HomeMy WebLinkAbout23S154 - OCLC, Inc.CONTRACT ABSTRACT
Contract/Amendment
Name of Contract:
Company Name:
Company Contact:
Email:
Summary of Services:
Contract Price:
Contract Term:
Public Integrity/ Business
Disclosure Forms:
Contract Administration
Lead Department:
Contract Administrator/ Ext:
Contract Approvals
Council/City Manager Approval Date:
Agreement Number:
Amendment Number:
Contract Compliance
Exhibits: Signatures:
Insurance: Bonds:
Business License:
Sole Source Co-Op
CoOp Agmt #: Sole Source
Documents: CoOp Name:
CoOp Pricing:
By: Submitted on:
Contract Abstract Form Rev 6.13.23
Authorized Signers:
Name, Email
(Corporations require 2 signatures)
OCLC
OCLC, Inc
Carol Schlatter
schlattc@oclc.org
Proprietary cataloging records for most books and media that we
add to our collection.
$159,673.10
5 year term
YES
Patrick Brogan, broganp@oclc.org
Julie Presas, presasj@oclc.org
Information Technology
Larry Klingamon
1G, 7/10/2023
23S154
-
N/A
N/A
-
-
Yes
Vendor Letter, Director Letter
6/27/2023 Kendall Bradley
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Framework Agreement
INSTITUTION NAME ("Institution") Palm Springs Public Library
LIBRARY NAME (if different from Institution)
OCLC SYMBOL (if any) CPG
STREET ADDRESS 300 S Sunrise Way
CITY, STATE, ZIP/POSTAL CODE, COUNTRY Palm Springs, CA 92262, USA
CONTACT PERSON, JOB TITLE Jeannie Kays, Library Director
TELEPHONE NUMBER, FAX, E-MAIL ADDRESS
BILLING ADDRESS (IF DIFFERENT FROM ABOVE)
STREET ADDRESS
CITY, STATE, ZIP/POSTAL CODE, COUNTRY
CONTACT PERSON, JOB TITLE
TELEPHONE NUMBER, FAX, E-MAIL ADDRESS
Is Institution considered exempt from tax in the country in which it is located? Yes No
Signatures follow on next page
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SIGNATURES
By signing below, Institution: (1) acknowledges that Institution has read and agrees that the terms of this Agreement, as
defined herein, shall become effective upon full execution of the Agreement (“Effective Date”); (2) warrants that it has made
no unilateral changes to the terms of the Agreement since last received from OCLC; (3) orders access to the Products and
Services as specified in this Agreement; and (4) warrants that it has the authority to enter into this Agreement.
Notice Address for Institution Notice Address for OCLC:
Name: Name: OCLC, Inc.
Email: Email: legal@oclc.org
Institution OCLC, Inc.
Signature: Signature:
Name: Name:
Title Title:
Date: Effective Date:
[See next page for Signatures]
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Revised 4.13.23 Page 11 of 17
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CONTRACTOR:
By: _______________________________________By: _________________________________________
Signature Signature
(2nd signature required for Corporations)
Date:Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: 7/10/2023 Item No.
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
1G
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7/12/2023 7/12/2023
7/17/2023
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Institution hereby subscribes to the Products and Services associated with the schedules attached hereto. Those schedules
attached hereto are hereby incorporated into this Agreement (the “Schedule” or “Schedules”).
Section 2 Scope & Construction
This “Agreement”, including the Framework Agreement and the Schedule(s) attached hereto, establishes the general terms and
conditions for the provision of Products and Services. In case of a conflict in terms between the Framework Agreement and any
applicable Schedule, the terms and conditions of the Schedule shall prevail. If Institution accepts or executes multiple agreements
with OCLC for the same Products and/or Services, the order of precedence for the control of terms shall be (1) a negotiated
Framework Agreement representing unique terms between OCLC and Institution, if one exists; (2) the most recently executed or
accepted agreement.
Section 3 Definitions
In this Framework Agreement, except as otherwise provided, the following words and expressions shall have the
meanings defined below:
3.1 Bibliographic Data means all the bibliographic data (including subject data, such as local key words and subject
headings), descriptive metadata, relationship metadata and other metadata of the type stored in WorldCat.
3.2 Holdings Data means all the ownership and license data in relation to Institution’s collection (including electronic
resources).
3.3 Hosted Services means the hosted services made available by OCLC which Institution may access pursuant to this
Agreement. The Hosted Services are described in detail in the applicable Product Descriptions but do not include
services (including API’s and the like) provided by third parties.
3.4 Institution Data means (i) the Holdings Data in relation to Institution’s collection; (ii) all the data that forms part of
the library process or the internal operations of the Institution, such as circulation, patron, and acquisition data; and
(iii) all other data and content that is produced, sent or reproduced through the Services by the Institution or made
available to OCLC in connection with the Services.
3.5 Internal Data means Institution Data intended exclusively for internal use by the Institution, subject to the rights
granted to OCLC herein
3.6 Product Descriptions means the descriptions of the Products and Hosted Services as made available at www.oclc.org
and as updated from time to time by OCLC.
