HomeMy WebLinkAboutIL116 Interlocal Agreement IG-11/052
Consortium Agreement for the License of Downloadable Media
This is an agreement between the Washington State Library (hereinafter referred to as"WSL or its
representative") and Anacortes Public Library(hereinafter referred to as"Participating Library")to join in
a group license of Overdrive, Inc. application services and downloadable digital media. The group license
will provide downloadable digital media to library patrons of Participating Libraries through a shared
website,thus reducing costs and increasing the variety of materials available to 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 as"WDLC".
The purpose of this Agreement is to establish the obligations and commitments of the parties
participating in the WDLC. In addition to this agreement, each Participating Library will sign a Library
Participation Form agreement with Overdrive, Inc. (hereinafter referred to as"Overdrive").
Overdrive will provide a single customizable website ("application services") that provides patron access
to digital media, such as downloadable audio books,that can be accessed by the patrons of all
Participating Libraries. Each Participating Library will contribute to the collection of digital media as
described in this Agreement and the annual Terms 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.
WSL will serve as the administering library for the group license. WSL will invoice each Participating
Library annually for its share of the application license and hosting fees,the added copy fund, and the
administrative fees associated with the management of the consortium, as long as this agreement is in
force; WSL will pay Overdrive. The Participating Library will order its own titles directly from Overdrive
for contribution to the shared collection, and Overdrive will bill each library for its own orders, except as
described below. Where group decisions are required as specified in this agreement, the decision will be
made by majority vote of the library directors or their designees, one vote per library.
An executive advisory committee consisting of representatives of three participating libraries and a
representative of WSL will manage the WDLC, consulting with the Participating Libraries as needed.
Each public library member will serve a three year term. In the first year following the signing of this
revised agreement, one member will serve a one-year term, one member will serve a two-year term, and
one member will serve a three-year term. The initial members will be selected by WSL. A chair will
selected by the committee members from amongst themselves. New members will be selected by lot
from candidates proposed by the directors of the Participating Libraries, unless otherwise agreed to by
the members of the WDLC.
Section 1. WSL Roles
WSL shall:
A. Communicate with participants about matters of interest regarding the implementation of this
agreement;
B. Serve as fiscal agent for the WDLC;
C. Invoice participants annually by December 15;
D. Negotiate with Overdrive to resolve problems that cannot be resolved by the Participating
Library;
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E. Provide quarterly fiscal reports to Participating Libraries;
F. Provide authentication services to libraries as requested.
Section 2. Executive Advisory Committee Roles
The Executive Advisory Committee shall:
A. Communicate with participants about matters of interest regarding the Terms of
Participation;
B. Propose an annual budget for the next year that includes the administrative fees and the
minimum contribution to the purchase of titles to the collection;
C. Annually review the Terms of Participation and propose changes to the Participating Libraries
for a vote;
D. Conduct surveys or elections on issues brought forward by members of the WDLC not more
than four times per year;
E. Ensure that purchase suggestions made by smaller libraries are purchased.
Section 3. Participating Library
The Participating Library shall:
A. Pay, within 60 days from date of invoice, its proportional share of the application license and
hosting fees and administrative costs, as described in this Agreement;
B. Provide patron authentication which permits only local cardholders access to the media as
required by Overdrive or work with WSL to authenticate its cardholders through a centrally
managed authentication system;
C. Provide access to the service through Participating Library's website if available;
D. Purchase titles in accordance with the budget specified in the annual Terms of Participation;
E. Remain in compliance, on an ongoing basis, with rules and standards maintained by
Overdrive,
Section 3. Content
A. The downloadable formats available to all participating libraries through Overdrive will be
selected by a majority vote of participating libraries.
B. The initial allocation for the purchase of new formats must be sufficient to serve all interested
patrons and maintain a minimum hold ratio. One or more libraries may contribute to the
initial allocation or the group may vote to require a proportional contribution from all
Participating Libraries.
C. The Participating Library may license additional titles with funds beyond those agreed to in
the Terms of Participation, with the understanding that titles added to the website will be
available to the patrons of all Participating Libraries.
D. A percentage of the budget that each library pays for titles, as stipulated in the Terms of
Participation, will be paid to WSL for a fund,the purpose of which will be for the automatic
purchase of added copies to maintain the hold ratio stipulated in the Terms of Participation.
E. If the added copy fund has money remaining at the end of the year, it may be spent for new
titles, as selected by a person authorized to do so by the Executive Advisory Committee.
