12/19/2001 Agreement
CLERK OF THE CIRCUIT COURT
MONROE COUNTY
BRANCH OFFICE
MARATHON SUB COURTHOUSE
3117 OVERSEAS HIGHWAY
MARATHON, FLORIDA 33050
TEL. (305) 289-6027
FAX (305) 289-1745
MONROE COUNTY COURTHOUSE
500 WHITEHEAD STREET
KEY WEST, FLORIDA 33040
TEL. (305) 292-3550
FAX (305) 295-3663
BRANCH OFFICE
PLANTATION KEY
GOVERNMENT CENTER
88820 OVERSEAS HIGHWAY
PLANTATION KEY, FLORIDA 33070
TEL. (305) 852-7145
FAX (305) 852-7146
MEMORANDUM
DATE:
January 15, 2002
TO:
James Malloch, Director
Community Services
ATTN:
Anne Layton Rice
Library Administrator
Pamela G. Han('~
Deputy Clerk D
FROM:
At the December 19, 2001, Board of County Commissioner's meeting the Board granted
approval and authorized execution of a License Agreement between Monroe County and Baker &
Taylor, Inc. to subscribe to the Title Source II product which is an online automated system that
provides library materials ordering, inventory management and records downloading for the
Monroe County Public Libraries.
Enclosed is a copy of the above mentioned for your handling. Should you have any
questions please do not hesitate to contact this office.
Cc: County Administrator w/o document
County Attorney
Finance
File ./
TitleSourceOnWeb 11/16/01
LICENSE AGREEMENT
This License Agreement (this "Agreement") is made by and between BAKER & TAYLOR, INC., a Delaware
corporation having a place of business at Five Lake Pointe Plaza, Suite 500, 2709 Water Ridge Parkway, Charlotte, North Carolina
("B&T") and the licensee below,
INSTITUTlONICOMPANY NAME MONROE CO PUBLIC LIBRARY
(N LicenseeN)
LOCATION INFORMATION
BILLING INFORMATION (if different)
CONTACT ANNE LAYTON RICE
CONTACT
VALERIE MOORE
TITLE
ASST DIRECTOR
TITLE BUSINESS MANAGER
blJS
E-MAIL ADDRESSmclibillllM@mail.state.fl.us
E-MAIL ADDRmclibadm@mail.state.fl.us
TELEPHONE 305-292-3594
TELEPHONE 305-292-3595
FAX
305-295-3626
FAX
305-295-3626
STREET ADDRESS
STREET ADDRESS
700 FLEMING ST
700 FLEMING ST
CITY KEY WEST
CITY
KEY WEST
STATE. ZIP FL 33040
STATE, ZIP
FL 33040
COUNTRY
COUNTRY
SUBSCRIPTION INFORMATION
START DATE
12/01101
PRICING
Full Service:
$ 1,850.00
Full Service includes one user 10 providing access to the complete record database of approximately two-million books and all ancillary functions:
creation of multiple selection carts, purchase order creation with electronic ordering and confirmation, file export of book records in the US
MARC communications or ASCII format, and customized screen display prompts.
Additional Concurrent User: $ 260.00
Additional Concurrent User ID's enable many users to access the Full Service system at the same time. In addition, they provide the ability to
designate different destinations for selection carts to other user ID's.or enable options for MARC or other file outputs, and to customize each
user ID for screen display prompts.
o Full Service, single 10:
o Additional Concurrent User ID's:
How many? 3 @ 260.00
$
1,850.00
$
780.00
TOTAL: $
2,630.00
(USD)
Please note sales tax is applicable in the U.S. to end users who do not maintain a tax-exempt status.
PAYMENT METHOD:
€ Check for full amount enclosed, payable to NBaker & Taylor, Inc. N
€ Charge B& T Account number:
Return this agreement to:
EBIS-DISTRIBUTION
BAKER & TAYLOR
ATTN: SHARON HAYWARD, Manager
501 South Gladiolus Street
Momence, IL 60954-1799
n:\3124\webserv5.doc
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LICENSEE HAS READ AND AGREES TO ALL OF THE ATTACHED TERMS AND CONDITIONS. THIS AGREEMENT SHALL BE EFFECTIVE WHEN
EXECUTED BY BOTH B&T AND LICENSEE.
