2017-149-E Library - Midwest Tape - hoopla Service Agreement for electronic resources

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DocuSign Envelope ID:2093CBA0-8977-4E30-9991-7852DB4E7A78 m IT PE IDW ____ LIBRARIANS MEDIA SOURCE III. FEES,PAYMENTS&REPORTING. Contract Amount. Consistent with N.C.G.S. § 159-28(a), the maximum amount payable under this Agreement is$12,000. Through the Digital Media Library Website,the Library has budget controls that will enable them to manage a fixed dollar budget of$12,000 in which not to exceed within the initial term of the Agreement. Advance. On or before the Effective Date, Orange County shall remit to Midwest Tape a one-time advance/down payment (Advance") in the amount of$ 12,000, i.e., the amount indicated in Appendix A for the Orange County's service-area population. These funds will be applied toward payment of future invoices for transactions in the Per Circulation Program, described below, unless Orange County notifies Midwest Tape on or before the Effective Date that Orange County instead prefers to use such funds to pay Midwest Tape for hoopla promotional materials, events, or communication efforts in connection with the introduction of the Service to Orange County Library Patrons. Upon written notice to Midwest Tape, Orange County may choose to send additional funds to Midwest Tape to reestablish or replenish the Advance. Per Circulation Program. Orange County shall pay Midwest Tape a Per Circulation Fee for each Circulation of a Digital Title. A"Circulation"occurs when Orange County or a Patron using the Service,via the Digital Media Application or the hoopla digital Website, selects "borrow" and thereby obtains the opportunity to access,view, stream,or temporarily download a Digital Title for a specific period of time that is terminated either (i) upon expiration of the applicable borrowing period for that Digital Title, or(ii) when the Digital Title is returned before the end of the applicable borrowing period for that Digital Title. Midwest. Tape shall be entitled to payment of a fee for each Circulation, regardless of whether the Digital Title is actually accessed, viewed, streamed, or downloaded during that circulation period. The "Per Circulation Fees"for individual Digital Titles are listed in the hoopla Library Administration Website and are subject to change from time to time. The Service allows for an unlimited number of Circulations of each of the Digital Titles that are available to Orange County Library's Patrons, so that multiple Patrons may access the same Digital Title(s) simultaneously via multiple transactions. Invoicing and Payment. Midwest Tape will invoice Orange County by Invoice Period. "Invoice Period" means a calendar monthly period, recorded in UTC time, in which Circulations occur. Payment of each invoice will be due within thirty(30) days from the date of the invoice. During any period in which Midwest Tape is holding an Advance from Orange County, Midwest Tape will apply the Advance funds toward payment of the invoice upon issuance. If Orange County has any remaining Advance funds on account upon expiration or termination of this Agreement, Midwest Tape will notify Orange County and refund any unencumbered and unapplied monies upon Orange County's written request. Reporting. Through the hoopla Library Administration Website,Orange County will have access to certain reports summarizing Patron usage, circulation data, and purchase activity for the Digital Titles. Taxes. Orange County is required to provide a sales tax exemption certificate, if applicable, to Midwest Tape as part of the on-boarding process. If Orange County is not exempt or does not do so, Midwest Tape will add (and collect) sales taxes to any purchases made pursuant to this Agreement. IV. TERM AND TERMINATION. Term. The term of this Agreement (the "Term") begins on the Effective Date and continues for a period of 24 months thereafter. Upon expiration of the Term, this Agreement will automatically renew and the Term will be extended for successive renewal periods of 12 months (each a"Renewal Term"), unless either Party has provided written notice of non-renewal to the other party at least,sixty(60) days prior to the end of the Term. 2/2016U Page 4