WCCLS - Library Services Agreement 2011-2016 o� IUSop
Public Library Services Agreement 2016
Public Library Services Agreement
This Agreement is made by and between Washington County, a home rule
subdivision of the State of Oregon hereinafter referred to as"County",on behalf of
Washington County Cooperative Library Services,hereinafter referred to as "WCCLS,"
and the Cities of Banks, Beaverton,Cornelius,Forest Grove, Hillsboro,North Plains,
Sherwood,Tigard, and Tualatin, and Aloha Community Library Association,Cedar Mill
Community Library Association and Garden Home Community Library Association,
hereinafter referred to as "Contractor(s)." County and Contractors are collectively known
as"the Parties." WHEREAS,Washington County has approved funding for countywide
library services including non-fee access by County residents to public libraries operated
by Contractors; and
WHEREAS the Parties originally entered into this Agreement in 1976 and the
Agreement has had subsequent amendments and renewals including the last one entered
into on June 21,2011 (MO#11-165); and
WHEREAS,the Parties to this Agreement are either units of local government
empowered by ORS 190.010 to enter into an intergovernmental agreement or are private
non-profit agencies operating public libraries; and
WHEREAS,the Parties desire to maintain and provide residents of Washington
County with access to quality public library services and Contractors can provide such
access and services.
NOW,THEREFORE, in consideration of the mutual covenants contained herein,
the Parties agree as follows:
1. DEFINITIONS
The following definitions shall be used in this Agreement:
A. WCCLS (Washington County Cooperative Library Services)—An agency
of County government that exists to coordinate,contract for or provide a
full range of library and information services to all residents of the county.
B. WCCLS Information Network—The system that includes: the shared
integrated library system software(circulation,public access catalog,
cataloging, serials control and acquisitions software);the WCCLS.org
website and its resources;other databases and e-content provided by
WCCLS for Contractors' staff or public access;wireless Internet access
for the public; central site hardware and software; software,hardware or
peripheral products provided to Contractors and supported by WCCLS;
and the telecommunications network linking Contractors to the system and
for Internet access.
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Public Library Services Agreement 2016
C. Qualified Borrowers—All Washington County residents,residents of
counties or cities with which Washington County has reciprocal
borrowing agreements,and paying card holders.
D. West Slope Community Library-The public library that is a department
of WCCLS and managed by the County. For purposes of this Agreement,
West Slope is a Contractor.
E. Oregon Public Library Statistical Report—The report mandated by ORS
357.520,containing statistics and provided on an annual basis to the
Oregon State Library via a reporting format determined by the State
Library. Report data is typically due October 1 of each year.
F. WCCLS Executive Board—the board established to advise the Board of
County Commissioners and the Cooperative Library Services Director on
matters pertaining to the funding for countywide library services,
distribution of financial resources by WCCLS for the provision of
countywide public library services, and long term governance and funding
strategies.
G. WCCLS Policy Group—the Board established to provide technical and
professional support and advice to the WCCLS Executive Board,to
develop and implement policies and procedures for delivery of
countywide public library services,and to advise the Cooperative Library
Services Director.
2. TERM OF AGREEMENT
This Agreement shall be in effect from July 1,2016 through June 30, 2021,
except as otherwise provided in Section 11 of this Agreement.
3. FUNDS
As compensation to Contractor for the services to be provided pursuant to this
Agreement,WCCLS agrees to distribute funds to Contractor on the basis set forth
in Section 5 and the Payment Schedule set forth in Section 7.
By receipt of funds from WCCLS each Contractor agrees to expend those funds
to provide library services according to Contractor's established policies, and to
ensure that Contractor's library facilities are open for public use by all Qualified
Borrowers. Contractors must spend all funds received from WCCLS on the
provision of library services.
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Public Library Services Agreement 2016
4. MINIMUM OPERATING REQUIREMENTS
By receipt of funds form WCCLS each Contractor agrees that Contractor's library
facilities will be open to the public at least 45 hours per week, and to employ at
least one full-time employee who will serve as the primary contact with WCCLS.
5. FUNDING DISTRIBUTION
A. WCCLS shall determine the total payment to be made to each Contractor
duringthe term of this Agreement b using the method set forth rth in this
!�' Y g
Section and based on figures set forth in EXHIBIT A"Funding
Distributions."
B. Payments to Contractors shall be budgeted in three(3)funding n distribution
pools.
1. Pool One. If the countywide assessed value increases at least 3%
annually, for FY2016-17 the total amount in Pool One shall be
$23,313,017 as identified in EXHIBIT A.Thereafter, if
countywide assessed value increases at least 3%annually
Contractors shall each receive increases of 3%on an annual basis
for the Term of this Agreement.
2. Pool Two.After actual County assessed valuation,tax levies and
taxes are certified, County will determine WCCLS revenue which
is subject to adjustment to actual revenue. WCCLS will use the
WCCLS actual revenue to first fully fund Pool One distributions
and budgeted WCCLS support and outreach services,including the
Jump Start Operating Fund. WCCLS may then allocate additional
funds to Pool Two. The WCCLS Executive Board shall
recommend whether funds from Pool Two shall be distributed to
Contractors, and if so,on what basis. Typically,the WCCLS
Executive Board shall make the recommendation in February of
each year. Any distribution of funds from Pool Two shall be
distributed on a separate schedule from Pool One.
3. Jump Start Operating Fund. WCCLS shall create a third funding
pool and use funds from this pool to support Contractors that
physically expand a library building or add a new library branch
during the term of this Agreement. Funds shall be allocated to
support the operations of said expansions. WCCLS shall allocate
funds through an application process created by the WCCLS
Executive Board. Funds from this third funding pool will be added
to the Contractor's Pool 1 base allocation at the beginning of the
next Agreement term.
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Public Library Services Agreement 2016
6. ADJUSTMENTS IN PAYMENTS
A. WCCLS may adjust payments if funding for payments noted in 5.B.1 is
less than projected. WCCLS will reduce amounts paid to each Contractor
in an amount proportionate to each library's percentage of the total
amount available for payment.
B. WCCLS shall notify the Contractors in writing of any adjustments under
this Section after the County adopts the budget for the subsequent fiscal
year. If reductions in revenue are necessary after the beginning of a fiscal
year, County shall give sixty(60)days notification to Contractors,if
possible.
7. PAYMENT SCHEDULE
A. WCCLS shall make payments to those Contractors that are cities as
follows:
1. 80% (eighty percent)of the total annual payment shall be made on
or before December 31; and
2. 20% (twenty percent) of the total annual payment shall be made on
or before April 15.