By:
~t./
fVlAY'~
/ -z;/; ~/I
BAr;tiLOR"NC. ~
By: al~
Name: Sharon ~aYWard '
Licensee:
Name
Date:
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Date: II I r-/ 0 (
Title:
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TERMS AND CONDmONS
1.00 DEFINITIONS
As used throughout this Agreement the following tenns have the
following meanings:
1.01 "Effective Date" means the date of this Agreement.
1.02 "Licensed Data" means the data elements in
electronic database form which are more particularly set forth on Schedule
1.02 attached hereto and made a part hereof.
1.03 "License Fee" means the annual license fee set forth
on the Order Form.
1.04
"Order Form" means the first page hereof.
2.00
LICENSE'
1,t,
2.01 Subject to the tenns and conditions of this
Agreement, B&T hereby grants to Licensee, and Licensee hereby accepts
from B&T, a nonexclusive, nontransferable and revocable license (i) for no
more than one user at any given time with respect to each user identification
code which shall have been issued pursuant to Section 4.02 hereof, to
display all or a portion of the Licensed Data in the United States of
America, for viewing by end-users who are employees, patrons or
customers of Licensee, in "read only" access; and (ii) to use all or a portion
of the Licensed Data for Licensee's internal use only. Licensee will not
make all or any portion of the Licensed Data accessible to any person or for
any purposes other than as specifically authorized herein. Licensee will use
its best efforts to prevent 6r restrict the downloading, transmission, display
or copying of all or any portion of the Licensed Data except to the extent
necessary for the purpose of ordering the 'products listed therein and such
other purposes as are expressly pennitted herein, The prior sentence will '
not prohibit any Licensee which is a library from downloading or copying,
,from time to time, su~h elements of the Licensed Data as shall be reasonably
required to supplement or update any existing catalogue system maintained
by such Licensee, to be used for library purposes only.
2.02' The license granted hereby is personal to Licensee.
Licensee may use the license solely for the purposes specified above.
Nothing contained in this Agreement will, or will be deemed to, convey to
Licensee or any end-users any title or ownership interest in all or any
portion of the Licensed Data.
2.03 Neither the Licensed Data, nor any portion thereof,
may be used or displayed on the Internet by Licensee without B&Ts prior
written consent,
2.04 B&T reserves all rights not expressly granted to
Licensee hereby or expressly contemplated herein with respect to the
Licensed Data and any portion thereof. This reservation specifically applies,
but is not limited, to any media. mode or method of distribution or
transmission or other technology that may now exist or be commercialized
or developed in the future.
3.00 :mRM
3.01 Subject to the tenns and conditions hereof, this
Agreement will be effective for a period beginning on the Effective Date
and ending at 11:59 P.M. (Eastern U.S. Time) on the day preceding the first
anniversary of the Effective Date or such sooner date on which this
Agreement may terminate pursuant to the tenns hereof (the "Initial Period")
and, unless an Event of Default (as hereinafter defined) shall have occurred
and not been cured at the time of such renewal, automatically will renew for
successive one (1) year periods thereafter (each, a "Renewal Period").
BRMFS1 116143.10
3.02 (a) Either party may tenninate this Agreement
at any time during the Initial Period or a Renewal Period on not less than 30
days' prior written notice to the other party. If either party tenninates this
Agreement at any time during the first 180 days of the Initial Period, fifty
percent (50%) of the amount of the License Fee paid by Licensee will be
refunded to Licensee, except in the case of a tennination by B&T in
connection with the occurrence of an Event of Default. No credit will be
allowed in connection with tenninations after such 180 day period.
(b) B&T may terminate this Agreement immediately at
its own option by giving Licensee written notice upon an Event of Default.
3.03 Immediately upon the expiration or sooner
tennination of this Agreement for any reason whatsoever:
(a) all rights and licenses granted to Licensee hereunder
will automatically tenninate;
(b) Licensee will permanently delete all of the Licensed
Data and any copies thereof (other than such data elements which may have
been copied or downloaded by a Licensee which is a library pursuant to the
tenns of Section 2.01 hereof), which exist thereon from all computers.
database and other systems and/or any other storage medium of Licensee (or
any persons or entities within Licensee's direct control) in any location.
whether backup or otherwise; and
(c) Licensee will not use, or pennit any user having
access by, through or under Licensee to use, all or any portion of the
Licensed Data in any way.
