HomeMy WebLinkAboutA5684 - OVERDRIVE INC DIGITAL LIBRARAY RESERVE CONTENT SERVICE PLAN OverDriveo Digital Library Reserve
Content Service Plan
,Application Services Agreement
1. INTRODUCTION
This Agreement is made and entered into this Uy day of 2�1)1! 2008 by and between OverDrive, Inc.,
(hereinafter referred to as"OverDrive'"), a Delaware corporation, Valli y T�nter, 8555 Sweet Valley Drive, Suite N,
Cleveland, OH 44125 USA and the following company,person, or entity (hereinafter referred to as"Library");
Library Na e_City_of Palm Springs
Library's Primary Contact:Barbara Roberts, Library Board
Address: E. Tahquitz Canyon Way Cam: Palm Springs State: CA Zip: 92262 Country: USA
Phone: 760 -323-8299
Email Address:barbara.robertsppalmsprings-ca.gov
Attached and incorporated 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, OverDrive, Inc. provides 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,
WHEREAS Library is seeking to utilize as part of its operation certain outsourced software and website services for the
aggregation, management, copyright protection and distribution of Digital Products and related services; and,
WHEREAS Library seeks to license the use of and deploy software products, technology and services including those
licensed 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 OverDrive and Library and all Schedules and attachments.
2.2 "Application Services" or "Application(s)" shall mean the DLRe, OverDrivee, 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.
2.3 "Application Services Fees" shall be the amounts payable by Library to OverDrive 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 digital files and titles available for loan to Patrons at the Library
Website distributed using the Application Services.
2.5 "Content Reserve" shall mean the Digital Product and Content distribution service operated by OverDrive which
enables Library to browse, select and purchase rights to Digital Products for re-distribution and lending to Library
Patrons.
DLR Content Service Plan Agreement—The City of Palm Springs 0Rnsa N"v d` �l } S
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2.6 "Digital Library Reserve" or "DLR" shall mean the 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 Reserve Guidelines" shall mean the terms and conditions of utilizing the Digital Rights
Management Application Services.
2.8 "Effective Date" shall mean the date upon which both parties have signed the Agreement.
2.9 "Library"shall mean the organization or entity identified in the Introduction to this Agreement.
2.10 "Library Website"shall mean 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 (URL)designated by Library in the Introduction to this Agreement.
2.11 "OverDrive" shall mean: OverDrive 6, inc., a Delaware Corporation.
2.12 "Patron(s)" shall mean those persons that Library authorizes to access, use, and connect to the Library Website 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 "Primary Support" shall mean services provided by Library to its Patrons for its day-to-day support,technical 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 OverDrive 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 OverDrive, provide updates, enhancements, and new versions of the Application Services.
3. APPLICATION SERVICES
3.1 OverDrive shall provide the 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, 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 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. Library 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 proprietary rights to the Application
Services shall remain solely with OverDrive 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 systems. All parties acknowledge that any expenditures or commitments are
made at the risk of the party making such expenditures or commitments. Library agrees that it shall be responsible for its
own expenses and costs under this Agreement and that OverDrive 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. Specifically, OverDrive inte&Tates with Library's patron authentication system
using SIP2 or similar protocol. Library shall, at its own expense, purchase a S1P2 license, or use an existing such license if
available.
3.3 OverDrive 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 files. OverDrive will incorporate the Library's name, logos and
DLR Content Service Plan Agreement—The City ol'Palm Springs 2
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 OverDrive is responsible for integrating the Library's look and feel (Library name, logos, colors, and website
links) into the Library Websitc and implementation of functionality. OverDrive 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 OverDrive's publishers and suppliers.
OverDrive will create the appropriate download links from the Library's Website for the secure delivery of Content 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
OverDrive 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 shall make payments to OverDrive in U.S. funds
within 30 days of presentation of invoice.
4.2 Under the terms of this Agreement Library shall receive a one-time Opening Collection Credit of Seven Thousand
Five Hundred Dollars ($7,500.00) (at suggested list price) toward the selection of digital materials. if the Library
executes the Agreement on or before July, 15, 2008, Library shall receive an additional collection credit of Fifteen
Hundred Dollars ($1,500) (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 make
payments to OverDrive for Content selections 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, export, licensing or use of the Application Services or for operation or sales activity of the Library
Website. Such charges, shall be paid by Library or, in lieu of payment of any tax, Library shall provide an exemption
certificate acceptable to OverDrive and the applicable authority.