F. If the added copy fund is insufficient to maintain the current hold ratio, the hold ratio may be
increased until the end of the year.
G. Libraries whose annual expenditure for the purchase of titles is less than $500 (or as
stipulated in the Terms of Participation) shall pay the entire amount into the fund for the
purchase of added copies. The libraries may also make purchase suggestions to the
Executive Advisory Committee, or order titles directly from Overdrive with funds in excess of
their minimum commitment.
Section 4. Circulation Procedures
A. The circulation period shall be specified in the Terms of Participation.
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B. Any Participating Library may propose a change in loan period or other circulation procedure,
and the decision shall be made by majority vote.
Section 5. Additional Libraries
A. WSL may permit other libraries to join WDLC as additional Participating Libraries on the
following conditions:
1. The library seeking to join (the"new library") serves a population of less than 100,000;
2. The new library gives WSL notice of its interest at least 90 days before the end of the
annual term of this Agreement;
3. Overdrive agrees to the new library's inclusion in WDLC;
4. The new library signs a Library Participation Form, and any other form or agreement
required by Overdrive, and pays any fees assessed by Overdrive to add the library to the
group website unless those fees will be paid by WSL;
5. The new library signs this Agreement(or, if this Agreement is amended or rewritten,the
Agreement then in force between the Participating Libraries)and agrees to pay its share
of WDLC costs as specified in the Agreement and the Terms of Participation.
b. General Provisions
A. Term:
This Agreement shall have an initial term beginning upon the date of execution,and ending
December 31, 2010, and subsequent terms of one calendar year each, beginning January 1
and ending December 31 of each year. This Agreement will renew automatically each year
unless the parties change its terms by unanimous agreement, or unless Participating Library
withdraws from this Agreement as specified in Paragraph B., below.
B. Withdrawal:
A Participating Library may withdraw from this Agreement by giving written notice of its
intent to withdraw to WSL, as agent for the WDLC, at least 90 days before the end of any
annual term of the Agreement. If proper notice is given, the withdrawal will be effective at
the end of the annual term.
C. Termination:
1. Continuing participation in WDLC under this Agreement is conditioned on Participating
Library's compliance with this Agreement, with the requirements of Overdrive, and with
applicable law. Failure to comply with these requirements will subject a member to
termination upon majority vote of the remaining members.
2. Termination of Interest
A Participating Library whose participation in WDLC terminates for any reason (including
its voluntary withdrawal from this Agreement; its termination for noncompliance or
nonpayment, as described in this Agreement; or the dissolution of the WDLC group)will
have no ownership interest, license, right of access or other right or interest in the
materials licensed by WDLC and its Participating Libraries under this Agreement.
3. Termination for Nonpayment:
Should the Participating Library fail to pay the amount invoiced by WSL, or fail to expend
the annual agreed-upon amount for new titles, WSL, on behalf of WDLC, may terminate
Participating Library's participation in WDLC by giving Participating Library 60 days notice
in writing. WDLC may take appropriate action including litigation to collect any funds
owed by Participating Library under this Agreement, whether or not Participating
Library's participation in WDLC has ended.
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If any Participating Library's participation is terminated due to failure to pay Its share of
costs under this Agreement,that Participating Library's share of the application license
and hosting fees due under this Agreement will be divided among the remaining
members according to the criteria in effect at that time for the division of costs. Any
payment subsequently received from a terminated Participating Library will be divided
among the remaining member libraries in the same proportions the terminated library's
fees were paid by the remaining member libraries.
D. Disposition of Licenses:
In the event that the Participating Library elects to withdraw from the WDLC or this
agreement is terminated, all materials licensed by Participating Library will remain in the
database for use by the rest of the members, and patrons of the Participating Library will
lose access to them. 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
of any change in address.
F. Governing Law:
This Agreement shall be construed and interpreted in accordance with the laws of the state
of Washington, and the venue of any action brought hereunder shall be in the Superior Court
for Thurston County.
Having made these understandings between them, the parties have executed this Agreement as of the
date(s) of their respective representatives'signatures, below.
Participating Library Representative:
_ j ,1 Signed:- V r_ .�
- .. J �.#.1��n, Title: Lti Date: 1( [
' .A Print Name:0 , t.h , inn ►-r t s't�
Office of the Secretary of State
Washington State Library Division:
Signed: .-]._0 Title: Financial Services Manager Date: 154900
Eleanor Dovey
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