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Item C19 C19 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE i Mayor Holly Merrill Raschein,District 5 The Florida Keys Mayor Pro Tern James K.Scholl,District 3 Craig Cates,District 1 Michelle Lincoln,District 2 ' David Rice,District 4 Board of County Commissioners Meeting July 17, 2024 Agenda Item Number: C 19 2023-2621 BULK ITEM: Yes DEPARTMENT: Library System TIME APPROXIMATE: STAFF CONTACT: Anne L. Rice N/A AGENDA ITEM WORDING: Approval to increase the annual not to exceed annual amount up to $300,000 in library funds for the remaining portion of the 2024 fiscal year and the same amount for the upcoming 2025 fiscal year for the purchase of eContent lending materials from OverDrive, Inc. and authorize Michael Nelson and Kimberly Matthews to execute individual invoices. ITEM BACKGROUND: The Monroe County Public Library system delivers print and digital material to the community in accordance with Florida Statute Sec. 257.25 which states, "Free library service shall constitute as a minimum the free lending of library materials that are made available for circulation and the free provision of reference and information services." This highly-requested digital content includes eBooks, eAudiobooks, streaming video, and online news as a complement to our traditional print titles. OverDrive, Inc. is the sole provider of digital content for the Kindle suite of devices to public libraries. Monroe County entered into the appropriate sole source Agreement with OverDrive, Inc. in February 2022, and that documentation is attached. The initial term was for two years with an automatic renewal thereafter unless properly terminated. As new titles are released and public demand increases, the Library seeks approval to continue to purchase content from OverDrive, Inc. using the library materials budget's multiple cost centers. Over the entire fiscal year there will likely be 250+ invoices that may range from $50 to thousands of dollars. Due to the increase demand for such services, cumulatively, these invoices may exceed the initial approved budget amount of$220,000. With f these purchases spanning throughout the fiscal year, the Library now seeks approval of delegation of the purchasing authority to Michael Nelson and Kimberly Matthews to sign individual invoices, in the cumulative value of a not to exceed amount of$300,000. Staff seeks this increase from $220,000 to $300,000 for the remainder of the 2024 fiscal year and for approval of the same not to exceed annual amount of $300,000 for the 2025 fiscal year with both Michael Nelson and Kimberly Matthews authorized to execute invoices. PREVIOUS RELEVANT BOCC ACTION: 904 2/16/22 - BOCC approved an agreement with OverDrive, Inc. for the Monroe County Public Library system to access and use their digital media platform to provide access to eContent purchased through and licensed by OverDrive. The agreement was for 2 years with auto-renewal at the end of 24 months at a cost of$12,000 per year with$6,000 of material purchase credit. Approval was given initially to expend up to $220,000 in library funds for the purchase of eContent lending materials from Overdrive, Inc. and approval of delegation of the purchasing authority to Kimberly Matthews to sign individual invoices for the Library's digital material collection. Numerous approvals dating to June 2011 INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: Increase the annual not to exceed amount under the Agreement to $300,00 for the remaining portion of the 2024 FY and approve the same amount for the 2025 FY with purchase authority given to Michael Nelson and Kimberly Matthews. STAFF RECOMMENDATION: Approval DOCUMENTATION: Agreement with Overdrive 2022.pdf OD_solesource.pdf FINANCIAL IMPACT: Effective Date: 7/17/2024 Expiration Date: Term renews automatically unless terminated by the parties. The annual renewal date is February 1, 2025. Total Dollar Value of Contract: $300,000 annually if approved Total Cost to County: Will not exceed $300,000 if increase is approved Current Year Portion: All in FY24 Budgeted: Yes Source of Funds: Multiple Cost Centers not to exceed $300,000 total over the FY24 and FY 25 CPI: NA Indirect Costs: None Estimated Ongoing Costs Not Included in above dollar amounts: None 905 Revenue Producing: No If yes, amount: Grant: No County Match: None Insurance Required: No Additional Details: Multiple cost centers are utilized in payment of the invoices in an anticipated not to exceed $300,000 amount for the remainder of FY2024 and for FY2025. 