B. Notwithstanding paragraph 7.A above, a city not formerly a party to a
Public Library Services Agreement with WCCLS,that establishes a public
library and becomes a party to this Agreement, shall be entitled to receive
payment on a monthly basis during the term of this Agreement. The
monthly payment shall be 1/12 of the total annual payment. In addition,
WCCLS agrees that any city to which this subsection applies shall be
entitled to receive monthly payments for the entire term of any renewal or
successor agreement to which it becomes a party,provided funds are
available.
C. WCCLS shall make payments to those Contractors that are community
libraries,specifically Aloha Community Library Association, Cedar Mill
Community Library Association, Garden Home Community Library
Association and the West Slope Community Library,on a monthly basis.
The monthly payment shall be 1/12 of the total annual payment.
8. SPECIAL LIBRARY FUND
County, on behalf of WCCLS, shall maintain a Special Library Fund that shall
include:
A. Any remaining funds from a previous year which shall be carried over to
the next year;
B. All property tax collections made under all County library local option
levies;
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Public Library Services Agreement 2016
C. All transfers of county general funds made to WCCLS;
D. All interest earnings on the Special Library Fund, in accordance with ORS
294.080(1);and
E. Other revenues for library services.
9. SERVICES TO BE PROVIDED BY WCCLS
WCCLS agrees to provide the following central support and outreach services to
Contractors and West Slope Community Library:
A. Reciprocal borrowing with other metropolitan area public libraries and
Oregon Library Passport Program participating libraries;
B. Coordination of countywide library services among Contractors and with
regional and state library service providers;
C. Coordination of selection and purchase of shared electronic products
available through WCCLS.org,coordination of training and education for
adult services staff, coordination of countywide adult programming such
as Summer Reading,and interlibrary loan borrowing from and lending to
libraries outside of Washington County;
D. Outreach services to special populations of Washington County residents,
including,but not limited to,circulation of materials to those who cannot
get to a public library(homebound),information and education about
library-related services for child care providers and the children in their
care,Latino and other cultural communities.
E. Coordination and support of countywide youth services, including
Summer Reading Programs and shared resources, coordination of training
and education of youth services staff;
F. Courier pick-up and delivery of materials between Contractors and
provision of courier connections to regional library delivery systems;
G. Planning for long-term growth and development of countywide library
services;
H. Operation and maintenance of the WCCLS Information Network as
defined in the WCCLS Information Network Agreement; and
1. Other services to address Long Range Service Plan goals as agreed upon
by the Parties.
10. SERVICES TO BE PROVIDED BY CONTRACTORS
A. Each Contractor agrees to ensure equity of access to materials,resources
and services for all Qualified Borrowers.
B. Qualified Borrowers will not be charged a fee for the initial circulation or
renewal of library materials.
C. Each Contractor shall apply all fees and policies uniformly to all Qualified
Borrowers. Such fees may include special service and overdue fees.
D. Each Contractor shall designate a staff member who will work with
WCCLS and administer this Agreement on behalf of Contractor.
Contractor shall authorized the staff member to receive and give any
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Public Library Services Agreement 2016
notices that may be required under this Agreement. Unless otherwise
designated,this shall be the Library Director for each Contractor.
E. Each Contractor shall meet all requirements for Level 5 Libraries as
defined in the Admission of New Public Libraries to Washington County
Cooperative Library Services,as approved by the WCCLS Executive
Board May 23, 2012 and subsequent revisions.
F. Each Contractor shall abide by shared policies and procedures as agreed
upon by the WCCLS Policy Group.
G. Each Contractor shall identify its membership in WCCLS through
identification marks,and through public communications in selected
library printed materials, websites or other publicity materials.
11. RECORD KEEPING
A. WCCLS shall provide each Contractor with a copy of the County's annual
audit, upon request by Contractor.
B. Each Contractor shall provide WCCLS with a copy of Contractor's annual
audit. For purposes of this Section,the following requirements shall
apply:
1. For Contractors which are cities, the audit shall be that of the city,
and shall be supplied upon request of WCCLS.
2. For Contractors which are community libraries(specifically Aloha
Community Library Association, Cedar Mill Community Library
Association and Garden Home Community Library Association),
the audit shall be the result of an annual review of the Contractor's
financial statements made by an independent certified public
accountant in accordance with standards of the American Institute
of Certified Public Accountants, and shall be supplied by
December 31"of each year to WCCLS.
C. Each Contractor shall provide WCCLS with a copy of its Oregon Public
Library Statistical Report.
12. TERMINATION
A. County may terminate this Agreement upon sixty(60)days written notice
for a termination date no sooner than the end of the current fiscal year, if
it determines, in good faith through an open,public process,that:
1. The public interest would be served by such termination; or
2. Adequate funds are not available.
B. Each Contractor shall have the right to terminate this Agreement upon
sixty (60)days written notice,if Contractor determines, in good faith,that:
1. The public interest in its jurisdiction or area of service would be
served by such termination;or
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Public Library Services Agreement 2016
2. Appropriated funds for Contractor are less than the amount
reasonably anticipated.
C. County and each Contractor may terminate participation in this Agreement
separately, and Agreements between remainingpar-ties and Count shall
P Y
remain in effect.
D. If Contractor terminates its participation in the Agreement,the County
shall distribute funds to the Contractor prorated to the date of termination.
13. INSURANCE
Each contractor to this Agreement shall maintain comprehensive general liability
insurance or adequate reserves in a program of self-insurance covering personal
injury and property damage for the Contractors,its employees and agents. The
insurance coverage shall cover the minimum amount specified in ORS 30.271.
For Contractors which are not units of local government,certification of insurance
shall be provided to WCCLS and all such insurance coverage shall name
Washington County,its officers, employees and agents as additional insureds.
14. COMPLIANCE WITH APPLICABLE LAWS
The Parties shall comply with all local,state, and federal ordinances, statutes,
laws and regulations that are applicable to the services provided under this
Agreement.
A. Equal Opportunity Contractor shall not discriminate against its employees
(including applicants for employment)on the basis of race,color,religion,
gender, sexual orientation,national origin,disability,age,or marital status
except in case of bona fide occupational qualifications as defined and
provided by applicable federal or state law. No person shall be denied or
subjected to discrimination in receipt of the benefits of any services or
activities made possible by or resulting from this Agreement on the
grounds of race, color, religion, gender, sexual orientation,national origin,
disability, age,or marital status. Any violation of this provision shall be
grounds for cancellation,termination or suspension of the Agreement in
whole or in part by County.
