w as perinitted b�- this Agreemeut
11. TERM AND TERMINATION
11.1 Tlus Agreement shall take effect on the Effective Date. Unless sooner terinivated in accordance �t-ith the relevai�t
provisions of this Agreement, or pursuant to the ear1�- terminatiou provision of Schedule A-2, the initial term of this
Agreement slk�ll be for four (�4) ��ears. The Agreement shall automaticall}- reue�� for successive terms of t�ve�it��-foilr (24)
months unless a part�� provides ��-rittzn notice of intention not to rene��- iunet�� (90) da��s prior to the elpiratian of the tlien
current term.
112 In the event of a filuig b�- or against either pai�� of a petition for relief under the Uiuted States Bauknaptc�� Code or
an�� similar petition under the insolvenc}� la«�s of an�-,jurisdiction, ��-here such filing is not dismissed �vitlun thirh� (30) da�-s
after the date of the iiling, or should Librar�- discontuiue the operations relevant to tlus Agreeinent, then the other partc- ina}�
itmnediatel�� terminate this Agreement i�pon «�ritten notice.
11.3 In addition to provisions autho��izuig terinination hereunder, either part�- shall have the right to terininate this
AgreEinent as a result of a material breach of the Agreemeut b�- the other part�- that is not cured �� itlun thirt�� (30) da��s after
���ritten notice of such breach.
DLR Content Service Plan Agreement
11.4 Upon termination of this Agreement, and e�cept as otherwise provided in this Agreement, the license gra.uted to
Librazy by this Agreement shall be terminated immediately; Library shall make no further use of a11 or any part of the
Application Services or any confidential information received from DLR, exce�t that DLR shall reasonably cooperate with
Library to support its Patrons who have accessed Content or existing users of Application Services.
11.5 The provisions of this Agreement concerning confidential information and indemnification shall survive the
termination of this Agreement, a.nd termination shall not relieve either party of the obligation to pay any amount due to the
other. It is understood and agreed that no termination of this Agreement, whatever the cause thereof, shall in any way
terminate, restrict, limit, or affect in any way the right of any authorized Patron to utilize the Application Services in
accordance with the terms of this Agreement.
11.6 Fiscal Funding Out. If for any reason, at any time dur�ng any term of this Agreement, the City of Fort Worth fails to
appropriate funds sufficient for the Library to fulfill its obligations under this Agreement or withdraws previously appropriated
funds so that the Library is no longer able to fulfill its obligations under this Agreement, the Library may terminate this
Agreement effective (i) thirty (30) days following delivery by Library to DLR of written notice of the Library's intent to
ternunate or (ii) on the last date for which funding has been appropriated by the City of Fort Worth for the Library to fulfill its
obligations under this Agreement, whichever date is sooner.
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 pa.rty 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 Library acknowledge that each will receive conf�iderrtial information from
the other relating to technical, Application Services and operational affairs of the other. Each party agrees that, to the extent
permitted by law, all confidential information of the other party ahall be held in confidence and sball not be disclosed. T'he
following shall not be considered conf'idential information subject to this section: information that (a) is publicly known
prior to disclosure, other than through acts or omissions of either party or its employees or representa,tives; (b) is
xndependently developed by either party or is already known at the time of disclosure; (c) is disclosed by a pa.rty to a third
pariy which the other party had no reason to believe had any confidentiality or proprieiary obligation with respect to such
information; or (d) is disclosed as required by law.
12.3 Announcements. DLR and Library may issue, at a mutua.11y agreed upon time and in a mutually agreed upon form,
a public announcement relating to this Agreement. DLR and Library will each give the other party the opportunity to review
and approve, in advance of its issuance, any public announcement or publicity relating to this Agreement or any aspect of the
parties' relationship hereunder.
12.4 No Exclusivity. This Agreement is not exclusive and does not impose any obligation on either party with respect to
competing relationships or opportunities.
12.5 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 tertn of
the Agreement.
12.6 Notice. All notices, requests, demands or other communications required to be given pursuant to the Agreement sha11
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 sha,ll 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
DLR Content Service Plan Agreement 6
Introduction to this Agreement, Attention to the individual signing on behalf of Library or to such person or to such address
as Library may designate.
12.7 Force Majeure. Neither party sha.11 be deemed in fault of this Agreement to the e�ent that performance of their
obligations or attempis 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 promptly, or as soon as practicable, and uses its best efforts to cure the
delay. In the event of such Force Majeure, the time of performance or cure shall be e�ended for a period equal to the
duration of the Force Majeure but in no event shall exceed three (3) months.