3.7 Products mean the OCLC software, hardware, and other products licensed to Institution pursuant to this Agreement. The
Products are described in detail in the applicable Product Descriptions but do not include products provided by third parties.
3.8 Professional Services means the services that OCLC provides to Institution under this Agreement in connection with
the Products or Hosted Services, such as data migration, configuration, consultancy, support, and training.
3.9 Services mean the Hosted Services and Professional Services.
3.10 Shared Data means the Institution Data made available by Institution to the public or to third parties selected by the
Institution (such as other participants or users) or that by its nature is intended for use outside the Institution’s
organization, such as Bibliographic Data, Holdings Data, and other data not considered Internal Data.
3.11 Systems mean the facilities, server(s), equipment, operating software, and connectivity used to provide the Services.
3.12 WorldCat means the databases of Bibliographic Data, Holdings Data, and related files maintained by OCLC.
Section 4 Products and Services
4.1 General. OCLC will provide Institution those Products and Services to which it subscribes, in accordance with this
Agreement and as described in the version of each Product or Service’s respective Product Description active on the
Effective Date. Further information can be found at https://www.oclc.org/en/services.html. Institution shall provide OCLC
with the assistance and information OCLC reasonably needs to perform the Services properly or where OCLC otherwise
reasonably requests. OCLC shall not be liable for any failure to perform its obligations arising from Institution’s failure to
provide such assistance or information.
4.2 Modifications. OCLC may change or modify a Product or Service from time to time in its discretion. OCLC shall
notify Institution in writing should there be any material changes to the respective Product or Service. Any new
Product or Service functionality made available by OCLC shall be subject to this Agreement.
4.3 Support. Support services will be provided in accordance with the support service description set forth in the relevant
Schedule. Further information is available at http://www.oclc.org/support/home.en.html.
4.4 Limitations. Institution shall only use the Products and Services in accordance with the terms of this Agreement and
for the purposes specified in the Product Descriptions.
Section 1 Schedules Incorporated
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Section 5 Ownership and Licenses
5.1 Ownership
a) OCLC Intellectual Property. OCLC and/or its licensors or suppliers are the exclusive owners of and retain all right, title,
and interest (including all copyrights, trademarks, patents, and any other proprietary rights) to the Products, Services,
WorldCat, and all other materials produced or provided by OCLC. All rights not expressly granted by OCLC are reserved.
b) Institution Data. Institution, and/or its suppliers and affiliates, retains all right, title and interest (including, without
limitation, all proprietary rights) to Institution Data, except for rights granted to OCLC and its affiliates under this
Agreement. Institution is solely responsible for the accuracy, completeness, and legality of Institution Data. Institution is
responsible for obtaining all permission and other rights necessary to provide Institution Data to OCLC. Institution will not
provide OCLC with Institution Data that Institution does not have the right to provide for use in connection with the Products
or Services.
5.2 Licenses.
a) Products and Services. Subject to the terms of this Agreement and the applicable Schedule(s), Institution’s license to use
the Products and Services identified in the executed Schedules may be pursuant to a hosted license (for Hosted Services) or
a non-hosted license (for Products). For Products paid for by Institution, OCLC grants Institution a nonexclusive,
nontransferable license to install and use the Product solely for the noncommercial purposes described in the Product
Description and the applicable Schedule. For Hosted Services subscribed to by Institution, OCLC will provide access to the
Hosted Service, and if applicable a license to install and use any local software components of the Hosted Service, all solely
for the noncommercial purposes described in the Product Description and the applicable Schedule.
b) Institution Data. Institution grants OCLC a global, non-exclusive, royalty-free, transferable and sub-licensable right to
use the Internal Data to the extent necessary for the provision of the Products and Services. Institution grants OCLC, OCLC
participants, non-participant users, and OCLC designees a global, perpetual, non-exclusive, royalty-free, transferable, and
sub-licensable right to host, reproduce, transmit, store, publish, distribute, modify, create derivative works from, and
otherwise use Shared Data. Institution Data shall be supplied to OCLC in a format compatible for use with the Products and
Services.
Section 6 Term and Termination
6.1 Term. This Agreement shall commence on the Effective Date and shall remain in full force and effect for the initial term
specified in the pricing document attached hereto as Exhibit A and incorporated into this Agreement (the "Term"), subject
to the earlier termination of this Agreement pursuant to Section 6.2 below. Upon the expiration of this Agreement, Institution
and OCLC may renew and extend the Agreement for one or more additional terms, upon mutual written agreement.
