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Item C05 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: 12/19& 12/20/01 Division: Communi ty Service Bulk Item: Yes x No Department: Li brarv AGENDA ITEM WORDING: Approval of a license agreement between Baker and Taylor, INC. and the Monroe co Public Library. ITEM BACKGROUND: None PREVIOUS RELEVANT BOCC ACTION: None CONTRACT I AGREEMENT CHANGES: None STAFF RECOMMENDATIONS: Approval TOTAL COST: 2630.00 BUDGETED: Yes -L.. No COST TO COUNTY: 2630.00 REVENUE PRODUCING: Yes No ~ AMOUNT PER MONTH N/A YR APPROVED BY: County Atty _ 0 DIVISION DIRECTOR APPROVAL: _ isk Management k) -;(, DOCUMENTATION: Included x To Follow Not Required AGENDA ITEM # /-C5 DISPOSITION: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Baker & Taylor Contract # Effective Date: 1 2/01/0 1 Expiration Date: Contract Purpose/Description: To subscribe to the Title Source II product from Baker and Ta lor which is an online automa ed library materials ordering, inventory management and records co~mload ing. Contract Manager: Anne Layton Rice (Name) 3595 (Ext.) Librar Sto (Department/Stop #) for BOCC meetin on 1 2/19/01 A enda Deadline: 12 05 0 1 CONTRACT COSTS Total Dollar Value of Contract: $ 2630.00 Budgeted? YeslTI No 0 Account Codes: Grant: $ 0 County Match: $ 0 Current Year Portion: $ 0 002 ~ 6004 569 660-526.00 002 ~~ 600:; 560. 660 - 526.00 002 t 60013 560_ 660 _526.00 o-o-r~ 0 ~bO---OOU- 526.00 ADDITIONAiO~o~' 2-5-uff----e-n-e-- 526.00 Estimated Ongoing Costs: $~/yr For: N/A (Not included in dollar value above e . maintenance, utilities, . anitorial, salaries, etc. CONTRACT REVIEW Changes Date Out Date In Needed .........../ Division Director /2-/5 Ie I YesO Nold'" t / \).'\ + Risk Management 1 L )05 \0\ YesO NoOj .~. Jo-'\-r~ ~ \,-<~3.....~-,.J~J'.("" O.M.B.lPurchasing \2-\5\01 YesONoeY ~.. _ County Attorney 11/3ofo{ YesO NoQ/' r- )c4-i. .;:;:( - Comments: ~r:Jl: f;{~ ~ t: w ;y~y~/ J'___.rwt~ c4 ,t':~/r ~~,~~ OMS Form Revised 2/27/01 MCP #2 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. INSTITUTIONICOMPANY NAME MONROE CO PUBLIC LIBRARY (M LicenseeMI LOCATION INFORMATION BILLING INFORMATION (if different) CONTACT ANNE LAYTON RICE CONTACT VALERIE MOORE TITLE ASST DIRECTOR TITLE BUSINESS MANAGER bus E-MAIL ADDRESSmcliba*lt@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 12101/01 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'soor enable options for MARC or other file outputs, and to customize each user 10 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 sa'es 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 MBaker & Taylor, Inc. M € Charge B&T Account number: Return this agreement to: EBIS-DISTRIBUTlON BAKER & TAYLOR ATTN: SHARON HAYWARD, Manager 501 South Gladiolus Street Momence, IL 60954-1799 n:\3124\webservS.doc 'I 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. Licensee: MONROE CO LIB SYSTEM By: Name Title: Title Mana Date: Date: \'1. AS TO FORM APPRC;OVE~ SUFFICIE. ~'f. b- AND ..fJJ . (1-."- BY_S~;~NNE;;H/UTION v If:;O (JI - DP,TE - . . n:\3124\webserv5.doc TERMS AND CONDnnONS 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 fonn 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 Fonn. 1.04 "Order Fonn" means the first page hereof. 2.00 LICENSE' 1'1. 2.0 I 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 (il) 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 wil! use its best efforts to prevent dr 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 ),roducts listed therein and such other purposes as are expressly permitted 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 niquired 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 conunercialized 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 terminate 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 terminates 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 termination by B&T in connection with the occurrence of an Event of Default. No credit will be allowed in connection with terminations 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 Defauh. 