5. COPYRIGHT PROTECTION,PATRON AUTHENTICATION AND DATA SECURITY
During the Agreement Term and any renewal periods, Library will reasonably cooperate with OverDrive to achieve
OverDrive's and its Publishers' and suppliers' objectives of protecting certain intellectual property interests relating to
OverDrive supplied Digital Products and Content. The Library shall establish policies and procedures to abide by the
Digital Library Reserve Guidelines as described in the attached Schedule"B". Library shall provide OverDrive access to
a test Patron account for purposes of validating the system's performance relating to the Application Services. Library
will reasonably cooperate with OverDrive to correct or adjust systems as may be required to compensate for any errors or
omissions disclosed by such test. Any such test will be conducted by OverDrive at its own expense and during regular
business hours and in such a manner as not to interfere with Library's normal activities. Nothing in this Section shall
entitle OverDrive 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 expertise 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 efforts to operate its Digital Library Reserve and Library Website in compliance with the terms of this
Agreement and all Schedules. Upon launch of the service, Library shall include a direct hyperlink and/or logo to the DLR
service from Library's home page. Such lank or logo shall be featured no less prominently than other electronic resources
including but not limited to NetLibrary,Recorded Books, MyLibraryDV.
62 With the exception of the Application Services configured and hosted by OverDrive, 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 shall keep its Digital Library Reserve Account information current and alert OverDrive of any
changes in its operation of its Library Website including but not limited to changes of personnel. Library will use
DLR Contcnt Service Plan Agreement -The City of Palm Springs 3
reasonable efforts to ensure that 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 reasonable technical services for Primary Support of the Application Services pursuant to
installation and support procedures and policies as developed by OverDrive and as modified from time-to-tune.
OverDrive will provide Library with documentation regarding Primary Support and OverDrive support personnel will be
available for Secondary Support by e-mail and phone.
6.4 Library will, upon request, promptly cooperate with OverDrive by completing forms, reports, or checklists as
OverDrive may require its Library's to complete as part of an installation, upgrade or provision of the Primary Support of
the Application Services. Library shall identify and promptly inform OverDrive 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, expressed or
implied, concerning the Application Services and 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.
6.6 Library shall at its own expense comply with all applicable laws, ordinances, rules and regulations, and Library
shall obtain any and all permits, licenses, authorization, 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 Services. Regardless
of any disclosure made by Library to OverDrive 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 first obtaining a license to export or re-export from the United States Government, as may be required
and to comply with the United States Government export regulations, as applicable.
7. OVERDRIVE'S OBLIGATIONS
OverDrive will create a Library Website that will be in compliance with the requirements listed in the attachments. As
part of the Application Services OverDrive will either implement the required services directly or oversee the necessary
procedures to assure compliance with the Digital Library Reserve guidelines. OverDrive 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. OverDrive'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 OverDrive's offices. Such services will be provided at
such times as are mutually agreed upon by the parties.
8. OVERDRIVE'S OPTION TO MODIFY OR DISCONTINUE APPLICATION SERVICES
8.1 OverDrive 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 OverDrive's suppliers.
8.2 OverDrive 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
OverDrive's supported Application Services list, or to discontinue support, maintenance, 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. ]f 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 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.
9. WARRANTY
9.1 OverDrive represents and warrants to Library 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. OverDrive warrants that the Application Services will operate as intended if properly used by Library and
DLR Content Servion Plan Agroement—The City of Palm Springs 4
Patron. If any errors are discovered, Library shall promptly notify OverDrive in writing as to the description of the
problem, whereupon OverDrive shall use reasonable efforts to correct such problems within a reasonable time thereafter.
Corrections will be provided to Library with instructions for implementation. The remedies set forth in this Agreement
shall be Library'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
OVERDRIVE FOR BREACH OF WARRANTY, EXPRESS OR IMPLIED, OR FOR ANY ERRORS OR DEFECTS IN
THE APPLICATION SERVICES. IN NO EVENT SHALL OVERDRIVE 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 OVERDRIVE'S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT
RECEIVED BY OVERDRIVE UNDER THIS AGREEMENT.
10. INDEMNIFICATION
10.1 OverDrive agrees to indemnify Library against liability and expense, including reasonable attorney fees, arising
from any breach of OverDrive'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
OverDrive: (1) is notified immediately after Library receives notice of such claim(ii) is solely in charge of the defense of
and any settlement negotiations with respect to such claim; (iii) received Library'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 OverDrive)
of the occurrence of a finding of infringement, either to procure for Library 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
OverDrive is unable to accomplish either of the options set forth in (iv) above, at OverDrive's option OverDrive 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 OverDrive shall have no obligation to Library to defend or satisfy any claims made against Library that arise from
use, marketing, licensing, or disposition of the Application Software by Library other than as permitted by this
Agreement. OverDrive shall not be responsible to indemnify Library for claims arising from the use or license of third
party software including DRM where OverDrive is not afforded such corresponding indemnification from said third party
vendor. In the event a claim arises from use of non- OverDrive teclmology, where the vendor of such product or
technology does not indemnify OverDrive, then OverDrive is not liable to extend indemnification under this section to
Library for any such claims.