B. Public Contracting Statutes ORS 279B.200 through 279B.240 and
279C.500 through 279C.870, as applicable, are incorporated herein by
reference. The Contractor agrees to:
1. Make payment promptly, as due, to all persons supplying, to
Contractor, labor or material for the performance of the work
provided for in this Agreement;
2. Pay all contributions or amounts due the Industrial Accident Fund
incurred in the performance of the Agreement:
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Public Library Services Agreement 2016
3. Not permit any lien or claim to be filed or prosecuted against the
County on account of any labor or material furnished pursuant to
this Agreement;and
4. Pay to the Department of Revenue all sums withheld from
employees pursuant to ORS 316.167.
15. INDEMNIFICATION
Each party agrees to hold harmless,defend, and indemnify each other,including
its officers,agents, and employees,against all claims, demands,actions and suits
(including all attorney fees and costs)arising from the indemnitor's performance
of this Agreement where the loss or claim is attributable to the negligent acts or
omissions of that party. If the indemnifying party is a unit of local government,
such indemnification shall be subject to the limitations of liability for public
bodies set forth in the Oregon Tort Claims Act, ORS 30.260 to 30.302, and the
Oregon Constitution.
16. DEBT LIMITATION
This Agreement is expressly subject to the debt limitation of Oregon Counties set
forth in Article XI, Section 10 of the Oregon Constitution,and is contingent upon
appropriation of funds therefor.
17. INDEPENDENT CONTRACTOR
Each party is an independent contractor with respect to each other party and has
no control over the work performed by the other. No party is an agent or
employer of another party. loo party or its employees is entitled to participate in a
pension plan,insurance,bonus,or similar benefits provided by any other party.
18. NOTICE
Each party shall give the other immediate written notice of any action or suit filed
or any claim made against that party that may result in litigation in any way
related to this Agreement.
18. COUNTERPARTS
This Agreement may be executed in several counterparts,each of which shall be
an original,all of which shall constitute but one and the same instrument.
19. CAPTIONS
Captions and headings used in this Agreement are for convenience only and shall
not be construed or interpreted so as to enlarge or diminish the rights or
obligations of the parties hereto.
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Public Library Services Agreement 2016
20. SEVERABILITY
If any section,subsection, sentence,clause,phrase or portion of this Agreement
is,for any reason,held invalid or unconstitutional by a court of competent
jurisdiction,such portion shall be deemed a separate,distinct,and independent
provision, and such holding shall not affect the validity of the remaining portions
of this Agreement unless the result of the holding is a failure of consideration of
any party.
21. AMENDMENT
This Agreement may only be amended in writing and signed by all of the Parties.
FOR THE CONTRACTOR: SWAIHIN O COUNTY:
SIGNATURE SIGNATURE
C a��9er - : �atrman Board ;
TITLLt TITLE
DATE Zo DATE—or
114
APPROXED AS FORM:
L U-I-C4
COUNTY COUNSEL
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Public Library Services Agreement, 5/6/2016 9
. Blanket Purchase Agreement 170446, 1
Type Blanket Purchase Agreement
WASHINGTON COUNTY ower 170446
OREGON Revision 1
Department of Support Services-Purchasing
Order Date 01-JUL-2016
155 N First Ave.,Suite 270,MS28 Created By Crawford, Karen
Hillsboro,OR 97124-3072 Revision Date 01-JUL-2016
Current Buyer Crawford, Karen
Supplier: City of Tigard
Public Library
13500 SW Hall Blvd
Tigard,OR 97223-8111
United States
Ship To: Coop Library Bill To: Coop Library
MS58 MS58
111 NE Lincoln Street Rm 230-L 111 NE Lincoln Street Rm 230-L
Hillsboro,OR 97124 Hillsboro,OR 97124
Customer Account No. Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via
8736 Net 30 TBD FOB
Destination
Effective Start Date Effective End Date Amount A (USD)
01-JUL-2016 30-JUN-2021 18,420,531.00
Washington County Reference Requester/Deliver To
Eva Calca no,MO 16-171,BCC 16-0733 Crawford, Karen 503-846-3234
Notes: Blanket purchase order valid through June 30,2021,unless canceled earlier.
Line Part Number/Description Quantity I UOM Unit Price Amount
(USD) (USD)
1 Authorization of Public Library Services Agreement FY
16-17 through FY 20-21 between Washington County
(Cooperative Library Services)and Member Libraries on an
open account basis to the County per County contract BCC
16-0733
Total of all Purchases must not exceed$18,420,531.00
1.This purchase order is subject to the terms and conditions attached.
2.Washington County's Federal Tax ID 93-6002316.
Authorized Signature
This purchase order is subject to the terms and conditions attached. Page 1 of 1
Aft WASHINGTON COUNTY
OREGON
This Purchase Order issued by Washington County(Purchaser),and all terms and conditions contained herein,become the
exclusive contract for this transaction,when accepted by acknowledgement or commencement of performance by Seller.
SHIPPING/INVOICE INSTRUCTIONS 14.WARRANTIES:Unless otherwise stated,all goods shall be free and clear
f any liens or encumbrances and shall be new(and,if applicable,the current
1.Unless otherwise specified,all goods shall be shipped:PREPAID,FOB model)and shall carry full manufacturer warranties.Seller warrants all goods
DESTINATION.Where shipping address indicates a room number,Seller delivered to be free from defects in labor,material and manufacture,and to be
hall deliver to that specific location at no additional charge.Where specific .n compliance with the specifications identified in this Purchase Order.All
puthorization is granted by Purchaser to ship goods FOB SHIPPING POINT, implied and express warranty provisions of the UCC are hereby incorporated
Seller shall pre-pay all shipping charges,route as instructed or if instructions by reference.Seller represents and warrants to Purchaser that Seller has the
re not provided,route by cheapest common carrier,but bill Purchaser as ower and authority to enter into and perform this Purchase Order,and that
separate item on the invoice for said charges. his Purchase Order,when executed and delivered,shall be a valid and binding
2.Goods will not be accepted if shipped C.O.D. obligation of Seller enforceable in accordance with its terms.