906 ?�10 wU•R•Td 4 °°°°zE Kevin Madok, cPA of g • Clerk of the Circuit Court& Comptroller—Monroe County, Florida ........ DATE: March 3, 2022 TO: Kimberly Matthews, Sr. Director of Strategic Planning&Libraries ATTN: Lisa Booker, Library Business Manager FROM: Pamela G. Hanco�*. SUBJECT: February 10h BOCC Meeting Attached is a copy of the following item for your handling.: C12 Agreement with Overdrive, Inc. for the Monroe County Public Library System to access and use their digital media platform to provide access to eContent purchased through and licensed by Overdrive, Inc.The agreement is for two years, at a cost of$12,000.00 per year,with $6,000.00 of material purchase credit. And granted approval to expend up to $220,000.00 in library funds for the purchase of eContent lending materials from Overdrive, Inc.; and granted approval of delegation of die purchasing authority to Kimberly Matthews to sign individual invoices for the Library's digital material collection, the cumulative value of which will not exceed $220,000.00.This cost is already budgeted in the library's materials cost centers. Should you have any questions please feel free to contact me at(305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 907 305-294-4641 305-289-6027 305-852-7145 305-852-7145 IMONROE COUNTY ATTORNEY r� of rive �. JAIVIESM ENAAR AS*SISTJftT69UNTY, OverDrive Digital Library Reserve Order Form Date: o'ri 3 241S•02: S00 Library Information Name of Library:Monroe County Public Library System Address: 700 Fleming Street City,State/Province,Postal Code:lie W esi- , ir L 33O-4p Country: U.S. PFimary.Contact: Name: h>n i.4� Title: A sV%sk&^1- V.c"i--Supper}- Se r A U-5 Telephone: 5o5- 29Z- 35gAj Email: r;�e 0.r►r ®tv►onro�cown�y—�1• oV Accounting Contact(all invo►ces will be emailed.to"the contact 1►sted below): _ Name: An"e. R,ce— Title: Ass;s�w� 12irec.3rot - 5a •r+ se-c-Ae- s, Telephone: 3p5 -29Z- 359 jj Email: ;mot_ o,,,�� e�•e„woe.ce�•+� —fir 1 . ov Bill To Address: 00 V I S City,State/Province,Postal Code: t lori da.. 304:o Country: U s, LJ OverDrive sends emails about promotions,new-products and services: By checking this box,you consent to receiving OverDrive's communications and'oromotional emails to-your Primary Contact email address. These emails also include an easy method to manage your subscription(s),including unsubscribiog to future emails. Annual Fee My Library will be invoiced an Annual Fee of$12,000(USD)within thirty(30)'-days from the start of the Term. The Annual Fee includes an allocation of$6,000(USD)to use toward the selection of Digital Content. In addition to the Annual Fee, Library requests to be invoiced in the amount of$ (USD)to be put on deposit with OverDrive for future Digital Content purchases. All payments due to OverDrive under this Agreement are due within thirty(30)days of presentation of invoice. QverDrive Terms and Conditions: The Term of this Agreement shall be for a twenty-four(24)month term,commencing on February 1,2022. This Agreement shall automatically renew for successive terms of twelve(12) months unless.either party provides wriitt-eg. notice of intention not to renew ninety(90)days prior to the expiration of the then-current term. F�, f OverDrive Digital Library Reserve is licensed pursuant to the OverDrive Digital Library Reserve Access Agreement, ' attached hereto,the terms of which are incorporated herein.Upon the start.of the Term,this OverDrive-Digital Library Reserve Order Form will supersede and replace the previous Digital Library Reserve Content Sergi Plan - Application Services Agreement executed by and between OverDrive and Library. Acknowledeementand Acceotance: OnUOlfal�y"o�may Library,I represent and warrant that I have the authority to enter into this Agreement and my signature w' dica @s; y Library's agreement and acceptance of the OverDrive,Digital Library Reserve Access Agreement. �.15 % BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA �Bygsi nauure M Title Mayor David Rice 1►GATT S - p ADOK, C RK °aName:Print Date eR;, s Deputy Clerk ©2022 OverDrIve,Inc. One OverDrive Way Cleveland,OH 44125 N+1216-573-6886 F:+1216-573-6889 page 1.of 7 908 verDriv Di i al Librgoj Leature§in lu e*d with Annu 1 F es Co Ilection _ _ __.._ __... _._ . ...___w_ __.._ _,....