6.2 Termination. This Agreement or individual Schedules may be terminated in one of the following ways:
a) By either party, effective at the end of the initial subscription period, which shall be as set forth in the agreed upon pricing
document attached hereto as Exhibit A, or any renewal period, as which shall be as set forth in any renewal notice issued
pursuant to Section 7.2, by providing the other party with at least 30 days’ prior written notice of its desire to not renew a
Product or Service;
b) By either party if the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers
or permits the appointment of a receiver for all or a substantial part of its property, is subject to any proceeding under
any bankruptcy or insolvency law, or has wound up or liquidated, voluntarily or otherwise;
c) By the non-breaching party if a party commits a material breach of its obligations under this Agreement and has
not cured such breach or failure within 30 days of receiving written notice from the non-breaching party. OCLC
reserves the right, however, to immediately suspend Institution’s access to the OCLC Services in the event of
Institution’s material breach until such time as the material breach is cured; or
d) As otherwise explicitly provided in this Agreement.
6.3 Effect of Termination. Termination of this Agreement shall terminate all Schedules. Termination of a Schedule however,
will not terminate the Agreement or any other Schedule. Upon termination of this Agreement or any Schedule, the rights
granted by the parties in the applicable Schedule or Agreement are terminated unless otherwise provided in such Schedule.
After termination and upon request, OCLC will promptly return or destroy all applicable Institution Data.. OCLC will
provide Institution access to Institution Data for 90 days after the effective date of termination, after which, OCLC shall
have no obligation to maintain any Institution Data.
Section 7 Fees and Payment Terms
7.1 Fees. Institution shall pay the applicable charges based on their agreed upon pricing document. In the absence of an agreed
upon pricing document, (i) OCLC’s prevailing price for the Products and Services shall govern; and (ii) payments shall be
made to OCLC annually; such annual payments will be billed upon the beginning of the applicable subscription period and
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shall be paid according to the terms stated on the invoice. Fees are exclusive of any taxes and shall be paid in the currency
and to the address stated on the invoice. Institution shall pay such tax to OCLC or other entity, as appropriate. Institutions
exempt from taxation shall supply a valid exemption certificate upon request. Institution's failure to fully pay any fees or taxes
within 60 days after the applicable due date will be deemed a material breach of this Agreement, justifying OCLC’s
suspension of Products and Services.
7.2 Price Changes. OCLC reserves the right to change any price/fee, provided that OCLC provides Institution written notice of
the change at least 60 days prior to the date the change is to become effective. Notwithstanding the foregoing, OCLC will
not change any prices/fees contained in an agreed to price quote or renewal notice prior to the expiration of the quote or
renewal notice.
7.3 Non-refundable. Institution will not be entitled to a refund of any implementation or pre-paid fees under this
Agreement unless (i) OCLC terminates the Agreement or a Schedule pursuant to Section 6.2 (a), or (ii) Institution
terminates the Agreement or a Schedule pursuant to Section 6.2 (c); in which event, OCLC will refund that portion of
fees pre-paid by Institution corresponding to the period after termination.
7.4 Proprietary Information. Institution agrees that OCLC’s pricing information is proprietary to OCLC, and agrees to maintain
confidentiality of such proprietary information, as well as any other information which OCLC communicates in writing to
be proprietary or confidential, for 3 years from receipt by Institution. It shall not be a violation of this section to disclose
information as required by applicable law (including public records acts), valid court order, or legal process.
Section 8 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS”
AND OCLC AND ITS THIRD PARTY SUPPLIERS DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY
KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PERFORMANCE OF THE PRODUCTS OR SERVICES,
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE,
COURSE OF DEALING OR COURSE OF PERFORMANCE. OCLC MAKES NO REPRESENTATIONS OR WARRANTIES
THAT THE PRODUCTS AND SERVICES WILL ALWAYS BE ACCESSIBLE, FREE OF HARMFUL COMPONENTS,
ACCURATE OR ERROR-FREE. INSTITUTION MAY INTEGRATE OCLC’S PRODUCTS AND SERVICES WITH THIRD
PARTY PRODUCTS AND SERVICES. HOWEVER, IN NO EVENT WILL OCLC BE LIABLE FOR ANY LOSS ARISING OUT
OF FAILURE OF SUCH THIRD-PARTY PRODUCTS OR SERVICES OR OTHER EVENTS OUTSIDE OF OCLC’S
REASONABLE CONTROL. ADDITIONALLY, UNDER NO CIRCUMSTANCES SHALL OCLC BE LIABLE FOR ANY LOSS
ARISING OUT OF A DATA OR A SECURITY BREACH ORIGINATING FROM SUCH THIRD PARTY SOFTWARE. THIS
SECTION WILL NOT APPLY TO DAMAGES THAT CANNOT BE EXCLUDED BY LAW (IN WHICH EVENT THE
LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED).
Section 9 Privacy and Security
9.1 Data Security. OCLC has implemented and shall maintain commercially appropriate, reasonable and customary controls to
ensure the security, confidentiality, and protection against unauthorized access to, use, or disclosure of Internal Data.
Institution shall obtain and maintain all necessary consents from all users for OCLC to provide the Products and Services
and for Institution’s and users’ access, monitoring, use, disclosure, and transfer of Internal Data.