11. TERM AND TERMINATION
1 l A This Agreement shall take effect on the Effective Date. Unless sooner terminated in accordance with the relevant
provisions of this Agreement, or pursuant to the Early Termination provision of Schedule A-2, the initial term of this
Agreement shall be for four(4) years. The Agreement shall automatically renew for successive terms of twenty four (24)
months unless a party provides written notice of intention not to renew ninety (90) days prior to the expiration of the then
current term.
11.2 in the event of a filing by or against either party of a petition for relief under the United States Banlauptcy 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 Library discontinue the operations relevant to this Agreement, then the other
party may immediately terminate this Agreement upon written notice.
11.3 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.
DLR Content Service Plan Agreement—Tha City of Palm Springs 5
11.4 Upon termination of this Agreement, and except as otherwise provided in this Agreement, the license granted to
Library by this Agreement shall be terminated immediately; Library shall make no further use of all or any part of the
Application Services, Content or any confidential information received from OverDrive.
11.5 The provisions of this Agreement concerning confidential information and indemnification shall survive the
termination and/or expiration of this Agreement, and termination shall not relieve either party of the obligation to pay any
amount due to the other.
12. GENERAL PROVISIONS
12.1 Independent Contractor. OverDrive and Library are independent contractors tinder 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 OverDrive and Library acknowledges 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 Announcements. OverDrive and Library may issue, at a mutually agreed upon time and in a mutually agreed
upon form, a public announcement relating to this Agreement. OverDrive 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 term
of the Agreement.
12.6 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 OverDrive shall be addressed to OverDrive at the address provided in the Introduction,
Attention: President or to such person or to such address as OverDrive 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
Library or to such person or to such address as Library may designate.
12.7 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 promptly 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.
12.8 Assignment. OverDrive may assign this Agreement. This Agreement may not be assigned by Library, nor any
duty hereunder be delegated by Library without the prior written consent of OverDrive. 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.
DLR Coment Service Plan Agreement—The City of Palm Springs 6
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 pursuant to Paragraph 113, 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 rcmcdy at law for a breach of the provisions of
this Agreement relating to confidential information, use of OverDrive's and DLR's trademarks, copyright, and other
intellectual property rights, and/or Non-competition, will not be adequate for OverDrive's protection, and accordingly
OverDrive 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-
12.11 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.
12.12 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 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.
12.13 Binding. This Agreement shall be binding and inure to the benefit of the parties hereto and their respective
successors. In the event OverDrive enters into an agreement to sell substantially all the assets of OverDrive, this
agreement shall be binding upon the purchaser.
IN WITNESS WHEREOF,the parties have executed this Agreement by their duly authorized representatives:
Accepted and Agreed:
OverDrive,Inc. The City of Palm Springs
("OverDrive") ("Library")
8555 Sweet Valley Drive, Suite N 3200 E- Tahquitz Canyon Way
Cleveland, Ohio 44125 USA Palm Springs, California 92262 USA
By(signature): / G�� ✓1 55/.yrlira By(signature):
��
Name (Print): ��u�4 /�&r g,9zzoI Name (Print): �(71�41r 1�$1
Title: F �1��/ .,C� Title:
Date: /ianz z,+ 4ME Date:
ATTEST: APPROVED A 'Q1 FORM:
-City of Palm Springs, CA
$y By:
City Clerk City/Artorn/ey
Date:
Approved by City Council: APPROVED OY CITY COUNCIL
Date: G�Agreemrnt No.A S LLq 10 rf 2S�"�4
DLR Conrent Service Plan Agreement—The City of Palm Springs 7
Schedule"A-1"
Digital Library Reserve
Application Service and License Pee Schedule- (Content Service Plan)
The following modules comprise Digital Library Reserve library services for library administration of a circulating digital content collection.All prices are in
USD-
Application Service Seryice Information Setup and Application
Configuration License and
FCC I losting Fee
Digital Library Reserve Server DLR is the digital content repository and database established for Per Schedule Per Schedule
(DLR-S) each library. Included is support for delivery and fulfillment of A-2 A-2
Adobe'Reader(PDF),Mobipocket PDA titles,and digital audio
books.Includes associated copyright protection services(DRM).
Included with this fee are all third party sollware and technology
licenses. Services are hosted at the secure DLK hosting center.