__,r. Thousands of classic ebooks from Project Gutenberg—free Web-based staff training to use collection development tools in OverDrive's Marketplace catalog of popular&educational ebooks,audlobooks,digital magazines&video Services Library-branded website plus system-wide updates Authentication options Web based staff training lead by expert trainer(live) _.,. Web-based staff training—access to online Learning Center(recordings) Reporting module Customizable marketing resources to promote service to staff and community both inside& outside the library Secondary-level user support Technology u. _.... _ ... . ._ . .. _.. OverDrive apps for ebooks,audiobooks,video Support for KindleO(US only),iPad",plus all major devices Configuration and license fee Third-party licenses for digital rights management Maintenance,hosting&support services Bandwidth for all downloads Please complete this order farm and return by email to your OverDrive Account Manager. Thank you for your order! D2022 OverDrive,Inc. • One OverDrive Way Cleveland,OH 44125 P:+1 216-573-6886 • F +1216- 73-6889 page 2 of 7 909 diver Digital_UibraM-Reserve Access,Agreement 1. Digital Library Reserve Application Services 1.1 OverDrive will create and host a Library Website for Library's use of the Application Services. OverDrive shall provide the Application Services to the Library under the terms of the Order Form and this Access Agreement(collectively referred to as the"Agreement"). 1.2 OverDrive shall create an account in OverDrive's content selection platform, OverDrive Marketplace,for Library to select Digital Content to make available at the Library Website to Authorized Patrons and to access reports. 1.3 OverDrive will use commercially reasonable efforts to make the Application Services perform substantially in accordance with the terms herein. From time to time, OverDrive may make modifications or updates to the operation, performance, or functionality of the Application Services as it sees fit or as required by OverDrive's suppliers. Library may be required to complete additional forms, documents or other associated materials provided by OverDrive. Library shall use commercially reasonable efforts to complete the documents in a timely manner. 1.4 OverDrive will use commercially reasonable efforts to provide Secondary Support to Library. 1.5 OverDrive shall have sole discretion to approve any and all libraries that seek to participate in Library's DLR Service, as well as approve any other terms and conditions related to such expansion of the DLR Service to additional libraries. OverDrive shall have sole discretion to honor any prior version of an order form, participation form or related material completed by Library. OverDrive may require Library to complete an updated version of the same. 1.6 If Library seeks a modification of the Application Services or integration of the Application Services beyond those offered on the Order Form, the Parties shall cooperate to agree on the specifications for the additional services and any associated terms and conditions. 1.7 Nothing under the Agreement grants any right to Library to the use of, or access to, any Application Services source code. Library does not have the right to reproduce the Application Services,to distribute copies or versions of any modules of the Application Services to any third parties including its Authorized Patrons, or to make and/or sell variations or derivative works of the Application Services. Sole ownership of copyrights and other intellectual proprietary rights shall remain solely with OverDrive or its suppliers, OverDrive reserves the right,at its sole discretion,to display its branding,trademarks,logos, and/or third party marketing or promotional materials on the Library Website. 2. Library Website 2.1 Library shall use commercially reasonable efforts to ensure that use of the Applications Services, the Library Website and the Digital Content are in compliance with this Agreement and with permitted uses as communicated by OverDrive to Library. Library shall use commercially reasonable efforts to prevent unauthorized use of the Digital Content from OverDrive by their users and Authorized Patrons. 2.2 OverDrive grants the Library and Authorized Patrons a non-assignable, non-transferable,limited license to use the Digital Content provided by OverDrive's suppliers for personal, non-commercial use. Authorized Patrons and/car Library may access and/or download, the Digital Content: (a) On Library-issued devices or computers with exclusive and individual unique user accounts; (b) On Library-issued devices which are circulated in accordance with the OverDrive Test Drive program; (c) On Authorized Patrons personal devices directly; Ver. May 20210 OverDrive, Inc. page 3 of 7 910 (d) On shared Library computers which employ an application that restores the computer to its original configuration after use by an individual Authorized Patron (e.g. Deep Freeze, Windows SteadyState, or other similar application);and (e) For any use consistent with the relevant fair use doctrine or similar law in your jurisdiction. 