3.Title to the goods purchased hereunder shall pass to Purchaser at the FOB 15.COMPLIANCE WITH LAWS:Seller shall comply with all Federal,State
ESTINATION point,subject to the right of Purchaser to reject upon and local laws and regulations applicable to the goods or services purchased
inspection. under this contract.The provisions of ORS 279C.500 through 279C.870,as
applicable,are incorporated herein by reference.Damages or costs resulting
4.The Purchase Order Number and Organization Unit/Department Name from noncompliance shall be the sole responsibility of Seller.
shown on the reverse side shall appear on all invoices,correspondence,
hipping papers and packing material.Packing lists shall be enclosed in each 16.ACCEPTANCE OF TERMS:THIS PURCHASE ORDER EXPRESSLY
and every box or package shipped pursuant to this order,indicating the LIMITS ACCEPTANCE TO THE TERMS AND CONDITIONS STATED
contents therein. HEREIN.ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY
ELLER ARE OBJECTED TO AND REJECTED UNLESS OTHERWISE
5.Seller agrees to mail invoices in duplicate to the department shown under PROVIDED IN WRITING TO AND ACCEPTED IN WRITING BY
"Invoice To"on the reverse side.Seller shall provide separate invoices for PURCHASER.
each Purchase Order. 17.NONDISCRIMINATION:Seller agrees not to discriminate against any
6.On shipping papers and invoices,Seller shall state whether delivery is ustomer,employee or applicant for employment or services,because of race,
partial or complete and notify Purchaser if complete shipment cannot be made creed,color,national origin,sex,marital status,age or disability,excepting
per terms of the order. only bona fide qualifications.
7.Purchaser reserves the right to cancel any unshipped or uncompleted 18.MATERIAL SAFETY DATA SHEET:Seller agrees to send appropriate
onion of this order.Time of delivery is of the essence and the order is subject Material Safety Data sheets(MSDS)with shipment,according to all
o cancellation for failure to deliver or perform on time. applicable Federal and State laws.Seller shall include any required updates
8.No change in price,quality or goods will be recognized or accepted by with shipment.
Purchaser without prior approval by Purchaser. 19.WORKER'S COMPENSATION:Seller shall comply with ORS 656.017
for all employees who work in the State of Oregon for more than 10 days.This
GENERAL TERMS AND CONDITIONS requires Seller to provide Purchaser with certification of worker's
compensation insurance,with employer's liability in the minimum amount of
9.GOVERNING LAW:VENUE:JURISDICTION:ATTORNEY FEES:The 100,000.
laws of the State of Oregon shall govern this Purchase Order.Any action or
suit commenced in connection with this Purchase Order shall be in the Circuit 20.TERMINATION:Failure to comply with any of the terms specified
Court of Washington County.Provided,however,if the claim is brought in a ierein shall be a material breach and may be grounds for cancellation by
federal forum then it shall be conducted exclusively within the United State Purchaser.
District Court for the District of Oregon.Seller,by execution of this Purchase
Order,hereby consents to the in personam jurisdiction of these courts.The 21.AUTHORIZED SIGNATURE:Only those persons authorized by
prevailing party shall be entitled to reasonable attorney fees and costs as Purchaser may execute a binding Purchase Order.Seller is responsible for
warded by the court,including any action on appeal. ensuring that the person executing the Purchase Order is duly authorized.
10.UNIFORM COMMERCIAL CODE:As referred to in this Purchase 22•ASSIGNMENT:SUBCONTRACT:SUCCESSORS:No portion of this
rder,ORS Chapter 72,as amended from time to time("UCC"). Purchase Order may be subcontracted or assigned to any other individual,firm
r entity without the express and prior approval of Purchaser.The provisions
11.REJECTION:All goods or materials purchased are subject to approval by of the Purchase Order shall be binding upon and shall inure to the benefit of
Purchaser.Any rejection of goods or materials based on nonconformity to the he parties and their respective successors and permitted assigns.
terms and specifications of the order,whether held by Purchaser or returned,
ill be at Seller's risk and expense. 23.MERGER CLAUSE:AMENDMENT:WAIVER:This Purchase Order
onstitutes the entire agreement between the parties.There are no
12.INDEMNIFICATION:Seller shall save harmless and indemnify inderstandings,agreements,or representations,oral or written,not specified i
Purchaser for any and all claims,damages,losses and expense including,but his Purchase Order.No waiver,consent,modification or change of terms of
of limited to,reasonable attorney's fees arising out of or resulting from his Purchase Order shall bind either party unless in writing and signed by
Seller's performance of or failure to perform the obligations of this contract to uthorized individuals of both parties.The failure of Purchaser to enforce any
he extent caused by the negligence or misconduct by Seller or its employees 3rovision of this Purchase Order shall not constitute a waiver by Purchaser of
r agents,together with any patent,copyright,trademark or franchise hat or any other provision.
infringement action.
24.ANTITRUST:Seller hereby assigns to Purchaser full,finally,and in their
13.FORCE MAJEURE:Neither party to this contract shall be responsible for ntirety,all Federal and/or State antitrust claims which Seller now has or may
elay or default caused by fire,riot,acts of God or war beyond that party's iereafter acquire as a result of or in connection with any and all goods and
reasonable control.Purchaser may terminate this contract upon written notice ervices ordered hereunder.Further,Seller shall cause similar wording in favo
after determining such delay or default will impair successful performance. f Purchaser to be made a part of any and all contracts entered into with
ubcontractors or suppliers as a result of this order.Claims shall include
rice-fixing,monopolization,and any other violation of State or Federal
ntitrust law.
i I
Rev.03/2005
be--c f 1 -0'710
Public Library Services Agreement
This Agreement is made by and between Washington County, a home rule subdivision of
the State of Oregon hereinafter referred to as "County", on behalf of Washington County
Cooperative Library Services,hereinafter referred to as "WCCLS", and the Cities of
Banks, Beaverton, Cornelius, Forest Grove, Hillsboro,North Plains, Sherwood, Tigard,
and Tualatin, and the Cedar Mill Community Library Association and the Garden Home
Community Library Association, hereinafter referred to as "Contractor(s)".
WHEREAS, Washington County has approved funding for countywide library
services including non-fee access by County residents to public libraries operated by
Contractors; and
WHEREAS, the parties to this Agreement are either units of local government
empowered by ORS 190.010 to enter into an intergovernmental agreement or are private
non-profit agencies operating public libraries; and
WHEREAS, all parties are desirous of providing residents of Washington County
with access to public library services and Contractors are capable of providing such
access and services.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:
1. DEFINITIONS
The following definitions shall be used in this Agreement:
A. WCCLS (Washington County Cooperative Library Services)—An agency
of county government that exists to coordinate, contract for or provide a
full range of library and information services to all residents of the county.
