HomeMy WebLinkAboutA7211 - OCLC Inc -ANNUAL SUBSCRIPTION (ONLINE COMPUTER LIBRARY CENTER ) V 1/ OCLC-
Master Services Agreement
Please print or type
INSTITUTION NAME('Institution')
PALM SPRINGS PUBLIC LIBRARY
LIBRARYNAME(ifdii ferentfrom Institution Name) OCLC SYMBOL(if any)
CPG
STREETADDRESS
300 S. Sunrise Way
CITY STATE ZIP/POSTAL CODE COUNTRY
Palm Springs CA 92262 USA
CONTACT PERSON TITLE
Jeannie Kays Library Director
TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS
760-322-8375 760-327-5744 jeannie.kays@palmspringsca.gov
STREETADDRESS
CITY STATE ZIP/POSTAL CODE COUNTRY
CONTACT PERSON TITLE
TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS
Is Institution considered exempt from tax in the count in which it is located? ElYes Q No
By signing below,Institution: (1)acknowledges that Institution has read and agrees to the terms of this Master Service Agreement
("MSA"or "Agreement') to 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 A reement;and 4 warrants that it has the authority to enter into this Agreement.
INSTITUTION:
i
Authorized J� Date:
Signatur N
Name &Title:e
Accepted By: OCLC,INC.
Effective Date:
Bruce Crocco, Vice President
Notice Address for OCLC:
APPROVED AS TO FORM
6565
6565 Kilgour Place A 5T:
Dublin, Ohio 43017-3395 �A
FAX: 614-764-0740 -
Attention:LegalDepartment A`- CITYATiORNEY L.
66 Clerk
E-mail: legal(a�octc.org
20170701 APPROVED BY CITY COUNCIL ocLc Master Services Agreement
Y 1/ O V LC Master Services Agreement
�•J Please print or type
Influrmation&Signatures
INSTITUTION NAME("Institution')
PALM SPRINGS PUBLIC LIBRARY
LIBRARY NAME(f different from Institution Name) OCLC SYMBOL(if any)
CPG
STREETADDRESS
300 S. Sunrise Way
CITY STATE 7IP/POSTAL CODE COUNTRY
Palm Springs CA 92262 USA
CONTACT PERSON TITLF,
Jeannie Kays Library Director
TELEPHONE NUMBER FAX NUMBER F.-MAUL ADDRESS
760-322-8375 760-327-5744 jeannie.kays@palmspringsca.gov
rly TICEADDRM IF'DI
STREETADDRESS
CITY STATE ZIPIPOSTAL CODE COUNTRY
CONTACT PERSON TITLE
TELEPHONE NUMBER FAX NUMBER F.-MAIL ADDRESS
Is Institution considered exem t from tax in the country in which it is located? ❑ Yes No
By signing below, Institution: (1)acknowledges that Institution has read and agrees to the terms of this Master Service Agreement
("MSA" or "Agreement') to become effective upon,lull 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 s eci ied in this A reement,and 4 warrants that it has the authority to enter into this Agreement.
INSTITUTION: ti S 7 —P
i
Authorized Date:
Signatur �J
Name&Titles ///l4/✓�GE%�.
Accepted By: qkT7 LLvc.
Effective Date:
Bruce Crocco, rice President
Notice Address for OCLC:
OCLC APPROVED�g3 TO FORM
6565
6565 Kilgour Place A 5T:
Dublin, Ohio 43 01 7-3 3 95
FAX 614-764-0740
Attention.: Legal Department 0MrClTYATTORNEY Clerk
E-mail: legal docic.org
20170701 APPROVED By CITY COUNCIL
OCLC Master Services Agreement
2
This Agreement establishes the general terms and conditions for the provision of Products and Services. Additional Product or
Service-specific terms and conditions are set forth in one or more schedules("Schedules"),and are made a part of this MSA. In
case of a conflict in terms between the MSA and any applicable Schedule,the terms and conditions of the Schedule shall prevail.
If Institution orders additional Products or Services after its initial order and such order includes a master services agreement with
the Schedule,this initial, executed MSA controls in lieu of such attached master services agreement.
3.1 Bibliographic Data means all the bibliographic data(including subject data,such as local keywords 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.