2.3 Library shall reasonably cooperate with OverDrive to limit access to the DLR Service to end users who are Authorized Patrons. In the event Library desires to provide access to the DLR Service to users other than Authorized Patrons, OverDrive reserves the right to limit availability of certain Digital Content, as may be required by supplying publishers. Online library card applications, with or without fees, that provide access, temporary or permanent,to the DLR Service to users who do not otherwise qualify as Authorized Patrons shall not be permitted. 2.4 Library represents and warrants that it will not make any representations or create any warranties, expressed or implied, concerning the Application Services and Digital Content, and will take reasonable steps to ensure that its employees, agents, and others under its direction abide by the Agreement. 2.5 Library agrees to perform Primary Support for its Authorized Patrons, unless Library has completed the Front Line Tech Support Order Form and paid for Front Line Tech Support services. OverDrive will provide Library with training and documentation for Library's provision of Primary Support. Library will cooperate with OverDrive to implement customer support practices recommended by OverDrive, including but not limited to directing Authorized Patrons to OverDrive-supplied FAQs and support pages on its Library Website. 2.6 Library shall not access the Application Services in a manner not explicitly permitted by the Agreement, including but not limited to scraping the Library Website and/or web traffic or data to and from the Library Website, intercepting, redirecting, capturing or holding OverDrive-initiated email or other electronic communications, nor shall it allow any third party to access the Application Services in a manner as described in this paragraph. 2.7 OverDrive may employ commercially reasonable efforts to monitor and maintain the availability of its Application Services, including review of traffic for request volume levels, unusual behaviors or patterns, attempts to create a denial of service response, and/or excessive or abusive usage as determined by OverDrive, in its sole discretion. 3. Payments 3.1.1 Payment will be made pursuant to Local Government Prompt Payment Act 218.70, Florida Statutes. 3.1.2 If OverDrive duties, obligations and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to OverDrive may be adjusted, upon mutual agreement by and between OverDrive and Library. 3.1.3 As a condition precedent for any payment due under this Agreement, OverDrive shall submit monthly, unless otherwise agreed in writing by the Monroe County Board of County Commissioners ("BOCC"), a proper invoice to the BOCC requesting payment for goods and services properly rendered and reimbursable expenses due hereunder. The OverDrive invoice shall describe with reasonable particularity the goods and service rendered. The OverDrive invoice shall be accompanied by such supporting documentation or data in support of expenses for which payment is sought that is acceptable to the Monroe County Clerk of the Circuit Court and Comptroller ("Clerk")based on generally accepted account principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. 3.2 This Agreement is a commitment of the current revenues of the Library. If Library's governing body or similarly related entity fails to appropriate sufficient funds in any fiscal year for payments due under this Agreement,then a non-appropriation event shall be deemed to have occurred. If a non-appropriation event occurs, (1) Library shall give OverDrive immediate notice of such non-appropriation event and provide written evidence of such failure by Library's applicable governing body and (2) on or before sixty (60) days from OverDrive's receipt of notice of non-appropriation,the parties shall cooperate to determine an appropriate course of action as it relates to the OverDrive services provided under this Agreement. In the event that after such sixty (60)day period, no determination is reached on payment and continued provision of services is not Ver. May 20219 overDrive,Inc. page 4 of 7 911 possible, then the Agreement and all services hereunder shall terminate on the first day of the fiscal year in which funds are not appropriated. 