B. WCCLS Information Network(formerly known as WILInet —The system
that includes: the shared integrated library system software (circulation,
public access catalog, cataloging, serials control and acquisitions
software); the WCCLS.org website and its resources; other databases
provided by WCCLS for member library or public access; central site
hardware and software; software, hardware or appliances provided to
member libraries and supported by WCCLS; and the telecommunications
network linking Contractors to the system and for Internet access.
C. Qualified Borrowers—All Washington County residents, residents of
counties with which Washington County has reciprocal borrowing
agreements, and paid card holders.
Public Library Services Agreement, 5/24/2011 1
D. West Slope Communi . Library-The public library that is a department
of WCCLS and managed by the County. For purposes of this agreement,
West Slope is treated as a Contractor..
E. Oregon Public Library Statistical Report—The report mandated by ORS
357.520, containing statistics and provided on an annual basis to the
Oregon State Library via a reporting format determined by the State
Library. Report data is typically due October 1 of each year.
F. WCCLS Executive Board—the Board established to advise the Board of
County Commissioners and the Cooperative Library Services Director on
matters pertaining to the funding for countywide library services,
distribution of financial resources by WCCLS for the provision of
countywide public library services, and long term governance and funding
strategies.
G. WCCLS Policy Group—the Board established to provide technical and
professional support and advice to the WCCLS Executive Board,to
develop and implement policies and procedures for delivery of
countywide public library services, and to advise the Cooperative Library
Services Director.
2. TERM OF AGREEMENT
This Agreement shall be in effect from July 1,2011,through June 30, 2016,
except as otherwise provided in Section 11 of this Agreement. .
3. FUNDS
As compensation to Contractor for the services to be provided pursuant to this
Agreement, WCCLS agrees to make funding distributions to Contractor on the
basis set forth in Section 4 and the Payment Schedule set forth in Section 6.
Each Contractor agrees by receipt of funds from WCCLS to expend those funds
to provide library services according to Contractor's established policies, and to
ensure that Contractor's library facilities are open for public use by all Qualified
Borrowers. Contractors must spend all funds received from WCCLS on the
provision of library services, including but not limited to operating and capital
expenditures.
4. FUNDING FORMULA
A. The total payment to be made to each Contractor during the term of this
Agreement shall be determined by the method set forth in this Section and
shall be based on the figures set forth in EXHIBIT A "Funding
Distributions".
Public Library Services Agreement, 5/24/2011 2
B. Payments to Contractors shall be budgeted in two (2) funding distribution
pools.
1. Pool One. Contractors shall each receive equal increases of 2.5%
on an annual basis for the Term of this Agreement provided
funding is available. For FY2011-12, Contractors shall receive
2.5%increases over the FY2010-11 Reimbursement Formula
distributions. For FY2011-12 the total amount in Pool One shall
be $18,938,126.
2. Pool Two. Based on projected increases in the County's assessed
valuation and WCCLS revenues, expenditures and reserve funds, a
second distribution pool shall be budgeted by WCCLS. After
actual County assessed valuation,tax levies and taxes are certified,
the WCCLS Executive Board shall recommend whether funds
from Pool Two shall be distributed to Contractors, and if so, on
what basis. Typically,this shall be determined in January of each
year. Any distribution of funds from Pool Two shall be distributed
on a separate schedule from Pool One.
5. ADJUSTMENTS IN PAYMENTS
A. Payments may be adjusted by WCCLS if funding for payments noted in
4.13 is less than projected. Amounts paid to each Contractor will be
reduced in an amount proportionate to each library's percentage of the
total amount available for payment.
B. WCCLS shall notify the Contractors in writing of any adjustments under
this Section upon adoption of the County's budget for the subsequent
fiscal year. In the event that reductions in revenue are necessary after the
beginning of a fiscal year,the County would give sixty(60)days
notification to Contractors, if possible.
6. PAYMENT SCHEDULE
A. WCCLS agrees to make payments to those Contractors that are cities as
follows:
1. 80%(eighty percent) of the total annual payment shall be made on
or before December 31; and
2. 20%(twenty percent) of the total annual payment shall be made on
or before April 15.
B. Notwithstanding paragraph 6.A above, a city not formerly a party to a
Public Library Services Agreement with WCCLS,that establishes a public
library and becomes a party to this Agreement, shall be entitled to receive
payment on a monthly basis during the term of this Agreement. The
monthly payment shall be 1/12 of the total annual payment. In addition,
Public Library Services Agreement, 5/24/2011 3
WCCLS agrees that any city to which this subsection applies shall be
entitled to receive monthly payments for the entire term of any renewal or
successor agreement to which it becomes a party,provided funds are
available.
C. WCCLS agrees to make payments to those Contractors that are
community libraries (specifically Cedar Mill Community Library
Association and Garden Home Community Library Association) and the
West Slope Community Library on a monthly basis. The monthly
payment shall be 1/12 of the total annual payment.
7. SPECIAL LIBRARY FUND
The County, on behalf of WCCLS, shall maintain a Special Library Fund that
shall include:
A. Any remaining funds from a previous year which shall be carried over to
the next year;
B. All property tax collections made under all County library local option
levies;
C. All transfers of county general funds made to WCCLS;
D. All interest earnings on the Special Library Fund, in accordance with ORS
294.080(1); and
E. Other revenues for library services.
8. SERVICES TO BE PROVIDED BY WCCLS
WCCLS agrees to provide the following central support and outreach services to
Contractors and West Slope Community Library:
A. Reciprocal borrowing with other metropolitan area public libraries;
B. Coordination of countywide library services among Contractors and with
regional and state library service providers;
C. Enhanced reference services including coordination of selection and
purchase of subscription databases and other shared electronic resources
available through WCCLS.org and coordination of training and education
for adult services staff, and interlibrary loan borrowing from and lending
to libraries outside of Washington County;
D. Outreach services to special populations of Washington County residents,
including, but not limited to, circulation of materials to those who cannot
get to a public library(homebound), information and education about
library-related services for child care providers and the children in their
care, Latino and other cultural communities.