4.00 THE PARTIES' OBLIGATIONS
4.01 Licensee will:
(a) not directly or indirectly duplicate, copy, transmit,
publish, provide access to (by electronic or any other means), exchange.
throwaway, or incorporate with, or as part of another database, package.
program, record or system, all or any portion of the Licensed Data for any
purpose except as expressly pennitted in this Agreement;
(b) use its best efforts to ensure compliance with
Licensee's obligations under this Agreement by end users who have access
to the Licensed Data by, through or under Licensee;.
(c) except to display and use the Licensed Data as
expressly provided herein, not sell, offer for re-sale. distribute, rent, sub-
license or lease all or any portion of the Licensed Data, either for
consideration or without cost, nor use all or any portion of the Licensed
Data in a network (including the Internet), timesharing, multiple central
processor unit or multi-user arrangement;
(d) not combine or incorporate all or any portion of the
Licensed Data with any other program, database, record or system which
will be sold. offered for re-sale, distributed (other than with respect to such
data elements as may have been copied or downloaded by a Licensee which
is a library pursuant to the tenns of Section 2.01 hereof), rented, sublicensed
or leased;
(e) not use all or any portion of the Licensed Data in
connection with any sales by Licensee, by any partner, affiliate or agent of
Licensee, or by any enterprise or entity in which Licensee has any interest;
(f) pay all sales, use, value-added, excise or similar taxes
associated with Licensee's or its users' use of all or any portion of the
Licensed Data; and
(g) not pennit any third party, including, without
limitation, any customer or patron of Licensee, to use any licensed data in
connection with any Internet-based or other electronic online commerce.
4.02 At the beginning of the Initial Period and throughout
the tenn of this Agreement B&T will make the Licensed Data accessible to
Licensee and all pennitted end-users gaining access through Licensee by
means of a web site maintained by B&T on the World Wide Web having a
URL address of "TS2.INFORMA T A.COM" or such other address as may
be designated by B&T by notice to Licensee. Licensee shall, as of the
Effective Date, be assigned separate user identification codes and passwords
for the number of users specified on the Order Form, which user
identification codes shall be activated upon receipt by B&T of the amount
of the License Fee due hereunder. Each such user identification code and
password will pennit access to the Licensed Data by only one user at any
given time, subject to all of the tenns and conditions hereof.
5.00 CONSIDERATION
.' ":'1."
The license granted herem is made in consideration of the
payments made to B&T in connection herewith, including Licensee's
obligation to pay B&T the License Fee. The License Fee must be paid to
B&T prior to the commencement of the Initial Period and, thereafter, prior
to each Renewal Period.
6.00 DEFAULT AND REMEDIES
The following will be an Event of Default: Licensee's failure to
perfonn any of its obligations, or failure to comply with any of its
agreements, hereunder, Which failure is not cured within 60 days after
notice from B&T. B&T will have all rights and remedies available to it
under applicable law or in equity if an Event of Default occurs. Without
limiting the generality of 'the foregoing, B&T's rights and remedies will
include, without limitation, the right to: (al sue Licensee for the fulfillment
of its obligations under this Agreement;' and/or (b) seek an injunction
against Licensee to compel Licensee to comply with the tenns of this
Agreement and/or to cease activities which constitute a default of Licensee's
.obligations hereunder. In addition to B&1's other rights and remedies set
forth herein. B&T will have the right to require that Licensee cease use
and/or display of all or any portion of the Licensed Data within 36 hours
after receipt of B~1's notice that an Event of Default has occurred,
7.00
INDEMNITY
NO WARRANTY: LIMITATION OF LIABILITY:
7.01 THE UCENSED DATA AND ANY PORTIONS
tHEREOF ARE PROVIDED "AS IS" WITHOUT WARRANTY,
EXPRESS OR IMPUED, OF ANY KIND. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING. EXPRESSLY EXCLUDED
HEREBY ARE ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRfITEN
INFORMATION OR ADVICE GIVEN BY B&T, ITS AGENTS OR
EMPLOYEES WILL CREATE A WARRANTY AND UCENSEE MAY
NOT REI.. Y ON ANY SUCH INFORMATION OR ADVICE. B&T does
not warrant, guarantee, or make any representations regarding the Licensed
Data or the use. or results of the use, of all or any portion thereof, including,
without limitation, any representation that the Licensed Data are correct,
accurate, reliable, current or otherwise, The entire risk as to the results and
performance of the Licensed Data is assumed by Licensee.