4. Term and Termination 4.1 The Term of the Agreement shall be governed by the OverDrive Digital Library Reserve Order Form between OverDrive and Library. 4.2 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. 43 Upon termination of this Agreement,the access granted to Library by this Agreement shall be terminated immediately and Library shall make no further use of all or any part of the Application Services, or any confidential information received from OverDrive. 5. Warranties 5.1 The parties represents and warrants to that each has the necessary permissions, ownership and intellectual property rights and licenses related to performance under this Agreement. 5.2 THE WARRANTIES SET FORTH UNDER THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN NO EVENT SHALL OVERDRIVE BE LIABLE TO LIBRARY OR ITS AUTHORIZED PATRONS AND OR END USERS 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 OR USE OF THE APPLICATION SERVICES. IN NO EVENT SHALL OVERDRIVE'S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT RECEIVED BY OVERDRIVE UNDER THIS AGREEMENT. 6. General Terms 6.1 Confidential Information. The parties acknowledge that each will receive confidential information from the other relating to the Application Services, technical and operational affairs of the other. Subject to any state and/or federal laws and regulations permitting public access to documents and information that are considered public,each party agrees that all confidential information of the other party shall be held in confidence and shall not be disclosed to any third party. Library shall not share its passwords and login credentials of Library's account in OverDrive's content selection portal with anyone, including any third party. Library shall take reasonable steps to prevent unwarranted intrusion into such information. 6.2 Taxes. Library shall at its own expense comply with all applicable laws in connection with the use of the Application Services, The payment obligations under this Agreement are exclusive of any federal, state, municipal or other governmental taxes, sales taxes, excise taxes or tariffs now or hereafter imposed on the production, storage, sale,transportation, import, export, licensing or use of the Application Services, 6.3 No Waiver. The failure of either party to exercise any right or the waiver of 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. 6.4 Notice. All notices required to be given pursuant to the Agreement shall be in writing and shall be deemed to have been given, if sent by registered or certified mail, return receipt requested, postage prepaid, addressed to OverDrive at its' current address, Attention: General Counsel or addressed to Library at the address provided on the Order Form, Attention: Primary Contact (as designated on the Order Form), or as otherwise agreed by the parties. 6.5 Assignment, OverDrive may assign this Agreement. This Agreement may not be assigned by Library, nor any duty hereunder delegated by Library without the prior written consent of OverDrive,which shall not be unreasonably withheld. 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. Ver.May 2021 Z OverDrive, Inc. page 5 of 7 912 0.6 Entire Agreement. The Order Form and this Access Agreement constitutes the entire Agreement and understanding of the parties and supersedes all prior and contemporaneous Aon*ements, uodarstandinge, negotiations and propoeo|s, 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. OverDr|\emay modify the Order Form and Access Agreement from time to time. QJ All Disputes Arising From the Agreement. This Agreement 3ho}| be governed bv the laws ofthe State of Ohio, United States of America without naQon1 to any conflict of laws principles. Any dispute regarding this Agreement or the relationship that has been established by this Agreement shall be brought in the state or federal courts residing in the State of Ohio, USA, and the local laws of Ohio will apply to any such action related to the above. Both parties submit to venue and jurisdiction in these courts. 7' Definitions As used throughout the Agreement, the following definitions shall apply: 7.1 "Application Services" or~DLR Gerwioo° shall mean the Libnary\Aebsito and digital content distribution service provided to Library, which utilize OverDrive and other third party technologies and services. 