E. Coordination of countywide Youth Services activities, including Summer
Reading Programs and shared resources;
F. Courier pick-up and delivery of materials between Contractors and
provision of courier connections to regional library delivery systems;
Public Library Services Agreement, 5/24/2011 4
G. Planning for long-term growth and development of countywide library
services;
H. Operation and maintenance of the WCCLS Information Network as
defined in the WCCLS Information Network Agreement; and
I. Other services to address Long Range Service Plan goals as agreed upon
by all parties.
9. SERVICES TO BE PROVIDED BY CONTRACTORS
A. Each Contractor agrees that Qualified Borrowers will not be charged a fee
for the initial circulation or renewal of library materials.
B. Each Contractor further agrees that,while it is within the sole discretion of
the Contractor whether to charge reasonable fees for services other than
circulation, Contractor shall apply all fees and policies uniformly to all
Qualified Borrowers. Such fees may include special service and overdue
fees.
C. Each Contractor agrees that it will designate a staff member with whom
WCCLS deals in administration of this Agreement on behalf of Contractor
and who shall be authorized to receive and give any notices that may be
required under this Agreement. Unless otherwise designated,this shall be
the Library Director for each Contractor and the West Slope Community
Library.
D. Each Contractor shall meet all requirements for Level 5 Libraries as
defined in the Admission of New Public Libraries to Washington County
Cooperative Library Services, as approved by the WCCLS Executive
Board May 23, 2007 and subsequent revisions.
E. Each Contractor agrees to abide by shared policies and procedures as
agreed upon by the WCCLS Policy Group.
F. Each Contractor agrees to identify its membership in WCCLS through
materials' property identification marks, and through public
communications such as library printed materials,websites or other
publicity materials.
10. RECORD KEEPING
A. WCCLS agrees to provide each Contractor with a copy of the County's
annual audit,upon request by Contractor.
B. Each Contractor agrees to provide WCCLS with a copy of Contractor's
annual audit. For purposes of this Section,the following requirements
shall apply:
1. For Contractors which are cities, the audit shall be that of the city,
and shall be supplied upon request of WCCLS.
2. For Contractors which are community libraries (specifically Cedar
Mill Community Library Association and Garden Home
Community Library Association),the audit shall be the result of an
Public Library Services Agreement, 5/24/2011 5
annual review of the Contractor's financial statements made by an
independent certified public accountant in accordance with
standards of the American Institute of Certified Public
Accountants, and shall be supplied by December 31"of each year
to WCCLS.
C. Each Contractor agrees to provide WCCLS with a copy of its Oregon
Public Library Statistical Report.
11. TERMINATION
A. The County shall have the right to terminate this Agreement upon sixty
(60) days written notice, if it determines, in good faith through an open,
public process,that:
1. The public interest would be served by such termination; or
2. Adequate funds are not available.
B. Each Contractor shall have the right to terminate this Agreement upon
sixty(60) days written notice, if Contractor determines, in good faith,that:
1. The public interest in its jurisdiction or area of service would be
served by such termination; or
2. Appropriated funds for Contractor are less than the amount
reasonably anticipated.
C. The County and each Contractor shall have the right to terminate
participation in this Agreement separately, and Agreements between
remaining parties and the County shall remain in effect.
D. In the event of the termination by the County or by the Contractor,the
County shall provide funding distributions to the Contractor prorated to
the date of termination.
12. COMPLIANCE WITH APPLICABLE LAWS
Each party agrees to comply with all local, state, and federal ordinances, statutes,
laws and regulations that are applicable to the services provided under this
Agreement.
A. Equal Opportunity. Contractor hereby agrees that its employees
(including applicants for employment) shall not be discriminated against
race, color, religion, gender, sexual orientation, national origin, disability,
age, or marital status except in case of bona fide occupational
qualifications as defined and provided by applicable federal or state law.
No person shall be denied or subjected to discrimination in receipt of the
benefits of any services or activities made possible by or resulting from
this contract on the grounds of race, color, religion, gender, sexual
Public Library Services Agreement, 5/24/2011 6
orientation, national origin, disability, age, or marital status. Any
violation of this provision shall be grounds for cancellation,termination or
suspension in whole or in part by County.
B. Compliance with Applicable Provisions of ORS Chapter 279.
ORS 27913.220 through 27913.235 and 279C.500 through 279C.870,as applicable,
are incorporated herein by reference. Contractor agrees to:
1. Make payment promptly,as due,to all persons supplying,to Contractor,
labor or material for the performance of the work provided for in this
contract;
2. Pay all contributions or amounts due the Industrial Accident Fund incurred
in the performance of the contract:
3. Not permit any lien or claim to be filed or prosecuted against the County on
account of any labor or material furnished pursuant to this contract;and
4. Pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
13. INDEMNIFICATION
Each party agrees to hold harmless, defend, and indemnify each other, including
its officers, agents, and employees, against all claims, demands, actions and suits
(including all attorney fees and costs)arising from the indemnitor's performance
of this Agreement where the loss or claim is attributable to the negligent acts or
omissions of that party. If the indemnifying party is a unit of local government,
such indemnifications shall be subject to the limitations of liability for public
bodies set forth in the Oregon Tort Claims Act, ORS 30.300, and the Oregon
Constitution.
14. DEBT LIMITATION
This Agreement is expressly subject to the debt limitation of Oregon Counties set
forth in Article XI, Section 10 of the Oregon Constitution, and is contingent upon
funds being appropriated therefor.
15. INDEPENDENT CONTRACTOR
Each party is an independent contractor with respect to each other party and has
no control over the work performed by the other. No party is an agent or
employer of another party. No party or its employees is entitled to participate in a
pension plan, insurance, bonus, or similar benefits provided by any other party.
16. NOTICE
Any Contractor shall give immediate written notice to the County of any action or
suit filed or any claim made against that party that may result in litigation and is
directly related to this Agreement.
Public Library Services Agreement, 5/24/2011 7
17. INSURANCE
Each party agrees to maintain insurance levels, or self-insurance in accordance
with ORS 30.282, for the duration of this agreement at levels necessary to protect
against public body liability as specified in ORS 30.271. Contractors that are
community libraries shall provide certification of insurance upon request.
18. COUNTERPARTS
This Agreement may be executed in several counterparts, each of which shall be
an original, all of which shall constitute but one and the same instrument.
19. CAPTIONS
Captions and headings used in this Agreement are for convenience only and shall
not be construed or interpreted so as to enlarge or diminish the rights or
obligations of the parties hereto.