9.2 Audit. OCLC will (i) implement administrative, physical, and technical safeguards in accordance with accepted
industry practices including conducting audits in accordance with the ISO/IEC 27001 standard (or subsequent
comparable standard) and (ii) as reasonably requested by Institution, provide Institution with a copy of the certificate
of registration for such standard.
9.3 Nondisclosure of Internal Data. OCLC shall hold all Internal Data in strict confidence and with the same standard of care
it uses to protect its own information of a similar nature and shall not use Internal Data for any purpose other than to provide
the Service or as may be authorized in writing by Institution. OCLC shall not disclose Internal Data to any other party
except: (a) to OCLC employees, agents, subcontractors and service providers, to whom Internal Data needs to be disclosed
for the purpose of providing the Service; (b) as required by law, or to respond to duly authorized information requests of
police and governmental authorities or to comply with any facially valid subpoena or court order; (c) to protect the rights or
property of OCLC or OCLC customers, including the enforcement of OCLC agreements or policies governing Institution’s
use of the Service; (d) to involve and cooperate with law enforcement or the appropriate legal authorities in investigations,
and to protect Systems and OCLC's customers, or (e) as authorized by Institution in writing.
9.4 Prohibitions. Institution expressly warrants that it will not enter, submit, transfer, or store in the Service any of the
following types of information: Social Security Numbers (or other national identification numbers), financial account
numbers, credit card or debit card numbers.
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9.5 Unauthorized Disclosures. OCLC will promptly notify Institution in the event of a verified breach of non-public personal
data. In the event that Institution determines that a breach requires breach notification, OCLC agrees that it will reasonably
cooperate with Institution in regards to Institution’s breach notification obligations as specified in the applicable law,
including Institution’s investigation, enforcement, monitoring, document preparation, breach notification requirements, and
reporting. Institution shall be solely responsible for notifying all individuals, regulators, or other organizations subject to
breach notification, however OCLC reserves the right to first review all notifications before they are sent.
9.6 Data Processing Agreement. To the extent Personal Data from the European Economic Area (EEA), the United Kingdom
and Switzerland are processed by OCLC and/or its affiliates, the following shall apply: The terms of the Data Processing
Agreement (“DPA”) at https://policies.oclc.org/en/privacy/data-privacy-agreements.html are hereby incorporated by
reference and shall apply if and to the extent that Institution Data includes Personal Data, as defined in the DPA. To the
extent Personal Data from the European Economic Area (EEA), the United Kingdom and Switzerland are processed by
OCLC and/or its affiliates, the Standard Contractual Clauses shall apply, as further set forth in and defined by the DPA. For
the purposes of the Standard Contractual Clauses, Institution and its applicable Affiliates, as defined by the DPA, are each
the data exporter, and Institution’s acceptance of this Agreement shall be treated as its execution of the Standard Contractual
Clauses and Appendices.
Section 10 Limitation of Liability
OCLC WILL HAVE NO LIABILITY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL,
OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT OR THE
PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO ANY UNAUTHORIZED ACCESS TO, OR
ALTERATION, THEFT, LOSS, INACCURACY, OR DESTRUCTION OF INFORMATION OR DATA COLLECTED,
STORED, DISTRIBUTED, OR MADE AVAILABLE VIA THE PRODUCTS AND SERVICES, INSTITUTION’S USE OR
INABILITY TO USE THE PRODUCTS AND SERVICES, ANY CHANGES TO OR INACCESSIBILITY OF THE PRODUCTS
AND SERVICES, ANY DELAY OR FAILURE OF THE SERVICES, OR FOR LOST PROFITS, OR COSTS OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF OCLC HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. IN NO EVENT SHALL OCLC’S LIABILITY TO INSTITUTION FOR ANY REASON AND UPON
ANY CAUSE OF ACTION EXCEED THE AMOUNT INSTITUTION ACTUALLY PAID OCLC FOR THE INDIVIDUAL
IMPLICATED OCLC PRODUCTS OR SERVICES COVERED UNDER THIS AGREEMENT OVER THE 12 MONTHS
PRIOR TO WHICH SUCH CLAIM AROSE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE
AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY,
NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. FEES UNDER THIS AGREEMENT
ARE BASED UPON THIS ALLOCATION OF RISK. THIS SECTION WILL NOT APPLY TO DAMAGES THAT CANNOT
BE LIMITED OR EXCLUDED BY LAW (IN WHICH EVENT THE LIABILITY SHALL BE LIMITED TO THE FULLEST
EXTENT PERMITTED).
