HomeMy WebLinkAboutContract 49521 OCLC. CITY SECRETARY J/l Z i
CONTRACT NO. r �� I —master Services Agreement
Please print or type
Section 1 Institution Information&Signatures
INSTITUTIONNAME("Institution')
City of Fort Worth
LIBRARYNAME(f dierent from Institution Name) OCLC SYMBOL (if any)
Fort Worth Library
IFA
STREET ADDRESS
200 Texas Street
CITY STATE ZIP/POSTAL CODE COUNTRY
Fort Worth Texas 76102 USA
CONTACT PERSON TITLE
TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS
BILLING ADDRESS(IF DIFFERENT FROM ABOVE) or NOTICE ADDRESS(IF DIFFERENT FROM ABOVE)
STREET ADDRESS
CITY STATE ZIP/POSTAL CODE COUNTRY
CONTACT PERSON TITLE
OFFICIAL RECORMD
TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS CITY SECRETARY
FT.Wo irx
Is Institution considered exempt fi•orn tax in the country in which it is located? ❑ Yes ❑ No s� i
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 ffdl 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.
INSTITUTION. City of Fort Worth
Autho
Signature �'Y�r•a�O Date:
Signature 1
Name &Title: remwk-lo eastZ. 4 «y I%pnz-gee
Accepted By: OC C ONLINE CQ`PUTER LIB Y CENTER, INC.
Effective Date:
Bruce Crocco, Vice Preside
Notice Address for OCLC:
OCLC Online Computer Liber:,�r
6565 Kilgour Place ;
Dublin, Ohio 43017-3395 V: =.0
FAX 614-764-0740
Attention:Legal Departm tOVER'h ' AS TO FORM AND LEGALITY:
E- legal(d ocic.org c
9
ATT N
20160817 OCLC Master Services Agreement
Ro d F Zo—nzales,Asst iffy Secretary
Section 2 Scope&Construction
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 ui 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 service agreement.
Section 3 Definitions
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 an 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 and Holdings 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 the Products and Services subscribed to by Institution in accordance with this
Agreement and OCLC's then-current published Product Descriptions for the Product or Service. 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 of 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 and any additional
terms and conditions including applicable fees as OCLC may require Institution to accept prior to use.
4.4 Support. Support services will be provided in accordance with the support service description available at
http://www.ocic.org/support/home.en.html. Generally email support is available at support@,ocic.org 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.
Section 5 Term and Termination
20160817 Page 2 of 8 OCLC Master Services Agreement
5.1 Term. This Agreement commences on the Effective Date and will remain in full force and effect until the expiration or
termination of all Schedules unless terminated earlier by one of the parties in accordance with Section 5.2.Unless otherwise
specified, Schedules or the agreed upon pricing document shall commence upon execution and shall continue for so long
as 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 60 days of receiving written notice from the non-breaching party. OCLC reserves the right,
however, to immediately suspend histitution'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.
Section 6 Fees and Payment Terms
6.1 Fees. Institution shall pay the applicable charges based on their agreed upon pricing document(if applicable) or, in the
absence of an agreed upon pricing document,OCLC's prevailing price for the Products and Services.Fees shall be paid in
the currency on the invoice to the address stated on the invoice and the fees are exclusive of any taxes.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.Accounts in default are
subject to interest on the amount outstanding equal to the maximum rate permitted by applicable law.
6.2 Price Changes. Upon the expiration of any price/fee guarantee(s) mutually agreed to by the parties in writing, 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.
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.
Section 7 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. 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).
Section 8 Privacy and Security
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.
20160817 Page 3 of 8 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, 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,
transfer 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 ni accordance with OCLC's
standard business practices.
8.6 Unauthorized Disclosures. OCLC will promptly notify Institution in the event of a verified breach of any applicable
privacy laws regarding Institution Data. 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,includ rig 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.
Section 9 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 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).
Section 10 Use of Products and Services
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.
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.
20160817 Page 4 of 8 OCC Master Services Agreement
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, including, without limitation, the Export
Administration Regulations maintained by the Department of Commerce. 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,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 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 Credentials or unauthorized access to a Product or Service,OCLC will notify Institution and may 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:(a)investigate any violation of this AUP or misuse of Products or
Services; (b) enforce this AUP; and (c)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.
Section 11 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 ofperforming 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.