20. SEVERABILITY
If any section, subsection, sentence, clause, phrase or portion of this Agreement
is, for any reason, held invalid or unconstitutional by a court of competent
jurisdiction, such portion shall be deemed a separate, distinct, and independent
provision, and such holding shall not affect the validity of the remaining portions
of this Agreement unless the result of the holding is a failure of consideration of
any party.
21. AMENDMENT
This Agreement may only be amended in writing and with agreement of all parties.
FOR TPF CONT FOR WASHINGTON COUNTY:
ignature Signature
'MaAA •C Chairman Board of Commissioners
Title' Title
D ale Date APPROVED WASHINGTON COUNTY
BOARD OF COMMISSIONERS
APPROV S TO FORM: MINUTE ORDER#
County Counsel r� DATE
BY B ,
CLERK OF JE BOARD
Public Library Services Agreement, 5/24/2011 8
Public Library Service Agreement, Exhibit A
Pool 1 Funding Distributions FY11-12 through FY15-16
FY10-11 FY11-12 FY12-13 FY13-14 FY14-15 FY15-16
Library Distribution Distribution Distribution Distribution Distribution Distribution
Banks $ 120,082 $ 123,084 $ 126,161 $ 129,315 $ 132,548 $ 135,861
Beaverton $ 4,369,770 $ 4,479,014 $ 4,590,989 $ 4,705,764 $ 4,823,408 $ 4,943,993
Cedar Mill $ 3,228,706 $ 3,309,424 $ 3,392,159 $ 3,476,963 $ 3,563,887 $ 3,652,984
Cornelius $ 157,805_ $ 161,750 $ 165,794 $ 169,939 $ 174,187 $ 178,542
Forest Grove $ 650,466 $ 666,728 $ 683,396 $ 700,481 $ 717,993 $ 735,943
Garden Home $ 335,727 $ 344,120 $ 352,723 $ 361,541 $ 370,580 $ 379,844
Hillsboro $ 4,058,289` $ 4,159,747 $ 4,263,740 $ 4,370,334 $ 4,479,592 $ 4,591,582
North Plains $ 92,487 $ 94,800 $ 97,170 $ 99,599 $ 102,089 $ 104,641
Sherwood $ 686,849 $ 704,020 $ 721,620 $ 739,661 $ 758,152 $ 777,106
Tigard $ 2,868,380 $ 2,940,089 $ 3,013,591 $ 3,088,931 $ 3,166,155 $ 3,245,308
Tualatin $ 1,249,437 $ 1,280,673 $ 1,312,690 $ 1,345,507 $ 1,379,145 $ 1,413,623
West Sloe $ 658,222 $ 674,678 $ 691,545 $ 708,833 $ 726,554 $ 744,718
Totals $ 18,476,220` $ 18,938,126 $ 19,411,579 $ 19,896,868 $ 20,394,290 $ 20,904,147
F:\Administration\CONTRACTS\PL Services Agmt\PLSA exhibit A 11-12 thru 15-16 Pool 1.xls5/24/2011
111 NE Lincoln Street, #230-L, Washington County 503.846.3222
Mail Stop 58 Cooperative Library Services fax 503.846.3220
Hillsboro, Oregon 97124-3036 www.wccls.org
Date: 5/24/11
To: WCCLS Executive Board
From: Eva Calcagno, Direc
RE: Public Library Service Agreements and WCCLS Information Network
Agreements for FY 11-12 through FYI 5-16
Attached are three originals each of the revised Public Library Services Agreement and
the WCCLS Information Network Agreement. Please have them approved and signed by
your city council or association board and return all signed originals to me by June 21st.
I will schedule approval of the Agreements by the Board of Commissioners on June 21St
After the Board of Commissioners has approved and signed the documents, I will return a
signed original of each Agreement to you for your records. Both Agreements take effect
July 1, 2011.
As a point of clarification, the Exhibit A for attachment to the WCCLS Information
Network Agreement will not be prepared until April 2O12, so there is no Exhibit attached
at this time. The Exhibit A, Pool 1 Funding Distribution for FYI 1-12 through FY15-16
is attached to the Public Library Services Agreement. Per terms of the Agreement, once
Pool 2 distributions have been decided later this calendar year, an additional Attachment
will be distributed.
If you have any questions, or your council schedule is such that your Agreements will get
back to me after the 21 St, please let me know at 846-3233 or calca no e wccls.org.
Thank you.
�,�IJZ-�i��Q � �✓19
Blanket Purchase Agreement 155768, 0
Type Blanket Purchase Agreement
WASHINGTON COUNTY order 155768
OREGON Revision 0
Department of Support Services-Purchasing
Order Date 12-JUL-2011
155 N First Ave.,Suite 270,MS28 Created By Calea no Eva
Hillsboro,OR 97124-3072 Revision Date
Current Buyer
Supplier: Cin' f Tigard O �
Public Library
13500 SW Hall Blvd 8
Tigard,OR 97223-8111 �0>>
Ship To: Coop Library Bill To: Coop Library
MS58 MS58
111 NE Lincoln Street Rm 230-L 111 NE Lincoln Street Rm 230-L
Hillsboro,OR 97124 Hillsboro,OR 97124
Customer Account No. SupplierNo, Payment Terttts Freight Terms FOB Transportation Ship Via
8736 Net 30 FOB
Destination
Effective Start Date,: Effective End Date Amount Agreed USD
01-JUL-2011 30-JUN-2016 15,454,074.00
Washin Itef—= ce I Requester/De liver To
BCC 11-0710 MO 11-165 1 Calca no, Eva 503-846-3233
Notes: Blanket purchase order valid through June 30,2016,unless canceled earlier.
Line Part Number!Description Quantity UOM Unit Price Amount
USD (USD)
I Public Library Services Agreement FY 11-12 through FY
15-16
Total of all Purchases must not exceed$15,454,074.00
1.This purchase order is subject to the terms and conditions attached.
2.Washington County's Federal Tax ID 93-6002316.
Authorized Signature
This purchase order is subject to the terms and conditions attached. Page 1 of 1
A^ WASHINGTON COUNTY
litOREGON
This Purchase Order issued by Washington County(Purchaser),and all terms and conditions contained herein,become the
exclusive contract for this transaction,when accepted by acknowledgement or commencement of performance by Seller.