3.6 Product Descriptions means the descriptions of the Products and Hosted Services as made available at www.ocic.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.
r
". . r s ?I a. ... . 1
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.Product Descriptions and brochures can be found at https://www.ocic.org/en/services.htrnl.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 License. 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.
4.3 Modifications. OCLC may change or modify a Product or Service from time to time in its discretion. OCLC shall notify
Institution should there be any material changes to the respective Product or Service by such means as reasonably
determined by OCLC. Any new Product or Service functionality made available by OCLC shall be subject to this
Agreement.
4.4 Support. Support services will be provided in accordance with the support service description available at
htto://www.ocle.ory/support(hoine.en.htnil. Generally email support is available at supportr,ocic.ore and telephone
support is available at 1-800-848-5800.
4.5 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.
4.6 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.
20170701 Page 2 of 7 OCLC Master Services Agreement
�=-
5.1 Term. This Agreement shall commence on the Effective Date and shall remain in full force and effect until all active
Schedules are terminated in accordance with Section 5.2. Unless otherwise specified in a pricing document, individual
Schedules shall commence upon execution and shall remain in full force and effect for the duration that Institution has
access to the applicable Products or Services.
5.2 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 or any renewal period,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.
5.3 Effect of Termination. Termination of this Agreement shall terminate all Schedules,termination of a Schedule will not
terminate the Agreement or any other Schedule. Upon termination of this Agreement or any Schedule,the rights granted
by OCLC 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,except however,OCLC
may retain Institution Data in back-up files provided that the confidentiality and security obligations contained herein shall
apply. 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.
6.1 Fees. Institution shall pay the applicable charges based on their agreed upon pricing document or, in the absence of an
agreed upon pricing document,OCLC's prevailing price for the Products and Services.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.
6.2 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.
6.3 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 5.2 (a), or (ii) institution terminates the
Agreement or a Schedule pursuant to Section 5.2(c); in which event, OCLC will refund that portion of fees pre-paid by
Institution corresponding to the period after termination.
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. IN NO EVENT WILL OCLC BE LIABLE FOR ANY LOSS ARISING
OUT OF FAILURE OF THIRD PARTY PRODUCTS OR SERVICES OR OTHER EVENTS OUTSIDE OF OCLC'S
REASONABLE CONTROL. 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).
8.1 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 Service and for
Institution's and users'access,monitoring,use,disclosure,and transfer of Internal Data.
8.2 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 along with any relevant reported deficiencies regarding non-compliance together with corrective action plans for
addressing such deficiencies identified in the report.
20170701 Page 3 of 7 OCLC Master Services Agreement
8.3 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.
8.4 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. OCLC will have no liability, and Institution expressly releases OCLC from
any liability, associated with the loss,theft,disclosure or misuse of such information.
8.5 Data Transfer. As part of providing Services,OCLC may store and process Institution Data in the United States or any
other country in which OCLC or its affiliates, subsidiaries,or agents maintain facilities. By using the Service,Institution
consents to this transfer, processing, and storage of Institution Data to or by OCLC, its service providers, and affiliates
subsidiaries or agents,over state and international borders as necessary to provide the Service in accordance with OCLC's
standard business practices.
8.6 Unauthorized Disclosures. OCLC will promptly notify Institution in the event of a verified breach of non-public personal
data unless such breach is unlikely to result in material harm to Institution or the data subject,or as otherwise provided by
law. Institution agrees that it shall be Institution's sole responsibility to determine whether a breach is subject to state,
federal or national breach notification laws and requires breach notification ("Breach Notification"). 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 subject to Breach Notification,however OCLC
reserves the right to first review all notifications before they are sent.
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 ANY EVENT,OCLC'S LIABILITY TO INSTITUTION FOR ANY REASON AND
UPON ANY CAUSE OF ACTION WILL BE LIMITED TO 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).
10.1 Institution Data
a)Ownership. 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.
b)License Rights. 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.
20170701 Page 4 of 7 OCLC Master Services Agreement
10.2 Confidentiality. Institution agrees to maintain the confidentiality of OCLC's pricing information 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.