Section 11 Use of Products and Services
11.1 General. Institution agrees not to use, and not to allow third parties including users to use the Products or Services: (a) to
distribute viruses, worms, Trojan horses, corrupted files, or other items of a destructive or deceptive nature; (b) to engage in
or promote any unlawful, invasive, infringing, defamatory, or fraudulent activity; (c) to violate, or encourage the violation
of, the legal rights of others; (d) to interfere with the use of a Product or Service, or the equipment used to provide Products
or Services; (e) to use the Products or Services, or any part thereof, in a manner that violates the terms of service of any
other Products or Services; (f) to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings
or other solicitations (“spam”); (g) to alter, reverse-engineer, interfere with, circumvent, copy, or create a derivative work
of, any aspect of the Product or Service (except with the express, written consent of OCLC or applicable law specifically
prohibits this restriction); (h) to omit, obscure or hide from any user any notice of a limitation of warranty, disclaimer,
copyright, patent, trademark, trade secret or usage limitation or any splash screen or any other terms or conditions intended
to be displayed to a user by OCLC or OCLC supplier; or (i) to post, send, or make available software or technical information
in violation of applicable export controls laws. Institution agrees that OCLC is authorized to monitor communications into
and out of the System to prevent the introduction of viruses or other hostile code, to prevent intrusions, provide support, and
to otherwise enforce the terms of this Agreement. Notwithstanding the foregoing and to the extent permitted by law and law
enforcement, OCLC will make reasonable efforts to notify Institution when a disclosure of Institution Data has or is to be
made.
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11.2 Credentials. Institution shall exercise all commercially reasonable efforts to prevent unauthorized use of the Products and
Services and is solely responsible for any and all use, including unauthorized use, of the Products and Services initiated
using Institution’s API keys and/or credentials. Institution shall immediately notify OCLC of a suspected or actual loss, theft
or disclosure of any credentials and of any unauthorized use of a Product or Service. Should OCLC become aware of
unauthorized use of Institution’s API keys or credentials or unauthorized access to a Product or Service, OCLC may notify
Institution and deactivate affected credentials. OCLC will provide Institution with administrative credentials to access and
use the applicable Product or Service. Institution is responsible for authorizing user access to the Products or Services,
assigning privileges, and creating, maintaining, and terminating accounts.
11.3 Enforcement by OCLC. OCLC reserves the right to: (i) investigate any violation of this Section or misuse of Products or
Services; (ii) enforce this Section; and (iii) remove or disable access, screen, or edit any Institution Data that violates these
provisions. Without limitation, OCLC also reserves the right to report any activity (including the disclosure of appropriate
Institution Data) that it suspects violates any law or regulation to appropriate law enforcement, regulators, or other appropriate
third parties. OCLC may cooperate with appropriate law enforcement by providing network and systems information related
to allegedly illegal or harmful content. VIOLATION OF THIS SECTION MAY RESULT IN THE SUSPENSION OF OCLC
SERVICES AND SUCH OTHER ACTION AS OCLC REASONABLY DEEMS APPROPRIATE. REPEATED OR
WILLFUL VIOLATION OF THIS SECTION MAY, IN OCLC’S SOLE DISCRETION RESULT IN THE
TERMINATION OF THE AGREEMENT, ANY SCHEDULE, OR OCLC SERVICE.
Section 12 Warranties
OCLC warrants that any Professional Services will be performed in a professional and workman-like manner and that, when operated
in accordance with the Product Description, the Products and Hosted Services will be capable of performing substantially in
accordance with the functional specifications set forth in such Product Description. If any Products or Services fail to comply with
the warranty set forth above, OCLC will make reasonable efforts to correct the noncompliance provided that OCLC is given notice
of the noncompliance within 30 days and OCLC is able to reproduce the noncompliance. If OCLC is unable to correct the
noncompliance, Institution may terminate the Schedule for the relevant Product or Hosted Service in accordance with Section 6.2(c)
and, as its sole remedy, will be entitled to a refund of an equitable portion of fees paid for the relevant Product or Hosted Service after
such noncompliance was reported. OCLC and Institution each warrant that its entry into this Agreement does not violate any other
agreement to which it is a party, and that its performance under this Agreement will be in conformance with all applicable laws and
government rules and regulations. Institution warrants that it possesses all rights necessary to enter into this Agreement and grants the
rights described in this Agreement such that OCLC will not infringe upon or otherwise violate any intellectual property rights or other
rights of a third party or violate any laws by exercising the rights and licenses granted under this Agreement. To the extent permitted
by law, Institution hereby indemnifies OCLC from any such claims in this respect.
Section 13 G eneral
13.1 OCLC Membership. As a subscriber to OCLC’s Services and Products as described in this Agreement, Institution – and
each library owned or operated by Institution – may be eligible for membership in the OCLC cooperative. Membership
qualifications for the OCLC cooperative can be found
at https://www.oclc.org/content/dam/oclc/membership/Membership-Criteria-FY21.pdf. If Institution’s subscription
qualifies it as a member, Institution permits OCLC Member Relations to contact its library staff directly in separate
communications, to provide new member information regarding voting and updates, Member groups, councils, and
events, for OCLC Global and Regional Councils specific to Institution’s region. As a member, Institution agrees to
abide by the requirements and policies applicable to OCLC members.
13.2 No Assignment. Institution may not assign, without the prior written consent of OCLC, any rights, duties, or obligations
under this Agreement to any person or entity, in whole or in part.