Access to library-managed services is accomplished via secure admin
web services. The library utilizes a PC,Internet connection and Web
browser(Internet Explorer 5.5 or higher)to administer its digital
collection. No additional hardware or software is required by library.
DLR Opening Collection The Opening Collection is comprised of the initial set of digital titles Per Schedule
(DLR-OC) selected by the library for lending to its patrons. A-2
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 Intcmct sites. The Patron
Website is a complete digital book center providing browsing,
searching,promotional and checkout services for patrons to explore
and download digital media to their own PC or mobile devices.
DLR Content Reserve This module enables the library collection staff to administer approval Included
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
digital media 6•om leading publishers. Digital Library Reserve offers
a large collection of best-selling popular,academic,business and
educational titles.
DLR Patron Authentication Overprive personnel will work with library automation personnel to Initial
Integration integrate its existing patron authentication system. Will support integration of
(DLR-PAT) present library card,student ID,or other authentication to insure one ILS
access of titles is limited to library patrons. included
DLR OPAC Record OverDrive will assist Library to coordinate access to MARC records MARC Records available for
Integration for integration into the library catalog for patron searching and direct purchase from OCLC
(DLR-OPAC) access to el3ook and audio book titles. Included in the record will be
a direct link for patrons to view the e800lc and audio book title and
status for lending. MARC records urc available for purchase by
Libra2 Rom 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 direct[ from publishers and authors.
DLR Windows Media Support for download or streaming of copyright protected digital Included* Increased
Server audio and video using Microsoft'Windows°Media Series 9 and up. bandwidth
(DLR-WMS) *OverDrlve reserves the right to limit bandwidth and impose additional hosune subject to
fee charges additional
charges
DLR Content Service Plan Agreement—The City of Palm Springs 8
Schedule"A-2"
Digital Library Reserve
Content Service Plan Fee Schedule
1. Monthly Application License and Hosting Fee: Library shall pay OverDrive a monthly fee of$1,575.00. This
includes all fees for all services including the DLR System License, configuration and customization of website
services,third party software licenses, hosting and maintenance of the application services,training,plus an
opening credit for digital content. Prepayment of three(3) months of Content Service Plan Fees by Library shall
be required within thirty(30) days of OverDrive's presentation of invoice. OverDrive shall submit initial invoice
to Library within thirty(30) days from the Effective Date of the Agreement. The initial invoice to Library shall
include, in whole or in part, Content Service Plan Fees for OverDrive's development, configuration, website
design,testing and other pre-launch services before go-live and all other services after go-live of the Library's
DLR website. After the initial invoice, OverDrive shall invoice Library quarterly for Content Service Plan Fees.
After the initial term of four(4)years,the Pee shall be reduced to$1,000.00 per month.
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 a one time Opening
Collection Credit of$7,500 (SRP)toward the selection of the digital titles. If the Library executes the Agreement
on or before July 15, 2008, Library shall receive an additional collection credit of$1,500 (SRP)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 make payments to OverDrive for Content selections
within 30 days of presentation of invoice-
3- 'Perm:The initial term of this Agreement shall be for four(4)years.The Agreement shall automatically renew for
successive terms of twenty four(24)months unless a party provides written notice of intention not to renew
ninety(90)days prior to the expiration of the then current term.
4. Early Termination: In addition to the provisions of this Agreement authorizing termination, Library shall have
the option to terminate this Agreement without cause, after an initial term of eighteen(18)months from the
Effective Date("Early Termination"). Library shall provide OverDrive ninety (90)days prior written notice of
termination. Tit 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—Thu City of Palm Springs 9
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 OverDrive 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 OverDrive to implement practices as recommended by
OverDrive 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 intrusion into data managed or maintained by OverDrive 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 for management of its Digital
Library Reserve and Library Website.
For Digital Products and Content which Library acquires rights from OverDrive'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 OverDrive'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 selected 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 for the display of Digital product cover
art, excerpts and metadata as designated by Publisher and available from Content Reserve.
D. Library will be allowed to loan to their patrons or"check-out"Digital 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 selected by Library, or until the expiration period of the
first Patron's time period has expired.
F. Library will take reasonable measures to ensure that only authorized Patrons of their Library have access to the
Library Websitc 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. It is agreed that the criteria for defining Authorized Patron shall include some restrictions
from allowing users with no practical physical access to the Library's location.
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, lne., and other technology suppliers. OverDrive shall
provide to Library the applicable guidelines for utilizing the registered trademarks, logos, and software products
associated with Library's operation of the Library Website. Library agrees to abide by the terms and conditions of these
third party suppliers. OverDrive will provide to Library all necessary links, art, logos and instructions to permit Library to
comply with this provision.
DLR Content Serviac Plan Agreement—The City of Palm Springs 10