7,02 Neither B&T nor anyone else who has been involved
in the creation, production or delivery of all or any portion of the Licensed
Data will be liable for direct. indirect, special, incidental, punitive,
exemplary or consequential damages (including, without limitation,
damages for claims by third parties, loss of business profits, business
interruption, loss of business information and the like) arising out of the use
or inability to use all or any portion of the Licensed Data, even if B&T or
such other party shall have been advised or otherwise have known of the
BRMFS1 116143.10
possibility of such damages. In no case will the liability of B&T or any such
other party hereunder exceed the amount of the License Fee actually paid.
7.03 Licensee agrees to indemnify, defend and hold
harmless B&T and all of its officers, directors, employees. attorneys,
accountants and agents against any and all demands, causes of action.
claims. liabilities, losses, costs and expenses (including reasonable
attorneys' fees) based upon a claim that (i) if true would constitute a breach
of Licensee's representations, warranties or agreements hereunder or (ii)
arises out of the negligence or willful misconduct of Licensee. The
foregoing indemnity will survive the tennination hereof.
8.00 INFRINGEMENT
8.01 The Licensed Data is copyrighted, which copyrights
are held by B&T and, with respect to certain items contained therein, by
third parties. Unauthorized copying, distribution or disclosure of all or any
portion of the Licensed Data, including Licensed Data that has been
modified, merged or included with other data, is expressly forbidden.
Licensee will be held legally liable for any copyright infringement that is
caused or encouraged by its failure to abide by the terms of this Agreement.
8.02 Licensee will promptly notify B&T in writing if
anyone makes a claim against Licensee that all or any portion of the
Licensed Data infringes their rights. If Licensee provides B&T with
sufficient notice of any such infringement, B&T at its option will (i) make
the Licensed Data non-infringing, (ii) obtain for Licensee the right to use
the Licensed Data or (Hi) tenninate this Agreement and give Licensee a full
refund of any License Fee paid for the Initial or Renewal Period in which
such claim occurs. The foregoing is the ONLY remedy available to
Licensee, and the ONLY liability of B&T, in the event of a claim of
infringement.
9.00 MISCELLANEOUS
9.01 The waiver or failure of either party hereto to
exercise in any respect any right provided for herein will not be deemed a
waiver of any further right hereunder.
9.02 This Agreement and the transactions provided for
herein will be governed, construed and enforced according to the laws of
the State of New Jersey (excluding any conflict-of-law provisions thereof).
9.03 Licensee consents and agrees that all legal
proceedings relating to the subject matter of this Agreement or the Order
Fonn will be maintained in courts sitting within the State of New Jersey,
and Licensee consent and agrees that jurisdiction and venue for such
proceedings shall lie exclusively with such courts.
9.04 Licensee will not assign this Agreement, by operation
of law or otherwise, without B&1's prior written consent, not to be
unreasonably withheld.
9.05 English will be the official text for this Agreement.
No translation will be used to construe the meaning or intent hereof.
9.06 All notices required or pennitted to be given by one party
to the other under this Agreement will be sufficient if sent by certified mail,
return receipt requested, to the other party at the respective address first set
forth in the Order Fonn above or to such other address as the party to
receive the notice has designated by notice to the other party pursuant to
this paragraph.
9.07 If any of the terms or provisions of this Agreement
are ruled to be invalid or unenforceable by a court or administrative tribunal
of competent jurisdiction, the remainder of the Agreement will not be
affected thereby. If a court or administrative tribunal does not replace a
provision in this Agreement ruled to be invalid or unenforceable with a
valid and enforceable one which accomplishes the same general purpose to
the maximum extent possible. the parties will reasonably try to negotiate a
replacement for the provision which accomplishes the same general purpose
to the maximum extent possible.