10.3 Acceptable Use Policy("AUP")
a)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. Institution agrees to reimburse OCLC
for all reasonable and verifiable costs associated with OCLC's compliance with governmental requests relating to
Institution or Institution Data, including,but not limited to,warrants, subpoenas, and judicial orders.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.
b)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 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 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.
c) Enforcement by OCLC. OCLC reserves the right to: (i)investigate any violation of this AUP or misuse of Products or
Services; (ii)enforce this AUP; 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 AUP MAY RESULT IN THE
SUSPENSION OF OCLC SERVICES AND SUCH OTHER ACTION AS OCLC REASONABLY DEEMS
APPROPRIATE. REPEATED OR WILLFUL VIOLATION OF THIS AUP MAY, IN OCLC'S SOLE DISCRETION
RESULT IN THE TERMINATION OF THE AGREEMENT,ANY SCHEDULE,OR OCLC SERVICE. ,a
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
5.2(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.
12.1 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 littp:H/Nv w ocic or_/content/dam/ocic/menibershil)/Membershia-
Crlteria-FYI5.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.
20170701 Page 6 of 7 OCLC Master Services Agreement
12.2 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.
12.3 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.
12.4 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. -
12.5 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.
12.6 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.
12.7 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..
12.5 Notice. Except as stated elsewhere in the Agreement all notices shall be in writing and shall be deemed sufficient if(a)
received by a party via e-mail to the e-mail address for such party set forth in Section 1,(b)delivered by hand,or(c)sent
by certified or registered mail,return receipt requested,to the address for such party set forth in Section 1,or to such other
address as has been furnished by means of a notice given in accordance with this Section.
Notice Address for OCLC:
OCLC
6565 Kilgour Place
Dublin, Ohio 43017-3395
FAX 614-764-0740
Attention:Legal Department
E-mail: legal(a?ocic.a
12.9 Counterparts.This Agreement maybe 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.
Wli
Where a lead institution in a consortium (the "Group Administrator") is ordering on behalf of itself and other consortium
members, Section 13 applies:
13.1 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.
13.2 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.
13.3 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.
13.4 Non-exclusivity. Nothing herein shall limit OCLC's right to distribute any Products or Services independent of Group
Administrator.
20170701 Page 6 of 7 OCLC Master Services Agreement
ATTACHMENT A—OCLC SERVICE LEVEL AGREEMENT
This Service Level Agreement sets forth the service level and performance objectives of OCLC in providing the Hosted
Services (as listed in Section 1 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.
1. Covered OCLC Services
This SLA applies only to Hosted Services that are: (1)listed below;and(2)subscribed to by Institution.
WorldShare Acquisitions WorldCat Discovery Services
WorldShare Circulation Hosted CONTENTdm
Hosted EZproxy
WorldShare Interlibrary Loan
WorldShare License Manager -
WorldShare Collection Manager
WorldShare Record Manager
Tipasa
2. Uptime Commitment
OCLC will use commercially reasonable efforts to ensure that the Hosted Services are available 99.5%of the time(the "Uptime
Commitment").Availability will be measured as follows:
• Availability=(T-D)/(T) " 100%
• T=the total number of minutes in the respective month.
• 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.
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 Hosted Services.
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.
3. Systems Management
3.1 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.
3.2 Maintenance. OCLC will operate,monitor and administer all servers, applications and networks supporting
the OCLC Services.In order to provide such coverage,OCLC may utilize a mixture ofon-site and on-call support staff,automated
server monitoring and automated paging technology.
3.3 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.
20170701 Page 7 of 7 OCLC Master Services Agreement
Palm Springs Public Library
CITY OF PALM SPRINGS, CA
CONFLICT OF INTEREST AND NON-DISCRIMINATION
CERTIFICATION
Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or
shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter
into any agreement of any kind with any such officer or employee during the tern of this
Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or
given, and will not pay or give, any third party any money or other consideration in exchange for
obtaining this Agreement.
Covenant Aeainst Discrimination. In connection with its performance under this Agreement,
Contractor shall not discriminate against any employee or applicant for employment because of
actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e.,
place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual
orientation, gender identity, gender expression, physical or mental disability, or medical
condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and
that employees are treated during their employment, without regard to any prohibited basis. As a
condition precedent to City's lawful capacity to enter this Agreement, and in executing this
Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate
any discrimination arising from or related to any prohibited basis in any Contractor activity,
including but not limited to the following: employment, upgrading, demotion or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship; and further, that Contractor is
in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040,
including without limitation the provision of benefits, relating to non-discrimination in city
contracting.
NAME OF CONTRACTOR/VENDOR: OCLC, Inc.