Section 12 General
12.1 OCLC Membership. Institution and each library owned or operated by Institution meeting the requirements for OCLC
membership established by OCLC in accordance with OCLC's then-current governance structure and as set forth in the
then-current version of OCLC's Membership and Governance Protocols shall become an OCLC member. The current
version of OCLC's Membership and Governance Protocols is located at
http://www.ocic.org/us/en/membership/membership protocols.pdf.As a condition of obtaining and retaining status as an
OCLC member,each shall comply on an ongoing basis with all requirements and policies applicable to OCLC members.
12.2 Export Laws. Services may be used only in full compliance with U.S. export regulations.OCLC's obligations hereunder
are contingent upon necessary export licenses being obtained from federal agencies of the U.S.
12.3 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.
20160817 Page 5 of 8 OCLC Master Services Agreement
12.4 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.
12.5 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.
12.6 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.
12.7 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.
12.8 Entire Agreement. The 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.No purchase orders submitted by Institution shall modify or supplement this Agreement.Except as otherwise
provided herein,this Agreement may not be amended or supplemented except in writing signed by both parties.
12.9 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 Online Computer Library Center, Inc.
6565 Kilgour Place
Dublin, Ohio 43017-3395
FAX.- 614-764-0740
Attention:Legal Department
E-mail: legglAocic.ore
12.10 Counterparts.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.
Section 13 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, 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.
20160817 Page 6 of 8 OCLC Master Services Agreement
ATTACHMENT A-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 I 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
2. Uptime Commitment
OCLC will use commercially reasonable efforts to ensure that the WorldShare Acquisitions and Circulation are available 99.8%
of the time, and all other 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 of on-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.
20160817 Page 7 of 8 OCLC Master Services Agreement
20150331
SCHEDULE 2
WorldShare Metadata/OCLC Cataloging
DESCRIPTION
OCLC's cataloging and metadata 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: http://www.ocic.org/worldcat/community/guide lines.en.htmI
B. "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:
https://www.ocic.orq/worldcat/community/record-use/poIicy.en.htm1.
C. Trinciples" means the WorldCat Principles of Cooperation as modified from time to time. A current copy of the
Principles is available at: http://www.ocic.org/worldcat/community/principles.en.html
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
1) 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.
INSTITUTION: City of Fort Worth
Authorized Signature C Date:
Naine &Title: 1"n 404. 491ta♦ toss 61 / /x4av
"ATM
S TO FORM ARID LEGAL.I7Y: o
bouK-t-
EYF "
-t P. Gonzales, aty SWWtW
•.may
o
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
20160817 Page 8 o OCLC Master Services Agreement
Amendment to OCLC Master Services Agreement
OCLC Online Computer Library Centre, Inc. ("OCLC")and the Institution identified below agree to modify the
OCLC Master Services Agreement as specified in the table below.
Modifications to the Master Services Agreement:
# Clause Agreed Amendment
1 5.1 Section 5.1 is deleted in its entirety and replaced by the following:
Term. The initial term of this Agreement shall be for a period of one (1) year,
renewable in one(1)year terms, commencing on the Effective Date and remaining
in full force and effect until the expiration or termination of all Schedules unless
terminated earlier by one of the parties in accordance with Section 5.2,but shall not
exceed a total term of three(3)years. Unless otherwise specified, Schedules or the
agreed upon pricing document shall commence upon execution and shall continue
for so long as Institution has access to the applicable Products or Services.
2 10.2 Section 10.2 is deleted in its entirety.
On Behalf of OCLC On Behalf of City of Fort Worth ("Institution")
Signatufe:_ '�lll Signature: /C,Gris•�.4(.si�
Name: Bruce Crocco J Name: Il61,A11e% Cost
Title: Vice President rL Title: fS7•�/r.. �9�r
Date: 2017 July 11 r,�7 Date: 8,//,/'7
ROVE
D AS TO FORM AND LEGALITY:
:PITYATT RNEY
d P. Go es, City S�cretsry
F FORT
U
OFFICIAL RECORD
CITY SECRETARY �XAS
FT,WOl RHI TX
n_. ,, -____s_j
RECOMMENDED BY:
Maril Marv' ssistant Library Director
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,
including ensurjallormance and reporting requirements.
MarilvA Marv' ssistant Librau Director
V FO
RTS
of••
ATT S .�
By: U
ary Kayser
City Secretary �-
�XAS
APPROVED AS TO FORM AND LEGALITY:
By:
�o
Paige Aebane
Assistant City Attorney
OFFICIAL RECORD
CITE'SI:CROTARY
FT.WORTH, (