7.2 "Authorized PatrVn(s)' mbaU mean those individuals who provide proof of nanidenny, ownership of property, emmokovment, or enrollment in school or similar institution in the Library's service area and which the Library authorizes Lo download and/or access Digital Content from the Library\Nebsitaorotherwise utilize the Application 8on/ioeu. 7.3 "Digital Content" shall mean the digital titles (e.g. eBooks, audinbnokm, magazines and video) made available from Over[)rk/eatthe LibmGryWebsite. 74 "Library" shall mean the organization or entity identified in the Library Information section of the Order Form. 7.5 "Library \Nebmihe~ shall mean the Internet-based application hosted and operated by Over[}dw9 that provides Authorized Patrons access to Digital Content. 7.8 "Order Form"shall mean the Oved]Mve Digital Library Reserve Order Form completed bv the Library. 7.7 ~OverDhxe"shall moamOver]rivg, |oo.. aDelaware Corporation, and its subsidiaries and affiliates. 7.8 °PrinmarySuppmrf' shall mean the services provided bv Library tn its Authorized Patrons for its day-bo- doyhe!p. nuppnrt,techmioo| midandotheroanistanceforthe|ruseoftheL|bmaryVVebaite and Digital Content. 7.0 "SeoondarySmpporr' shall mean the technical support services provided byQvad]riveto Library inthe English language, including reasonable efforts to assist Library in providing Primary Support. 0'1 PUBLIC ACCESS. PublicRecords Compliance, Over[}rive must comply with Florida public naoomdo |eume, including but not limited tn Chapter Y19. Florida Statutes and Section 24ofarticle Iof the Constitution of Florida. The County and OmarDhve shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other"public record" materials in its possession or under its control subject to the provisions of Chapter 118. Florida Statutes, and made nr received bv the County and OV8[Drivein conjunction vviththlo contract and related to contract performance. The County shall have the right b} unilaterally cancel this contract upon violation of this provision byOverOrive. Failure ofOverDrivobo abide bv the terms ofthis provision shall bedeemed a material breach of this contract and the Board nf Monroe County Board uf Commissioners ('Cnunty")may enforce the terms m0this provision |n the form ofecourt proceeding and eheU' as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. OverDrive is encouraged to consult with its advisors about Florida Public Records Law in order 10 comply with this provision. Pursuant toF.G. 119.0701 and the terms and conditions ofthis contract, OVerDhx8iorequired Vec May 2Q210OxerDr|ve, Inc. page 6 of 913 to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if OverDrive does not transfer the records to the County. (4) Upon completion of the contract,transfer, at no cost, to the County all public records in possession of OverDrive or keep and maintain public records that would be required by the County to perform the service. If OverDrive transfers all public records to the County upon completion of the contract, OverDrive shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If OverDrive keeps and maintains public records upon completion of the contract, OverDrive shall meet all applicable requirements for retaining public records.All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5)A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify OverDrive of the request, and the CONTRACTOR must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If OverDdve does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by OverDrive. An OverDrive employee or agent who willfully and knowingly fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. OverDrive shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES,TO THE CONTRACTOR 'S DUTY TO PROVIDE PUBLICRECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE; 305-292- 3470 B RADLEY-BRIAN@MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12THStreet, SUITE 408, KEY WEST, FL 33040. Ver. May 20210 OverDrive, Inc. Page 7 of 7 914 January 14, 2022 OverDdva Monroe County Public Library System 700 Fleming Street Key Largo, FL 33040-6828 RE: OverDrive as a sole source provider To Whom it May Concern: OverDrive uniquely provides a series of services and digital content materials that enable public libraries to lend popular audiobooks, eBooks, streaming video, digital magazines and other digital content via the library's website on a single platform. Uniquely