12.8 Assignment. Upon written notice to Library, DLR may assign this Agreement to any of its affiliates or entities having
controlling interest in DLR. This Agreement may not be assigned by either party to a third party, nor any duty hereunder be
delegated by either party without the prior writtan consent of the other parry. Subject to the foregoing, this Agreement shall
be binding upan and inure to the benefit of the parties to this Agreement and their respective beirs, legal representatives,
successors and pernutted assigns.
12.9 Limitations of Liability. In the event of failure of either party to fulfill 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.
12.10 Injunctive Relief. The parties to this Agreement recognize that a remedy at law for a breach of the provisions of this
Agreement relating to confidential information, use of DLR`s trademark, copyright, and other intellectual property rights,
and/or Non-competition, will not be adequate for DLR's protection, and accordingly DLR shall have the right to obtain, in
addition to a.ny other relief and remedies available to it, injunctive relief to enforce the provisions of this Agreement.
12.11 Severability. In the avent 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 sha11
continue in effect as though such invalid provisions were deleted.
12.12 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 Agreemant. This Agreement may be amended ar modified only by a subsequent Agreement in writing
signed by each of the parties and may not be modified by course oi conduct.
12.13 Bindixig. '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 a11 the assets of DLR, this agreement sha11 be
binding upon the purchaser.
12.14 Governing Law / Venue. This Agreement shall be governed by and construed in accordance with the laws of the
state of Texas. Venue for asiy action between the parties arising under this Agreement shall lie exclusively in the sta.te or
federal district courts in Tarrant County, Texas. 6y e�ecu�iJr o f�is R�t�eme+vt-� t'j�e Gi�j D F r�{�- wN�, doe�
no� wai �e. or sutre.v►dt �' ahy o� i ts 9o�ernmt.vvt� � Pov�re�s o{ 1 mvv�uhifi�.
IN WITNE5S WHEREOF, the parties have executed this Agreement by their duly authorized representatives:
Accepted and Agreed:
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DLR Content Service Plan Agreement 7
Digital Library Reserve, Inc.
("DLR")
8555 Sweet Valley Drive, Suite N
Cleveland, Ohio 4 125 USA
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By (signature): �
Name (Print): �C.� i c� ���v
Title:
a ss�sf.�k ��.�-P (;pw��
Date: � � �
DLR Content Service Plan Agreement
Fort Worth Public Library
("Library")
500 W. 3rd Street
Fort Worth, Texas 76�.02-?305 USA
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By (signature): '. � " °"� Z�����J
Name (Print): � � �af3 �/ �l�i}'%So /v
Title: /}S5�`s{A�V % C,'i�' �1��'fi�e�
Date: 7 '� �� � --
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Schedule "A-1"
Digital Libraiy Reserve
Application Service and License Fee Schedule -(Content Service Plan)
The foDowing modules comprise Digital Libr�ry Reserve libr.►ry services for library acUninistration of a circals►ting digital content collecHon. All prices are m
LTSD.
�
Digitll Librin- Reser�-e Ser��er DLR is the digital content repositor�� and datab�se established for Per Schedule Per Schedule
(DLR-S) ench libr�r��. I�icltided is suPport for deli��ei-�- �nd fi�liilhnent of A-2 A-2
Adobe'8� Ke�der (PDF), Mobipocket PDA titles, aud ciigit�l �udio
bool:s. Iucludes associated cop�•right Protection ser��ices (DRM).
fiicluded ���ith tlus fee �re all third p�rt�� soft���are �nd techuolo��
licenses. Ser�ices are hosted �t the secure DLR hostuig center.
Access to libr�r��-managed ser�-ices is �ccamplished �-i� secure adnuu
��-eb sei�-ices. The libran' utilizes � PC'. liiternet comiection aud Web
bro�vser (I�iteuiet Esplorer 5.� or lugher) to adiuinister its digital
collection. No �dditional hard��-are or soi�� are is requu•ed b�• libr�r�-.
DLR Opening Collection The Opeuuig Collection is couiprised of the uuti�l set of digital titles Per Scheciule
(DLR-OC) selected b�• the librli�� for leildiug to its patrons. A-2
DLR P�tron Website This is the p�tron f�ciug Website customized to include the librai-��'s Included
(DLR-PW) look-�nd-feel �nd luilcs to other libran• I�iternet sites. The Y�tron
Website i� � complete digital book center Pro�-iding bro«-sing,
se�relung. promotion�l �ud checkout ser�-ices for patrons to esplore
�nd do«-iilo�d Audio baoks to their o��-n PC or mobile de�-ices.