NAME and TITLE of Authorized Representative:
(Print) Bruce Crocco, Vice President i �1
Signature and Date of Authorized Representative:
(Sign) _(Date) September 11, 2018
?a nosa i
SCHEDULE2
WoridShare Metadnta/OCLC Cataloging
DESCRIPTION
OCLC's cataloging and metadala services give Institution the tools needed to effectively manage the metadata for
Institution's collection.
DEFINITIONS
A. "Guidelines" means the "Guidelines for Contributions to WorldCat" as modified from time to time. A
current copy of the Guidelines is available at: httttr%vww.ocie.ore/worldcat/cvvnmunitv....euidelincs.en.html
B, "Policy" means the "WorldCat Rights and Responsibilities fur the OCLC Cuoperalive" 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: htip:;,www.ocic.orilen:%vorldcaKconneralive-nualilvbolicv hunt.
C. "Principles"means the WorldCat Principles of Cooperation as modified from time to time. A current copy
of the Principles is available at hnn:,%vww.ocle.orJworldeal.community:principles.en.hunl
D. "WorldCat Data"is defined as set forth in the Policy.
All capitalized terms not defined herein shall have the same meaning ascribed to them in the Master Services
Agreement.
ADDITIONAL TERMS AND CONDITIONS
I) Responsibilities of Institution
A. Institution shall create bibliographic records and related data for entering information into
WorldCat consistent with the Guidelines maintained by OCLC and its advisory groups.
B, Institution using the Systems for cataloging agrees to abide by the Principles and the Guidelines.
C. Institution agrees that the use and transfer by the Institution of WorldCat Data is subject to the
Policy.
D. 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.
?ACCEPTED
Initials: Date:
Palm Springs Public Library
20150331
SCHEDULE3
WorldCat Discovery Semices/FirstSearch
DESCRIPTION
WorldCat Discovery Services is a suite of cloud-based applications that enable people to search WorldCato and
discover more than 2 billion electronic,digital and physical holdings in a single search.
Additional Terms and Conditions:
All capitalized terms not defined herein shall have the same meaning ascribed to them in the Master Services
Agreement.
1)Discovery Service:
a. The Bibliographic Data,Holdings Data,OCLC an&or 3'4 party databases and other content available through
the Service may change from time to time and are subject to OCLC and:or third-party claims ofeopyright and
other rights and may be subject to supplemental terms and conditions. The Product Description,
documentation, features andtor functionality of the Service,and-or the WorldCal.org service may also change
from time to time. in the event any such change materially reduces Institution's rights with respect to the
Service or the WorldCat.org services Institution may terminate this Schedule by providing written notice to
OCLC. Certain databases may only be accessed if Institution subscribes to that database through a third party.
b.Bibliographic Data may not be stored other than temporarily as required for use authorized by the Agreement
and shall not be otherwise transferred,or accessed by any other person not an Authorized User.
c. Use of the Service for cataloging purposes is expressly prohibited. Institution may not resell the Service or the
Bibliographic Data or other content accessible through the Service.
it.Certain parts of the Service function properly only when interacting with a local library system which is
compatible with and supported by the Service. A list of local library systems which are compatible with and
supported by the Service is available from OCLC. Prior to placing its order, Institution should verify that its
local library system is compatible with and supported by the Service.
e. In the event Institution's local library system is or becomes incompatible with or unsupported by the Service
at any time during the term of this Agreement OCLC may if requested by Institution make reasonable efforts
to resolve the issue at OCLC's then current rates. If such efforts are unsuccessful OCLC or Institution may
terminate this Schedule upon written notice to the other party.
2)Third Party Database Terms:
a. British Library Database. Bibliographic Data made available from the British Library is licensed solely for
non-commercial use.For the purpose of this Section "Non-Commercial Use"means internal or personal use
solely for the purpose of resource discovery,learning,leaching,academic,or scientific research,private study,
verification of bibliographic information,andior the identification of materials to be ordered via interlibrary
loan, from document vendors,or from other sources from which materials may be acquired,and specifically
excludes transmission,selling on,redistribution or circulation of any form outside of Institution's organization
or use in violation of the Agreement.
b.National Library of Medicine(NLMDatabase).Organizations or institutions may download NLM-produced
citations and reuse these records within their organization or institution.NLM suggests that organizations limit
the number of records to 1,000 per month. Since NLM makes corrections and enhancements to and performs
maintenance on these records at least annually,you should plan to replace or correct the records once a year to
ensure that they are still correct and searchable as a group.