13.3 Independent Contractors. The relationship of the parties is that of independent contractors, and no agency,
employment, partnership, joint venture, or any other relationship is created by this Agreement.
13.4 Force Majeure. Neither party shall be responsible for losses or damages to the other occasioned by delays in the
performance or the non-performance of any of said party's obligations (other than the obligation to make payments
when due) when caused by acts of God, acts of the other party or any other cause beyond the control of said party and
without its fault or negligence.
13.5 Non-Waiver. A failure or delay in enforcing an obligation under this Agreement does not prevent enforcement of the
provision at a later date. A waiver of a breach of one obligation does not amount to a waiver of any other obligation,
and it will not prevent a party from subsequently requiring compliance with that obligation.
13.6 Severability. If any provisions of this Agreement shall be found by any court of competent jurisdiction to be invalid or
unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement.
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13.7 Entire Agreement. This Agreement and any Schedules constitute the complete agreement between the parties and supersedes
and replaces all prior agreements, oral and written, between the parties relating to the subject matter of this Agreement. If
Institution’s accounting representatives require the use of a purchase order to facilitate payment for Products and Services
contemplated in this Agreement, Institution agrees any and all terms and conditions contained in such purchase order are
null and void, and do not apply to this Agreement. OCLC will provide invoices in response to purchase orders solely to
facilitate payment and for the convenience of Institution; in no case, however, will OCLC’s issuance of an invoice constitute
an acceptance of terms contained in a purchase order. OCLC provides Services and Products to Institution solely pursuant
to this Agreement; OCLC shall never provide Services or Products pursuant to, or as a result of, a purchase order. Except
as otherwise provided herein, this Agreement may not be amended or supplemented except in a writing duly executed by
both parties.
13.8 Notice. Except as stated elsewhere in the Agreement all notices shall be in writing or by such other means as has been
agreed by the parties in writing.
13.9 Counterparts and Signatures. This Agreement may be executed in counterparts and/or via facsimile transmission or
electronic copy, any one or form of which will be deemed to constitute an original, but all of which will constitute one
instrument. Any signature (including any electronic signature, symbol or process attached to, or associated with, a contract
or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record) hereto or to
any other contract, record, certificate, or other document related to this Agreement, and any contract formation or record-
keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or
use of a paper-based recordkeeping system.
13.10 Venue. This Agreement shall be interpreted in accordance with and subject to the laws of the State of California, with Venue
located in Riverside County, California.
Section 14 Special Terms for Group Orders Only
Where a lead institution in a consortium (the “Group Administrator”) is ordering on behalf of itself and other consortium
members, this Section applies:
14.1 Ordering. Group Administrator may order the Service on behalf of consortium members by completing the relevant portions
of the agreed upon pricing or order document and agreeing to this Agreement. Group Administrator also orders and
allocates authorizations and passwords for the Service on behalf of consortium members listed on the agreed upon pricing
or order document. Group Administrator is not a buyer of the Service for resale. Any material change in group membership
or group participation may result in commensurate changes in the fees for the applicable Service.
14.2 Consortium Member's Agreement. Group Administrator warrants, as the consortium agent, that it is authorized to and hereby
binds consortium members to this Agreement and shall indemnify OCLC from all loss, expense and damage arising from a
breach of such warranty. Group Administrator shall provide each consortium member with a copy of this Agreement prior
to Product and Service activation. Each order for consortium members shall constitute a binding contract between OCLC
and the consortium member.
14.3 Payment by Group Administrator. Group Administrator shall be liable for paying to OCLC all charges and applicable taxes
for consortium members for the Products and Services in accordance with the terms of this Agreement.
14.4 Non-exclusivity. Nothing herein shall limit OCLC's right to distribute any Products or Services independent of Group
Administrator.
DocuSign Envelope ID: 1166F4FE-DB15-4C39-B54E-B9348CE67DD5
Loc-US,EN-US, August 2022 Page 9 of 10 OCLC Framework Agreement
SCHEDULE 2
WorldShare® Metadata/OCLC Cataloging
Section 1 Description
OCLC's cataloging and metadata services give Institution the tools needed to effectively manage the metadata for
Institution’s collection.
Section 2 Definitions
2.1 “Guidelines” means the “Guidelines for Contributions to WorldCat” as modified from time to time. A current copy
of the Guidelines is available at: http://www.oclc.org/worldcat/community/guidelines.en.html
2.2 “Policy” means the “WorldCat Rights and Responsibilities for the OCLC Cooperative” as modified from time to time as
a result of the policy review process described therein. A current copy of the Policy is available at:
http://www.oclc.org/en/worldcat/cooperative-quality/policy.html.
2.3 “Principles” means the WorldCat Principles of Cooperation as modified from time to time. A current copy of the
Principles is available at: http://www.oclc.org/worldcat/community/principles.en.html
2.4 “WorldCat® Data” is defined as set forth in the Policy.
2.5 All capitalized terms not defined herein shall have the same meaning ascribed to them in the Master Services
Agreement.