available only from OverDrive as a sole source provider, we offer a system that combines: • A customized website service and the award-winning Libby app for accessing and downloading digital materials integrated with the library's ILS system for real-time patron authentication • OverDrive offers the ability for increasing cooperation with local schools by adding student authentication to the public library's digital catalog • OverDrive is the only digital library lending provider that offers downloads in the Kindle format and compatibility with all generations of the Amazon Kindle, the most popular and widely used eReading device on the market • OverDrive uniquely offers a Local Content feature for libraries, providing the ability to upload locally produced and self-published digital content into the platform for lending to their patrons, with lending policies set by the library • Download eBooks capable of operating on portable devices such as iPads, Chromebooks, Windows Mobile, as well as all generations of Amazon Kindle (exclusive to OverDrive) • Digital magazines available through Zinio (exclusive to OverDrive) • Online music lessons from master musicians available through ArtistWorks (exclusive to OverDrive) • Educational, continuing education, and professional development courses available through Universal Class (exclusive to OverDrive). • OverDrive's proprietary browser-based formats (OverDrive Read and OverDrive Listen) are the industry's only browser-based formats that can cache the content for offline usage and does not require active internet connection to read/listen to the digital content • OverDrive uniquely offers a multi-lingual user interfaces option for the patron to choose from directly on the patron-facing website, with over a 15 different language options available • OverDrive APIs, available via the OverDrive Developer Portal, allow for deep integration of digital content with library discovery tools • Control for the library to set digital book lending policies and manage access and usage of materials, as well as a "Recommend to Library"feature for patrons to submit purchase suggestions • Download audiobooks with accessibility features for the blind and visually impaired • OverDrive MP3 Audiobooks compatible with MAC/OS, iPods and other Apple devices As a result of the combination of the above referenced items, as well as OverDrive, Inc.'s continued innovation, library market leadership, proven success and secret processes, OverDrive, Inc. is the sole vendor to offer these unique services and sought-after materials. Please do not hesitate to contact me for further information. Very truly yours, w Steve Potash, CEO OverDrive, Inc. spotash@overdrive.com " ,r'oHd I k adq�tartors One OverlDrive Way I C:Ir rr6ai d, Ohio 44121i USA 1" 1:1 216 'ie""C 6886 F 1:1 216 ';b73.6888 I www overdrive coin 915 Liz Yongue From: Gomez-Krystal <Gomez-Krystal@MonroeCounty-FL.Gov> Sent: Thursday, July 11, 2024 1:38 PM To: Ballard-Lindsey; County Commissioners and Aides; Kevin Madok; Pamela G. Hancock; Senior Management Team and Aides; Liz Yongue; InternalAudit Cc: Gastesi-Roman; Shillinger-Bob; Williams-Jethon; Cioffari-Cheryl; Livengood-Kristen; Rubio-Suzanne; Pam Radloff; County-Attorney; Allen-John; Danise Henriquez; Hurley- Christine; Rosch-Mark; Gambuzza-Dina; Beyers-John; InternalAudit; Kevin Madok; Valcheva-Svilena Subject: Item C19 BOCC 07/17/2024 REVISED ITEM WORDING. Attachments: AIS 2621 C19.pdf Good Afternoon, Please be advised, the agenda item wording has been revised for item C19. "Approval to increase the annual not to exceed annual amount up to $300,000 in library funds for the remaining portion of the 2024 fiscal year and the same amount for the upcoming 2025 fiscal year for the purchase of eContent lending materials from OverDrive, Inc. and authorize Michael Nelson and Kimberly Matthews to execute individual invoices. Onl one ne signature is necessa Sincerely, Executive Administrator Monroe County Administrator's Office 1100 Simonton Street, Suite 2-205 Key West, FL 33040 (305)292-4441 (Office) (305)850-8694(Cell) Courier Stop#1 Notary Public w.r o n r y e c_ u�n1y:�:V_e.gpy i».c z..- Y .�.. _rn groecou�_n�.Y..-.�..:.i» .Y. PLEASE NOTE: FLORIDA HAS A VERY BROAD RECORDS LAW. MOST WRITTEN COMMUNICATIONS TO OR FROM THE COUNTY REGARDING COUNTY BUSINESS ARE PUBLIC RECORDS AVAILABLE TO THE PUBLIC AND MEDIA UPON REQUEST. YOUR EMAIL COMMUNICATION MAY BE SUBJECT TO PUBLIC DISCLOSURE. 