NLM databases are produced by a U.S, government agency and as such the contents are not covered by
copyright domestically. They may be copyrighted outside the U"S. Some NLM produced data is from
copyrighted publications of the respective copyright claimants. Users of the NLM databases are solely
responsible for compliance with any copyright restrictions and are referred to the publication data appearing
in the bibliographic citations,as well as to the copyright notices appearing in the original publications,all of
which are incorporated by reference. lasers should consult legal counsel before using NLM-produced records
to be certain that their plans are in compliance with appropriate laws.
>xx
iACCEPTED)
C -. ;,
Initials: Date: 11L_21A
Palm Springs Public Library
20150519
SCHEDULE 12
GROUPCATALOG
DESCRIPTION
Group Catalog is a subset of WorldCat that provides access to bibliographic,holdings and other information for the collections of the
libraries andeor information agencies specified by the Group as such information is set in WorldCat.
DEFINITIONS
A. "Authorized User"means End-Users of a Group Member library accessing WorldCat Discovery while in the library or by
remote access,provided that access for certain WorldCat Discovery functionality requires the Authorized User to be
authenticated using a current,authorized library card or other library-controlled or third party-controlled authorization before
accessing such WorldCal Discovery functionality.
B. "Discovery Terms"means the WorldCat Discovery Services Schedule and the OCLC Master Services Agreement("MSA").
C. "End-User"means-.(i)an employee of Group Member;and(ii)an end-user to whom Group Member makes its library
services available,including on the open Web.
D. "Croup"means the consortium of libraries and,or information agencies(i.e..historical societies,archives,museums or
similar organizations)who are identified on the Order Form and who have agreed to the MSA.
E. "Group Catalog"means a subset of WorldCat that provides access to bibliographic,holdings and other information for the
collections of the libraries and/or information agencies specified by the Group as such information is set in WorldCat.
F. "Group Member"means any library listed on the Order Form and bound by this Schedule,the MSA and Discovery Terms.
G. "Guest User'means any member of the public.
H. "WorldCat Discovery"means the OCLC WorldCat Discovery service as made available by OCLC.
1. `WorldCat.org"means the service through which records of library-owned materials in WorldCat are made available by
OCLC through one or more designated websites(currently located at www.worldcat.org).
J. "WorldCat.org Terms"means the then-current OCLC WorldCat.org Services Terms and Conditions made available via a
link on the WorldCat.org interface.
All capitalized terms not defined herein shall have the same meaning ascribed to them in the Master Service Agreement.
ADDITIONAL TERMS AND CONDITIONS
I) In order to receive the Group Catalog,each Group Member must be a subscriber to Wor)dCat for unlimited access through
WorldCat Discovery subject to the Discovery Terms. Except to the extent otherwise indicated in this Section 1,access to and
use of the Group Catalog shall be governed by:(i)this Schedule and the Discovery Terms:and(ii)the WorldCat.org Terms
when the Group Catalog is accessed through WorldCat.org.
2) Upon acceptance of the Group's order for the Group Catalog and receipt by OCLC of all information reasonably requested
from the Group,OCLC will create the Group Catalog by a mutually agreed upon completion date.
3) Access to other WorldCat Discovery databases(besides the Group Catalog)is permitted only by Authorized Users.
4) In connection with the creation of the Group Catalog,OCLC will use commercially reasonable efforts to work with the
Group to configure the Group Catalog in such a manner as to maximize the Group Catalog's interoperability with the local
systems of Group Members and any other digital content services licensed by Group Members. These configuration services
may include:(i)creating profile groups used for searching the Group;(ii)branding of the interface to the Group Catalog;
and/or(iii)setting up custom groups in WorldCat Discovery and the OCLC Interlibrary Loan service. The Group recognizes
that due to variances between the various local systems of the Group Members and the other digital content services licensed
by Group Members,the configuration services described herein may not result in the highest level of imeroperability,desired
by the Group. As stated above.OCLC's obligation with respect to configuration services is to exert its commercially
reasonable efforts to achieve the results desired by the Group.