SECTION 3 Responsibilities of Institution
3.1 Institution shall create bibliographic records and related data for entering information into WorldCat consistent with
the Guidelines maintained by OCLC and its advisory groups.
3.2 Institution using the Systems for cataloging agrees to abide by the Principles and the Guidelines.
3.3 Institution agrees that the use and transfer by the Institution of WorldCat Data is subject to the Policy.
3.4 If, during the term hereof, an Institution informs OCLC that bibliographic records it furnishes to OCLC for addition to
WorldCat will be subject to usage or transfer restrictions beyond or in addition to those applicable under this Schedule, and
if OCLC nevertheless elects to accept such records for addition to WorldCat, OCLC will so notify Institution, after which
Institution’s rights to access, use and transfer such records will be subject to said usage and transfer restrictions.
DocuSign Envelope ID: 1166F4FE-DB15-4C39-B54E-B9348CE67DD5
Loc-US,EN-US, August 2022 Page 10 of 10 OCLC Framework Agreement
SCHEDULE 10
WorldShare® Interlibrary Loan Services (ILL)
Section 1 Description
WorldShare Interlibrary Loan is a resource sharing network to lend and borrow resources which allows users to quickly obtain
global library content located in Institution’s collections and the collections of other ILL libraries around the world. WorldShare
Interlibrary Loan simplifies tasks such as sharing of e-resources, automating request and entry processes, managing ILL fees,
analyzing borrowing and lending patterns, and delivering documents easily and securely through Article Exchange.
Section 2 Definitions
All capitalized terms not defined herein shall have the same meaning ascribed to them in the Framework Agreement.
Section 3 Terms of Use
Subject to this Schedule and the FA, OCLC shall provide Institution with the Products and Services as specified in the
agreed upon pricing document.
Section 4 Service Level Agreement
4.1 Scope. This Service Level Agreement sets forth the service level and performance objectives of OCLC in providing the Hosted
Services (as listed in Section 2 of this SLA) to Institution (the “Systems”). OCLC will use commercially reasonable efforts to
meet the following service level and performance objectives to support the operation of the Systems.
4.2 Uptime Commitment.
a) Availability. OCLC will use commercially reasonable efforts to ensure that the Systems are available 99.5% of
the time (the "Uptime Commitment"). Availability will be measured as follows:
(1) Availability = (T-D)/(T) * 100%; where
(2) T = the total number of minutes in the respective month, and
(3) D = the total number of minutes of downtime in the month excluding planned outages for scheduled maintenance,
telecommunications or power disruptions caused by third parties, any other causes beyond OCLC’s reasonable
control, and excluding other times described herein.
b) Notice Required. OCLC will notify Institution promptly of any factor, occurrence, or event coming to its attention
likely to affect OCLC's ability to meet the Uptime Commitment, or that is likely to cause any material interruption
or disruption in the Systems.
c) Scheduled Maintenance. Scheduled maintenance may occur any Sunday during a 4-hour window and may
occasionally be extended. Notice of scheduled maintenance shall occur 3 days prior to scheduled downtime. In
the event planned emergency maintenance is required, OCLC will make commercially reasonable efforts to
notify Institution in advance.
4.3 Systems Management
a) Monitoring. OCLC will monitor and maintain the Systems in working order each day (24 x 7). OCLC will proactively
manage and monitor all application server hardware devices and software to ensure optimal performance and reliability as
well as to detect abnormal events or exceeded utilization or performance thresholds.
b) Maintenance. OCLC will operate, monitor, and administer all servers, applications, and networks supporting the
Systems. In order to provide such coverage, OCLC may utilize a mixture of on-site and on-call support staff,
automated server monitoring, and automated paging technology.
c) Change Control. OCLC will install new equipment, software, releases, upgrades, fixes, patches, and other items
necessary to maintain the Systems to industry standards. OCLC will proactively gather information from appropriate
server, peripheral, operating system, or database vendors regarding upgrades, defect patches, or fixes.
DocuSign Envelope ID: 1166F4FE-DB15-4C39-B54E-B9348CE67DD5
Proposal
OCLC Symbol
CPG
Currency
USD Quote # 1000043279
Customer ID
37464
Expires
7/08/2023 4/26/2023
1of1
OCLC • 6565 Kilgour Pl Dublin OH 43017-3315 United States • +1-800-848-5878 ● +1-614-764-6000 www.oclc.org
Palm Springs Public Library
Jeannie Kays
Library Director
300 S Sunrise Way
Palm Springs CA 92262
United States
Item Code Item Amount
3000030 Cataloging and Metadata Subscription $28,697.90
3000065 WorldShare ILL $703.10
Total $29,401.00
Notes
The pricing listed above is FY24 pricing. For FY25-FY26, the guaranteed price increases are as follows:
FY25 Cataloging and Metadata 7/1/2024 renewal: $29,774.08
FY26 Cataloging and Metadata 7/1/2025 renewal: $30,890.60
FY27 Cataloging and Metadata 7/1/2026 renewal: $32,435.13
FY28 Cataloging and Metadata 7/1/2027 renewal: $34,056.89
FY25 WorldShare ILL 7/1/2024 renewal: $729.47
FY26 WorldShare ILL 7/1/2025 renewal: $756.82
FY27 WorldShare ILL 7/1/2026 renewal: $794.67
FY28 WorldShare ILL 7/1/2027 renewal: $834.40
This pricing is only valid if the Library commits to the full five-year subscription period, pursuant to Section 6.1 of the
Framework Agreement. For avoidance of doubt, by accepting this proposal, the Library will not have the ability to
terminate for convenience prior to the end of the full five-year subscription period, and may only terminate pursuant
to Section 6.2 of the Framework Agreement.