1 C19 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE i Mayor Holly Merrill Raschein,District 5 The Florida Keys Mayor Pro Tern James K.Scholl,District 3 Craig Cates,District 1 Michelle Lincoln,District 2 ' David Rice,District 4 Board of County Commissioners Meeting July 17, 2024 Agenda Item Number: C 19 2023-2621 BULK ITEM: Yes DEPARTMENT: Library System TIME APPROXIMATE: STAFF CONTACT: Anne L. Rice N/A AGENDA ITEM WORDING: Approval to increase the annual not to exceed annual amount up to $300,000 in library funds for the remaining portion of the 2024 fiscal year and the same amount for the upcoming 2025 fiscal year for the purchase of eContent lending materials from OverDrive, Inc. and authorize Michael Nelson and Kimberly Matthews to execute individual invoices. Only one signature is necessary. ITEM BACKGROUND: The Monroe County Public Library system delivers print and digital material to the community in accordance with Florida Statute Sec. 257.25 which states, "Free library service shall constitute as a minimum the free lending of library materials that are made available for circulation and the free provision of reference and information services." This highly-requested digital content includes eBooks, eAudiobooks, streaming video, and online news as a complement to our traditional print titles. OverDrive, Inc. is the sole provider of digital content for the Kindle suite of devices to public libraries. Monroe County entered into the appropriate sole source Agreement with OverDrive, Inc. in February 2022, and that documentation is attached. The initial term was for two years with an automatic renewal thereafter unless properly terminated. As new titles are released and public demand increases, the Library seeks approval to continue to purchase content from OverDrive, Inc. using the library materials budget's multiple cost centers. Over the entire fiscal year there will likely be 250+ invoices that may range from $50 to thousands of dollars. Due to the increase demand for such services, cumulatively, these invoices may exceed the initial approved budget amount of$220,000. With f these purchases spanning throughout the fiscal year, the Library now seeks approval of delegation of the purchasing authority to Michael Nelson and Kimberly Matthews to sign individual invoices, in the cumulative value of a not to exceed amount of$300,000. Staff seeks this increase from $220,000 to $300,000 for the remainder of the 2024 fiscal year and for approval of the same not to exceed annual amount of $300,000 for the 2025 fiscal year with both Michael Nelson and Kimberly Matthews authorized to execute invoices. 1 PREVIOUS RELEVANT BOCC ACTION: 2/16/22 - BOCC approved an agreement with OverDrive, Inc. for the Monroe County Public Library system to access and use their digital media platform to provide access to eContent purchased through and licensed by OverDrive. The agreement was for 2 years with auto-renewal at the end of 24 months at a cost of$12,000 per year with$6,000 of material purchase credit. Approval was given initially to expend up to $220,000 in library funds for the purchase of eContent lending materials from Overdrive, Inc. and approval of delegation of the purchasing authority to Kimberly Matthews to sign individual invoices for the Library's digital material collection. Numerous approvals dating to June 2011 INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: Increase the annual not to exceed amount under the Agreement to $300,00 for the remaining portion of the 2024 FY and approve the same amount for the 2025 FY with purchase authority given to Michael Nelson and Kimberly Matthews. STAFF RECOMMENDATION: Approval DOCUMENTATION: Agreement with Overdrive 2022.pdf OD_solesource.pdf FINANCIAL IMPACT: Effective Date: 7/17/2024 Expiration Date: Term renews automatically unless terminated by the parties. The annual renewal date is February 1, 2025. Total Dollar Value of Contract: $300,000 annually if approved Total Cost to County: Will not exceed $300,000 if increase is approved Current Year Portion: All in FY24 Budgeted: Yes Source of Funds: Multiple Cost Centers not to exceed $300,000 total over the FY24 and FY 25 CPI: NA Indirect Costs: None 2 Estimated Ongoing Costs Not Included in above dollar amounts: None Revenue Producing: No If yes, amount: Grant: No County Match: None Insurance Required: No Additional Details: Multiple cost centers are utilized in payment of the invoices in an anticipated not to exceed $300,000 amount for the remainder of FY2024 and for FY2025. 3