SHIPPING/INVOICE INSTRUCTIONS 14.WARRANTIES:Unless otherwise stated,all goods shall be free and clear
f any liens or encumbrances and shall be new(and,if applicable,the current
1.Unless otherwise specified,all goods shall be shipped:PREPAID,FOB odel)and shall carry full manufacturer warranties.Seller warrants all goods
ESTINATION.Where shipping address indicates a room number,Seller Jelivered to be free from defects in labor,material and manufacture,and to be
hall deliver to that specific location at no additional charge.Where specific n compliance with the specifications identified in this Purchase Order.All
authorization is granted by Purchaser to ship goods FOB SHIPPING POINT, mplied and express warranty provisions of the UCC are hereby incorporated
Seller shall pre-pay all shipping charges,route as instructed or if instructions y reference.Seller represents and warrants to Purchaser that Seller has the
e not provided,route by cheapest common carrier,but bill Purchaser as ower and authority to enter into and perform this Purchase Order,and that
separate item on the invoice for said charges. his Purchase Order,when executed and delivered,shall be a valid and binding
2.Goods will not be accepted if shipped C.O.D. bligation of Seller enforceable in accordance with its terms.
3.Title to the goods purchased hereunder shall pass to Purchaser at the FOB 15.COMPLIANCE WITH LAWS:Seller shall comply with all Federal,State
ESTINATION point,subject to the right of Purchaser to reject upon ind local laws and regulations applicable to the goods or services purchased
nspection. under this contract.The provisions of ORS 279C.500 through 279C.870,as
applicable,are incorporated herein by reference.Damages or costs resulting
4.The Purchase Order Number and Organization Unit/Department Name from noncompliance shall be the sole responsibility of Seller.
shown on the reverse side shall appear on all invoices,correspondence, 16.ACCEPTANCE OF TERMS:THIS PURCHASE ORDER EXPRESSLY
hipping papers and packing material.Packing lists shall in enclosed each LIMITS ACCEPTANCE TO THE TERMS AND CONDITIONS STATED
and every box or package shipped pursuant to this order,indicating the
contents therein. REIN.ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY
ELLER ARE OBJECTED TO AND REJECTED UNLESS OTHERWISE
5.Seller agrees to mail invoices in duplicate to the department shown under PROVIDED IN WRITING TO AND ACCEPTED IN WRITING BY
'Invoice To"on the reverse side.Seller shall provide separate invoices for PURCHASER.
ach Purchase Order.
17.NONDISCRIMINATION:Seller agrees not to discriminate against any
6.On shipping papers and invoices,Seller shall state whether delivery is customer,employee or applicant for employment or services,because of race,
artial or complete and notify Purchaser if complete shipment cannot be made reed,color,national origin,sex,marital status,age or disability,excepting
r terms of the order. only bona fide qualifications.
7.Purchaser reserves the right to cancel any unshipped or uncompleted 18.MATERIAL SAFETY DATA SHEET:Seller agrees to send appropriate
rtion of this order.Time of delivery is of the essence and the order is subject Material Safety Data sheets(MSDS)with shipment,according to all
o cancellation for failure to deliver or perform on time. applicable Federal and State laws.Seller shall include any required updates
8.No change in price,quality or goods will be recognized or accepted by with shipment.
Purchaser without prior approval by Purchaser. 19.WORKER'S COMPENSATION:Seller shall comply with ORS 656.017
or all employees who work in the State of Oregon for more than 10 days.This
GENERAL TERMS AND CONDITIONS requires Seller to provide Purchaser with certification of worker's
9.GOVERNING LAW:VENUE,JURISDICTION:ATTORNEY FEES:The
compensation insurance,with employer's liability in the minimum amount of
100,000.
aws of the State of Oregon shall govern this Purchase Order.Any action or
uit commenced in connection with this Purchase Order shall be in the Circuit 20.TERMINATION:Failure to comply with any of the terms specified
ourt of Washington County.Provided,however,if the claim is brought in a erein shall be a material breach and may be grounds for cancellation by
ederal forum then it shall be conducted exclusively within the United State lurchaser.
istrict Court for the District of Oregon.Seller,by execution of this Purchase
der,hereby consents to the in personam jurisdiction of these courts.The 21.AUTHORIZED SIGNATURE:Only those persons authorized by
revailing party shall be entitled to reasonable attorney fees and costs as urchaser may execute a binding Purchase Order.Seller is responsible for
warded by the court,including any action on appeal. nsuring that the person executing the Purchase Order is duly authorized.
10.UNIFORM COMMERCIAL CODE:As referred to in this Purchase 22•ASSIGNMENT.SUBCONTRACT:SUCCESSORS:No portion of this
der,ORS Chapter 72,as amended from time to time("UCC"). Purchase Order may be subcontracted or assigned to any other individual,firm
r entity without the express and prior approval of Purchaser.The provisions
11.REJECTION:All goods or materials purchased are subject to approval by of the Purchase Order shall be binding upon and shall inure to the benefit of
Purchaser.Any rejection of goods or materials based on nonconformity to the the parties and their respective successors and permitted assigns.
terms and specifications of the order,whether held by Purchaser or returned,
ill be at Seller's risk and expense. 23.MERGER CLAUSE:AMENDMENT.WAIVER:This Purchase Order
constitutes the entire agreement between the parties.There are no
12.INDEMNIFICATION:Seller shall save harmless and indemnify derstandings,agreements,or representations,oral or written,not specified i
urchaser for any and all claims,damages,losses and expense including,but his Purchase Order.No waiver,consent,modification or change of terms of
of limited to,reasonable attorney's fees arising out of or resulting from his Purchase Order shall bind either party unless in writing and signed by
eller's performance of or failure to perform the obligations of this contract to tuthorized individuals of both parties.The failure of Purchaser to enforce any
he extent caused by the negligence or misconduct by Seller or its employees rovision of this Purchase Order shall not constitute a waiver by Purchaser of
r agents,together with any patent,copyright,trademark or franchise hat or any other provision.
'nfringement action.
24.ANTITRUST:Seller hereby assigns to Purchaser full,finally,and in their
13.FORCE MAJEURE:Neither party to this contract shall be responsible for ntirety,all Federal and/or State antitrust claims which Seller now has or may
delay or default caused by fire,riot,acts of God or war beyond that party's iereafter acquire as a result of or in connection with any and all goods and
reasonable control.Purchaser may terminate this contract upon written notice ervices ordered hereunder.Further,Seller shall cause similar wording in favo
after determining such delay or default will impair successful performance. f Purchaser to be made a part of any and all contracts entered into with
ubcontractors or suppliers as a result of this order.Claims shall include
rice-fixing,monopolization,and any other violation of State or Federal
ntitrust law.
Rev.03/2005