____________________________________________
Signature
____________________________________________
Printed Name
_______________________
Date
For questions, please contact OCLC representative: Carol Schlatter at schlattc@oclc.org.
This transaction is subject to the relevant OCLC Framework Agreement (“FA”) and the Schedules related to each product listed on this notice, found at: http://oc.lc/service-agreements, unless a signed agreement governing the
transaction has been entered into by the parties.
Exhibit ADocuSign Envelope ID: 1166F4FE-DB15-4C39-B54E-B9348CE67DD5
Via e-mail: Jeannie.Kays@palmspringsca.gov
Kendall.Bradley@palmspringsca.gov
June 16, 2023
Jeannie Kays, MLIS
Director of Library Services
Palm Springs Public Library
300 S. Sunrise Way
Palm Springs, CA 92262
RE: Sole Source Request
Dear Ms. Kays:
Thank you for your recent inquiry concerning the availability of the following OCLC, Inc., (“OCLC”)
services: Cataloging & Metadata Services and WorldShare Interlibrary Loan (collectively the “OCLC
Services”).
OCLC is the only source from which Palm Springs Public Library may obtain these OCLC
Services.
OCLC looks forward to being of continued service to the Palm Springs Public Library.
Please let me know if you need any additional information.
Sincerely,
OCLC, INC.
By: ______________________________
Bruce A. Crocco, Vice President
Approved
by Legal
PB
DocuSign Envelope ID: 1166F4FE-DB15-4C39-B54E-B9348CE67DD5
MEMORANDUM
DATE: July 10, 2023
SUBJECT: OCLC SOLE SOURCE SERVICE FOR LIBRARY
TO: Larry Klingaman, Information Technology Director
FROM: Jeannie Kays, Director of Library Services
Palm Springs Public Library has utilized the services of OCLC since 1980 when the
Library migrated their typed paper card catalog to a computerized system. OCLC was
founded in 1967 as Ohio College Library Center, then became Online Computer Library
Center as it expanded. In 2017, the name was formally changed to OCLC, Inc.
OCLC owns the trademarks and copyrights associated with the Dewey Decimal
Classification System, the basis of our library organizational system. There are many
facets to the services provided by this vendor, but they are the only vendor providing
access to these cataloging records. No other vendor can access OCLC’s cataloging
records. They are proprietary for members only. OCLC’s cataloging records are the
foundation upon which the Palm Springs Public Library organizes its collection , as do
many public libraries in the country. Library cataloging records are structured and orderly
and have a distinct organizational system to them with custom-coded subject headings,
down to the most minute detail. If the books are not organized in this way, patrons and
staff cannot easily find the materials they seek. The Palm Springs Public Library owns
over 100,000 physical items, each with its own unique cataloging record. The Library adds
thousands of new items to the collection each year. The majority of our cataloging records
come from OCLC. The few cataloging records that we create on our own are then shared
with OCLC for other member libraries to use.
OCLC provides members access to uniform catalog records for millions of items. As we
add new items, members share the same catalog record for an item so that each library
in the world is not required to create a unique record for the same it em. It is through this
resource sharing that we gain benefit from membership in OCLC. It is also what makes
this a unique, sole source vendor. There is no other vendor in the world that provides this
caliber of cataloging records and this service of sharing resources.
Our Librarians and Library Assistants could create cataloging records, but it is not
possible for us to do this as skillfully as professional catalogers. We do not have full-time
catalogers on our staff, and if we did, they would not be able to keep up with the annual
demand, nor would they be able to create the robust and technically specific cataloging
records we receive from OCLC. It would be a waste of city resources.
DocuSign Envelope ID: 1166F4FE-DB15-4C39-B54E-B9348CE67DD5
Library-OCLC Sole Source
July 10, 2023
Memorandum—Page 2
Finally, OCLC offers worldwide Interlibrary Loan (ILL) service. No one else offers this
service with millions of items available to share. Our library patrons benefit from this
service as we can borrow items we do not own from the worldwide network, WorldCat.
Only member libraries have access to this ILL service and only member library’s holdings
are listed and searchable in this worldwide catalog system.
DocuSign Envelope ID: 1166F4FE-DB15-4C39-B54E-B9348CE67DD5