DLR Content Reser�•e Tlus module eu�bles the librarj• collection st�ff to adnuuister �pprot-�1 I�icluded
Collection Access pl�ns :inci de��eloPment proYiles to aid iu building its digital content
(ULR-CRCA) callection froui Digital Librai�� Reser�-e. Ench account has �ccess to
eBool:s and ludio bool:s fi•om leadiug pi�blishers. Digital LibraiZ'
Reser�-e offers 1lnrge collection of best-selluig popul�r. ac�deinic.
busuiess and educ�tional titles.
DLR Patron Authentic�tion Digital Libr�rv Reser�-e personnel ���ill «�ork with librni-�� �utom�tiou Luti11
Integration persoruiel to uite��ate its eusting pltron authentic�tion s}-stem. Will iutegr�tion of
(DLR-PAI) support present libr�n� card. shtdent ID, or other �uthentication ta one ILS
insure access of titles is luiuted to librar�� patr•oiLs. uicluded
DLR UPAC Record DigiYal Libr�r�• Reser��e ��'ill suppl�- for titles acquu-ed b�- Librart- �t'ith
Integration �ccess to MARC records for uitegaation inta the librar�� c�talog for MARC records a�-ailable for
(DLR-OPAC) patmn se�rching 1nd du-ect access to eBook and audio book titles. purch�se from OCLC
Iucluded iu the record ��-ill be a du�ect luil: for patrons to �-ie1�- the
eBook �nd �udio baok title and stnh�s for lenciing. Cl�stomized
MARC records are a��nilable for purchase bti- Libran� from OCLC.
DLR Opeu Content This module pennits upload'uig digital coutent from other sources into Included
Collection the collectiou. Tlus pernuts duect uinuageinent of supported tiles nnd
(DLR-OPC:) setting DRM to m�nage copt-right pmtection and cu•cul�tion of the
title. Tius also en�bles the libr�n� to acc��ire eBooks and other
docuinents directh• from publishers and nuthors.
DLR Windo��-s'�' Media Support for do���nlo�d or streatnuig of coprriglit protected digitnl liicluded* liicre�sed
Ser�-er audio nnd ��ideo tising Microsoft�R' Wiudo��-s R� Medi� Series 9 and up, b�ndtividth
(DLR-WMS) '� PLR reserves the right to limit bandwidth and impose additional hosting fee subject to
charges. lcidit1o11A1
CIli1I�CS
DLR Content Service Plan Agreement
Schedule "A-2"
Digital Library Reserve
Content Sei•vice Plan Fee Schedule
l. Application License and Hosting Fee: Lib�•ai�> shall pa�- DLR au annual fee of $21,000. Tlus includes all fees for all
sei��ices including the DLR S}�stem �.icense, configurafion and customizatiou of �vebsite sei-�Tices, tlurd part�-
soft«-are licenses, hosting and maintenance of the application seivices, training, plus an opening credit for digital
content. After the uiitial tenn of four (�) ��ears, the Fee shall be reduced to $12,000.00 per �-ear.
2. Opening Collection: The Opening Collection is comprised of the initial set of digital titles selected by Library for
lending to its patrons. Under the terms of this Content Service Plan, Library shall receive an Opening Collection
Credit of $7,500 (SRP) toward the selection of the digital titles. At any tirr►e during the term of this Agreement
Library may select additional titles and materials subject to standard terms and pricing,
3. Term: The initial terna of this Agreement shall be for four (4) years. Library shall have the option to renew this
agreement for additional terms of twenty-four (24) months pursuant to the relevant provisions of the Agreement.
4. Early Termination: In addition to the provisions of this Agreement authorizing termination, Library shall have the
option to ternunate this Agreement without cause, after an initial term of eighteen (18) months from the Effective
Date. ("Ea.rly Termination") Library sha11 provide DLR ninety (90) days prior written notice of termination. In the
event Library exercises Early Termination, Library acknowledges that its access to the Application Services as well
as any interest in the Content purchased shall terminate and Library shall make no further use of the Application
Services and/or the Content.
DLR Content Service Plan Agreement 10
Schedule "B"
Digital Library Reserve and Library Website Guidelines
1. Patron Support Resources
Library 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 Library Website, Library will post on the Library Website DLR supplied Frequently
Asked Questions (FAQs) and other support information and links to assist with providing Patrons with answers to frequently
asked questions. Library 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
Library will take reasonable steps to prevent unwarranted inirusion into data. managed or maintained by DLR or on behalf of
Library and acquired in the course of Library's operation of Library's Application Services. This includes reasonable steps
to protect its password and access to Library's administrative website far management of its Digital Library Reserve and
Library Website. Should DLR be provided with any Patron or Library data. that is considered, or should reasonably be
imderstood to be conf'idential or sensitive, DLR shall take reasonable steps to prevent unauthorized access to or disclosure of
such information. In the event such information is, or is believed to have been compromises, DLR shall immediately notify
Libruy in writing.