5) To facilitate the above-referenced configuration services,the Group Members agree to cooperate with OCLC to a reasonable
degree,including,but not limited to,providing relevant system documentation and other information as reasonably requested
by OCLC. OCLC agrees to use commercially reasonable efforts,and the Group Members agree to take necessary
precautionary steps,to ensure the integrity of the Group Members' systems.
6) OCLC will provide Group Administrator with a schedule setting forth dales on which the Group Catalog may be updated to
reflect changes in Group membership and Group level settings(i.e.,interface branding and custom groups). OCLC will work
with Group Administrator to determine the dates from such schedule on which such updates will be made.
7) Information to be included in the Group Catalog which is not contained in WorldCat at the time of the Group's order may be
submitted by Group Members for inclusion in WorldCat via balchloading. (Group Members who have not used OCLC for
cataloging previously must be profiled by OCLC prior to balchloading.) The following terms shall apply to the balchloading
described in this Section:
a. OCLC shall load and process source data in conformance with specifications and other directions agreed upon in
writing by both parties. Data files submitted for batchload shall be technically acceptable input products,with the
stored records in a format acceptable to OCLC,and shall otherwise conform with any policies promulgated by
OCLC from time to time for general application to OCLC users.All data submitted to OCLC for balchloading must
conform to the specifications agreed to by OCLC and the Group. Irsuch specifications are not met,OCLC may
choose not to accept the data for processing. Local information in source data will be accepted by OCLC as
provided. There will not be any validation at the local level before or during processing. Source files sent to OCLC
for processing will not be returned.Data will be processed according to OCLC-defined schedules.Once applicable
specifications have been met,OCLC will not retain or return source files.
b. Group Member hereby grants to OCLC,other OCLC participants,non-parlicipanl users and OCLC designees an
irrevocable,nonexclusive,royalty-free,sttblicenseable,worldwide right to copy,display,publish,prepare derivative
works from,distribute and use all bibliographic,holdings and other information supplied to OCLC by such Group
Member or other entity acting on its behalf.
c. Group Member warrants that it possesses all rights necessary to submit such information for inclusion in WorldCat
via batchloading and to grant the license above with respect thereto,and that doing so will not infringe the copyright
or other proprietary rights of any third party.
d. OCLC may share with the Group reports and access to Measurement Services obtained by OCLC from Adobe®
SiteCatalyst pursuant to the following guidelines.All AdabcO SitcCatalyst reports,data,and services provided to
the Group from OCLC shall be considered confidential("Confidential Information").Confidential Information also
includes all copies,summaries and extracts of any Confidential Information.
8) Confidential Information,as defined in this Schedule,shall not include information that(i)is or becomes a part orthe public
domain through no act or omission of the Group;(ii)was rightfully in the Group's possession prior to the disclosure and had
not been obtained by the Group either directly or indirectly from OCLC:(iii)is rightfully disclosed to the Group by a third
party without restriction on disclosure;or(iv)is independently developed by Group without use of or reference to the
Confidential Information.
a. Group agrees to use all reasonable care to prevent the disclosure of the Confidential Information to any third party.
This Section will not be construed to prohibit disclosure of Confidential Information to the extent that such
disclosure is required by law or valid order of a court or other governmental authority;provided,however,that
should Group be subpoenaed or otherwise compelled by a valid law or court order to disclose Confidential
Information it shall first have given sufficient and prompt written notice to OCLC of the receipt of any subpoena or
other request for such disclosure;and shall have made a reasonable effort to obtain a protective order requiring that
the Confidential Information so disclosed be used only for the purposes for which the order was issued.
Notwithstanding the foregoing obligation orthe Group,nothing in this Section shall limit or restrict the ability of the
Group to act on its own behalf and at its own expense to prevent or limit the required disclosure of Confidential
Information.
b. OCLC reserves the right to cease providing Confidential Information to Group at any time,and for any reason in
OCLC's sole discretion.
AL'CEPTELt
Initials: pate:
Palm Springs Public Library
20150210
SCHEDULE14
WoradShare Interlibrary Loan Services(ILL)
DESCRIPTION
WoradShare 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. WoradShare 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.
ADDITIONAL TERMS AND CONDITIONS
All capitalized terms not defined herein shall have the same meaning ascribed to them in the Master
Services Agreement.
Subject to this Schedule and the MSA, OCLC will provide Institution with the Products and Services as
specified in the ILL agreed upon pricing document.
AcrFPTFn
Initials: Date:
Palm Springs Public Library