3.03 Immediately upon the expiration or sooner termination of this Agreement for any reason whatsoever: (a) all rights and licenses granted to Licensee hereunder will automatically terminate; (b) Licensee will pennanently 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 permit 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 permitted 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 2.0 I 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 terms and conditions hereof. 5.00 CONSIDERATION .' ".l,\. 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. Wi!J1out limiting the generality of 'the foregoing. B&T's rights and remedies will include. without limitation. the right to: (a>. sue Licensee for the fulfillment of its obligations under this Agreement;' andlor (b) seek an injunction against Licensee to compel Licensee to comply with the terms of this Agreement andlor to cease activities which constitute a default of Licensee's .obligations hereunder. In addition to B&1"s other rights and remedies set fanh herein. B&T will have the right to require that Licensee cease use andlor 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 LICENSED DATA AND ANY PORTIONS THEREOF ARE PROVIDED "AS IS" WITIIOUT WARRANTY, EXPRESS OR IMPLIED. OF ANY KIND. WITIIOUT LIMITING THE GENERALITY OF THE FOREGOING, EXPRESSLY EXCLUDED HEREBY ARE ALL WARRANTIES OF MERCHANTABILITY OR ATNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRI1TEN INFORMATION OR ADVICE GIVEN BY B&T. ITS AGENTS OR EMPLOYEES Wll.L CREATE A WARRANTY AND LICENSEE 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 hann1ess 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 lnle 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 cenain 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-Iaw 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 fonh 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 terms and conditions betwccn the parties and supersedes and merges all prior proposals, understandings and all other agreements. oral and wrillen, between the parties relating to the subject maller of this Agreement This Agreement may not be modified or altered except by wrillen instrument duly executed by both parties. This Agreement may be executed in countcrpans, 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, permitted assigns and legal representatives. to '.' 'I, BRMFS1 116143.10 12/03/01 09:10 FAX 815 472 6749 BAKER @ TAYLOR MOM ~002 Fe,," W-9 (Rev. Oeccmber 2000l ~'If Of 1M T..~u't Inter... R_ Serle. Name IS. SpecifIC Instruc1I_ on Pllge 2.) BAKER & TAYLOR. IRe. BUSIness name. if dlH~t from above. (S1ll!I Specific InSlructiOIU 0l'I p;age 2.) - Request for Taxpayer Identification Number and Certification Give form to the requester. Do not send to the IRS. . g .. o ~ .. Q. . . . ~ CL. o IncflYiduallSol. proptIetor Check approprtate box: 00 Corporalioll o PMnersllip OOU-~ ---.... ..- ----... .......... ...--........... .---.. AcIdrus (nl.mber, slfeClt, iII1d apt. Of suite no.) 2709 Vater Ridge Parkway, Suite 500 City. state, and ZIP~. Charlotte. He 28217 Ta~ayer Identification Number m Enter yoU( TIN in the appropriate box. For incflViduals, this is your soeIaI $9<:urity nUlt"ober (SSN). However, for a ,.sident alien. sole proprietor, or disregarded entity, see the Part I in5truc:tlons on page 2. ~r ether entItiu. it is your employer identiftcatlcn number (ElN). If )'OU do not have a number. see H_ to get. TIN 00 page 2. Note: " the account '$ In more than OM name, SM the chart on page 2 for gfJidelines on whose number ta enter. ReaulSbrI'. nama and lIClOrna lolltiOl'l8l) wt lICCOunt numbet!s) here (OQIiomd) ~ For U.S, Pavees Ex.mpt From Backup Wlthholdfng (See the instructions on page 2.) or Certification Under penlllties of perjury, I certify lI1at 1. The numbllll' shown on this fCltlTl is my correct taxpayer identification number (or I am waiting for a nl.llTlber to be i$$ued to me), and 2. I am not subject to backup withhQlding beca~: (Ill) I am exempt from backup withholding. or (b) I have not been notified by the/mema! Rever1Ue SetViee QRS) that I am subject to ~up withholding as a result of a failtn to report ~I