For Digital Products and Content which Library acquires rights from DLR's Content Reserve for re-distribution and lending
to Patrons, Library agrees to deploy the following practices and methods to respect the Copyright Protection and Patron
Authentication terms of DLR's Publishers and suppliers:
A. Library will respect and deploy the DRM protection settings as designated by Publisher that may restrict copying,
sharing and/or printing.
B. Library acknowledges that Digital Product titles purchased will not entitle Library to access a copy of the title, but
will enable its Library 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. Library is not granted any license to use titles for any "online" use, except far the display of Digital product cover art,
excerpts and metadata. as designated by publisher and available from Coutent Reserve.
D. Library will be allowed to loan to their patrons or "check-out" DigiYal Products or Content via a download link from
the Library Website. Library acknowledges that all circulating Digital Products will have a predetermined period for
an automatic self=expiring use period or "time-out".
E. A Digital Product in the Library'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 peniod has expired.
F. Library will take reasonable measures to ensure that only authorized Patrons of their Library have access to the
Library Website for access to Digital Products or Content.
G. Authorized Patrons will be defined as those Patrons of the library that have the required relation to the Library to
receive a library card.
3. Third Party Logo and Trademark Use Guidelines
Library acknowledges that its Library Website will utilize and rely upon third party software and technologies provided by
OverDrive, Inc., 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 Library's
operation ofthe Library Website. Library agrees to abide by the terms and conditions of these third party suppliers. DLR
will provide to Library all necessary links, art, logos and instructions to permit Library to comply with this provision.
DLR Content Service Plan Agreement 11
Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 3/6/2007
DATE: Tuesday, March 06, 2007
LOG NAME: 13P07-0039
REFERENCE NO.: '�*P-10542
SUBJECT:
Authorize Purchase Agreements with Multiple Vendors for Library Materials and Services for the
Library Department
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize purchase agreements for library materials and services from multiple vendors for the Library
Department; and
2. Authorize these agreements to begin March 6, 2007 and expire March 5, 2008, with options to renew for
four successive one-year periods.
DISCUSSION:
The Library Department will use these agreements to purchase books, audiovisual materials and online
databases from vendors holding exclusive copyrights or sole distribution rights to the products they
distribute. The Library Department will also use these agreements to establish a list of secondary vendors
that can provide materials not available from existing contracted vendors. No guarantee has been made
that a specific amount of goods and services will be purchased. The Library Department expects to spend
approximately $673,000 on purchases from the vendors listed below.
Texas Local Government Code, Section 252.022(a)(7)(A) and Section 252.022(a)(7)(E) exempts these
purchases from competitive bidding and competitive proposal requirements due to copyright and exclusive
distribution rights.
EXCLUSIVE RIGHTS AND SOLE SOURCE VENDORS:
VENDOR
BBC Audio Books
Ebsco Online
Info USA
Learning Express
Newsbank
OCLC
Overdrive
Proquest
Random House
Recorded Books
Standard & Poors
Thomson Gale
DESCRIPTION
Audio Books
Online databases
Online Databases
Online Databases
Online Newspapers
Vietnamese language materials
Electronic books
Online databases & microfilm
Audio books
Audio books
Business reference materials
Reference books & online services
ESTIMATED EXPENDITURE
$30,000.00
$25,000.00
$28,000.00
$25,000.00
$80,000.00
$40,000.00
$25,000.00
$45, 000.00
$40,000.00
$60,000.00
$25,000.00
$50,000.00
http://www.cfwnet.org/council�acket/Reports/mc�rint.asp 4/11/2007
World Book Reference materials
Estimated Total
SECONDARY VENDORS:
VENDOR DESCRIPTION
Amazon.com Books & audiovisual materials
Ingram Library Services Books & audiovisual materials
Midwest Tape Audiovisual materials
Scholastic Reference books
Estimated Total
Page 2 of 2
$30 000.00
$503,000.00
ESTIMATED EXPENDITURES
$30,000.00
$75,000.00
$25,000.00
$40,000.00
$170,000.00
M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the Purchasing
Division and approved by the M/WBE Office because the purchase of goods or services is from sources
where subcontracting or supplier opportunities are negligible.
RENEWAL OPTIONS - This agreement may be renewed for up to four additional one-year terms at the
City's option. This action does not require specific City Council approval provided that the City Council has
appropriated sufficient funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, of
the General Fund.
BQN\\
TO Fund/AccountlCenters
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
FROM Fund/Account/Centers
Karen Montgomery (6222)
Richard Zavala (Acting) (8313)
Jack Dale (8357)
http:Uwww.cfwnet.org/council�acket/Reports/mc�rint.asp 4/1 U2007