9.08 This Agreement constitutes the complete and
exclusive statement of the tenns and conditions between the parties and
supersedes and merges all prior proposals. understandings and all other
agreements. oral and written. between the parties relating to the subject
matter of this Agreement, This Agreement may not be modified or altered
except by written instrUment duly executed by both parties. This Agreement
may be executed in counterparts. all of which. when taken together. will
constitute a single instrument. This Agreement will be binding upon. and
will inure to the benefit of. the parties hereto and their respective
successors, pennitted assigns and legal representatives.
" '..'1"1,
BRMFS1 116143.10
SCHEDULE 1.02
LICENSED DATA
BibliOlrraDhic Data: Bibliographic records for books and spoken word audio products for each book title on B&T's
complete title file database, which is presently called "THE TITLE SOURCE II," as the same may from time to time
be modified by B&T during the term of this Agreement.
Jacket Images: Scanned image of the front cover only of a book, in true color and in variable size,
Annotations: Non-evaluative description of the contents of a book,
Tables of Contents: Listing of the chapter titles of a book, indicating the pagination of the first page for each
chapter.
Inventorv Status:' Data with respect to the inventory status of B&T for a book.
Book Reviews: Text from reviews, licensed from third parties, of certain books.
BRMFS1 116143.10
12/03/01 09:10 FAX 815 472 6749
Fonn
W-9
Request for Taxpayer
Identification Number and Certification
Give form to the
requester. Do not
send to the IRS.
(Rev. Oeeember 20001
BAKER @ TAYLOR MOM
~"l 01 1M T,.nul)'
Inlet.... R_ Sertq
Name (See SpecifIC InstnlctlOIlS On page 2.)
BAKER & TAYLOR~ INC.
Business name, it d1fferetlt kom above. (Sell Speeific Instrvctions on pag@ 2.)
.
D.
~
..
o
~
a.
.
.
J
Q.
Check appropflate tlOJc
o lndividuallSolll proprietor
D~ip
Addras (number. s\feet. and apl. Of' suite no.)
2709 Vater Ridge Parkway. Suite 500
City. state. and ZIP COda
Charlotte. Ne 28217
Taxpayer Identification Number (TI
eriter your T1N in the approPriate box. For
indlviduals. this is yout social $9Curity number
(SSNJ. However, for a ...sident .Iien, sole
proprietor, or disregarded entity, see the Part I
~ctIons on pege 2. For other entItiM. it is your
employer identiftcatlon number (ElN). If you do not
have a number, see How tv 9et a TIN on page 2.
Note: If the account Is In more than one name, ..
the chatr 01'1 page 2 for guidelines on whose number
to etIter.
00 eorporaliOtl
w+nctLuJ
or
III 002
o Other ~
--.-.. ...- ----. ...--....--... --. ...-..
ReQullStI!r'S name and IIO<lress (opf1On8l)
Ust acc:ount numbet\s) hare (ocltionlll)
For U.S. Payees ex.mpt From
Backup Wrthholdlng (See the
instructions on p 2.)
Certification
Under penlSlties of perjury, I certify U'lat
1. The numb<< shown on this. form is my correct taJCpayer identi1icatlon numbef (or 1 am waiUng for a number to be i$$ved to me). and
2. I am not subject to backup withhQlding because; (II) I am exempt from baek\.lP withholding. or (b) I have not been notified by the lotemal
Revenue Service ~RS) that J am SUbject to backup withholding as a teSuJt of a failure to report <III interest or divid9t\d$. or (e) the IRS has
notified me th<lt I am no longer INbject to backup withholding, and
3. I am a U.S. person (lnduding a U.S. rosider1t aIlen).
Certiftcation instruction.. You must cross out itQM 2 above If you have been notified by the IRS that you are currently subject to backup
withholding because you have f3ilecl to report all interest and dividends on your tax retum. Fat teal ~te transactions, item 2 does not apply.