interest or dividends. or (el (he IRS has notified me thilt I am no longer lNbject to backup wfthholding, and 3. I am a U.S. persan (lnduding a U.S. resideJ1t alien). Certitl~tion instructiona. You must ~ out item 2 above If ~ have been notified by the IRS that you are currently subject to backup withhOlding because you have taiJecI to report all interest and dividends en your tax retum. For teal ~te tranHctions. item 2 does not apply_ For mortgage Internt paid. acqui$ition or abandonment of secured property, cancellation of debt. contributions to an indl,,~ retirement arrangemenl (IRA). end generally, PlIymerlts Other than Inrarest and dividends, you 811! not raqu/recl to sign the Certification, but you muat provide your COfTeCt TIN. (See the instnJctions on page 2.) Sign Slgnalure of Here U.S. person ~ Dir. of erat:lonal Fin. Date ~ DEC 0 3 2001 Purpose of Form A person who is requi~ to 1110 an infotmatlon retum With the IRS must get your ~ taxpayer identifica:ion numbet (T1N) to report. for example. income palCllO ~u. real estate transactions. mortgage Interest you paid. acquisition or abandonmern of S8CUf8d property. CiInCel1atlon of debt, or contributions you made to an IRA. Use Form W-9 only if you .... a u.s. person ~ncluding a resident allen}, to give your c:orreet TIN to the PetSOl1 nlqUesting it (the rlquester) and. whon appliQbje, to: 1. Cattity the TIN you..,., giving Is COlTel;t (or you are Wliting tor a number to be issUed). 2. Certify you are nOC subject to bacJcup withholding. or 3.. Claim elCempctOl'l from bGkup wIUlrIoIding if you are a U.8. ellempt payee. " you are a foreign peraOll, use the appropriate Form W-8- See Pub. 515. WllhholGing of Tu on NOl'll'8Sident Aliens atld FOI'8ign COfJX)l'adons. Note: If . requ~ret' gilffls you . form OUl.,. than Form W-9 to I1IqUesr your TIN. you mu$I u.se ",. '*lue.tr.,.'s form ;r It is SubsWlrialty .imIIar to tJris Fontr W-9. What Is backup withhokfing7 PIIt$OtlS making . C81tain payments to you must withhold and say 10 the IRS 31 % of Such payments under cenaIn conditions. This is ca11ld -backup withholding.. Paymel1t$ Chat may be ~ to ~ withholding include intetllSt. dvidends, broker and ~ exc:tlange transacriOllS. /emS, royalties. nonemoloyee pay. iIIld c:M8in ~ ftam fishing boat ~ Rear estate transactions are not SUbject to backup wIVlhOlding. " you give the requester your ComlCt TIN. make the pmper c:ertificatJons, and tepaft ell your tuable interut and dividends on your tax rwcum. paymems you I'lICein will not be subject to bllclcup withholding. PaYlMldS you receive will be subJect to backup withhofdlng If: 1. YOU go not turni$tl your 1lN ui me requester. or . 2. You do not certify your l1N when required (see the Part IIIlnstrUC1Ions on paoe 2 tor detailll), or 3. The IRS tells the requester that you 'WIllsh., an incorrec:a TIN. Or 4. The IRS teII$ you tnar ~ are subject to baeIcup withholdfno because you did flOC repott aft YaJr in~ ind dividendi on your lax return (for reportable imerest and cflYidends onIyI, or 5. You do not certify to the requqter that you are not $Ubiect to backup withholdil'l9 under 4 above (for reportable intenlst IIIId dividend ac:counts opened after 1983 only). CertaIn pa)'8eS and paymentS are exempt from ba:kup wfthttolding. See the Part II instruc:clons and the sepann. Instructions for the Requester of form W-9. Penalties F.uur. to furnish l1N. If you 'iiI to furnish your COm!Cl TIN to ~ l1Iqllester, you ;n s~ to . penalty ~ $SO for each SUCh flIilure unless your flilure ;s due to reasonable cause Ind not ro willful negteet. CiYtl penlIHy for false informllliorJ wtth re5ped to widlho/ding. If you make a fars. statement will no reaonable basis that ~uIts in no backup witI'lhoIding, you are sutlject to . SSOO penalty. Crtminal pen81ty for falSitying infonNUort. WiJlfuJIy flIIsltying cettifica&ions Of a1fir",~ lI10Iy subjKt you to criminal penalties including fines arvJIor imprisonment. MIsuse of TINs. If me requesblr disc;lQSe$ Ot uses 11,.., In ylolaJion of Federal law, the lWCIUester may be subject to Civ~ and criminal penalties.. Cat. "0. 10231X Form W-9 (Rev. 12-2000)