For mortgage Internt paid. acqui$ition or abandonment of secured property. ca~lation of d0bt. eontributiOr1$ to an ind\\/idual retirement
arrangement (IRA). and genetaUy, payments other than Intere~ and dlYidends, you are not reqtJlrad to sign th9 Certification, but you m~
provide your ~ TIN. (See the instt\Jetions on page 2.)
~ ~~~ 0
Here U.S. person ~ Dir. of erational Fin. Date ~ DEe 3 Z001
Purpose of Form
A pl'lr5On who is required to fllo an information
return with the IRS must get your ~
taxpayer identifica:ion number (TlN) 10 report. for
_rnple. income pak:I t(I you, rnI estate
transactions. moltgage Int.rest you paICI.
acquiSitkln or abandonmern of secured property.
cancellation of debt, or contributions you made
to an IRA.
Use Form W-9 antv if you we a u.s. pMSOn
(including a resident allen), to give your QOfreet
TIN to the person requesting it (tho rlqUllSle!1
and, when applieabje, to:
1. Certify the TIN you .,. giving Is correl;t (or
you are waiting for a number to be issUed).
2. Cer1ify you are not subject to backup
withholding. or
S. Claim exemption from backup wItl'lllolding if
you aro a U.S. eltlll'lpt payee.
If you are a foreign .-.on, \lSe tt\e
appropriate FOf'm W-8. See Pub. 515,
Wrthhoking of Tax on Nonrwsident Aliens atld
For1Iign Corpotatlons.
Note: If ill n!ql.IeSrer gives yoll . form ourer than
Fortn W-9 to rvquest your TIN. you must f.IW /he
I'ItqUe$ler's form ;r h is SubstlJnrially $imIIat' to this
Form W-g.
WhM Is backup withholding? P8t$Ot1$ making
eertain payments to you must withhOlcl and pay
to the IRS 31" of sUCh payments undet e8IfaIn
c:ondItions. This is called "backup withholding."
payment$ lhat may be subJer;t 10 0Xkup
withholding include intemst. chidends. broker
and bIIrter exchange tranSlCtions, rentS.
royalties. nonemoloyH pay, and C8ttIlin
~ fnlm fishing boat OpetatOl'S. ~al
estate transactions are not SlJbject to blIcIcup
w\ttlholding.
If you give the requester your comlet TIN.
make 1he ptoper certifICatIons. and report all
your tuable interut and dividends on your tax
rewrn. paymentS you racelve will not be subject
to btlclwp willlholding. Pa~ you nrceive
win be subject to backup withholding If:
1. You QO not fumi$h your TIN to mo
requester. or .
2. You do not certify your llN when reqlllnld
{see the ~ m inStl'\lctlons on page 2 for
details). or
3. The IRS tells the requester that you
furnIshed an inc:OIrecI TIN. or
4. The IRS tell$ you tnat you are subjl!ct to
backup withholding because you did not report
lIII yo.Jr iI'l~ iInd dividends on your laX return
(f<lt reportable inlerest and diYidends onIy). or
5. You do not certify to the requQter that you
are not $Ubiect to backup withholditlg under 4
above (lor I8pOItable intereSt and dividend
accounts opened afler 1983 O;'1lYI-
Certain payaes anct paymetlts are exempt
from backup w1thhOlCling. s.. the Part II
instructions and the separate InstnJctions for
the Req&I@.ter of fonn W-9.
Penalties
r.1Iunr to turn.." llH. If you filiI to furniSh your
correct TIN to ~ requester, you are subject to a
penalty 01 $SO for each sudl f8iIure unless your
failure is doe t(I reasonable cause Md not 10
willful negiec;t.
CivH penalty for false inIormwtior1 with res~
to withholding. If you make a false stRtetnf'.nt
wlUr no reesonable basis that raults in no
backup withholding. you are subject to a S600
penalty.
Criminal penalty for fa~g inf~tIorI.
Wi11fuiiy falsifying c:ertificalions Of affirl'lUltiotls
may subject you to criminal penalties inCluding
fines and/or IrnptIsonment.
Misuse of TINs. If the raqulISlIIr' disd_ Of
USllS llNs In \/1oIaliOn of Federal law. the
l1!CI\IelMr may be subject to Civil and criminal
penalties..
Cat. No. 10231X
Form W-9 (Rev,12-2OOOJ