APPROVE AND EXECUTE A FRAMEWORK AGREEMENT BETWEEN THE CITY OF DOWNEY AND OCLC, INC. FOR AUTOMATED DATABASE AND INTER -LIBRARY LOAN SERVICES DECEMBER 14,2021
PAGE # 2
Loan Services to its members. Interlibrary Loan is a service that allows patrons of the Library to borrow items from other libraries, with their Downey City Library card, if the item is not owned by Downey. Currently, Downey is able to request items for Interlibrary Loan from a small consortium of public libraries in the Greater Los Angeles area. The WorldShare platform would allow library staff to fill member requests by providing staff with access to libraries located across the United States, including public, academic and special collections libraries.
MEMK• -�*
Quality of Life, Neighborhood & Infrastructure
Public Engagement
Efficiency & Adaptability
The Framework Agreement includes an annual fee for the services provided by OCLC, Inc. The annual cost is $25,683.60 with OCLC to notify the Downey City Library in writing 60 days before any increase. The cost is included in the Library's annual budget and has been accounted for in the its 2021-2022 budget.
ATTACHMENTS
Attachment A: Framework Agreement between the City of Downey and OCLC, Inc, 0 Framework ree et
ADDRESSBILLING DIFFERENT FROM BO
Signatures follow on next page
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9AWSWal 0 00 PPtw ` r r r
as specified 4 -. r to enter r this Agreement.
Fro Uff M Im
Signature:
Name:
Title Mqyor
Date:
Signature:
Name:
Title:
Effective ate:
Bruce Crocco
Vice President
Notice Address for Institution Notice Address for CC:
Name: Benjamin Dickow Name: OCLC Inc.
Email: bdickow downs s acecenter.or Email: � l .
1X IY I1el:Il Ili
CITY CLERK
APPROVEDAST .
TY ATTORNEY
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herein, shall become effective upon full execution of the Agreement ('Sf6ective Date!'); (2) warrants that it has madeno 1 'P 9H 'k
as specified in this Agreement; and (4) warrants that it has the authority to enter into this Agreement.
Signature:
Name:
Title Mayor
Date:
Notice Address for Institution
Name: Benjamin Dickow
Email: bdicko,,A,(ii�dox�,,tievqt)acecenter.oi,ii.
CITY CLERK
APPROVED AS TO FORM:
Vice President
2022 January 31
Agovea
PF
Notice Address for OCC:
Name: OCLCInc.
Email: JAMIA(Am
s
Signature:
Name:
Title:
Effective Date. -
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Section I Schedules Incorporated
By marking the box associated with the Products and Services to which this Agreement applies below, Institution hereby subscribes to those Products and Services selected, and agrees to the associated schedule set forth at the links below. Institution may also subscribe to Products and Services by initialing an attached schedule for that Product or Service. Those schedules located at the links associated with the selected Products or Services in the table below and/or any schedules attached hereto are hereby incorporated into this Agreement (the "Schedule" or "Schedules").
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Section�2r r r r, ra
This "Agreement", including the Framework Agreement and the Schedule(s) selected in Section 1, establishes the general terms 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) z 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.ocic.org and as updated from time to time by is
3.7 Products mean the OCLC software, hardware, and other products licensed to Institution pursuant to this Agreement. The Products described in detail in the applicableProduct Descriptions but i• not include products provided by a 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 "..ns the Institution Data made available i by • to the public is 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-oducts and Services
4.1 General. OCLC will provide Instituti• • Products a Services to which it subscribes,• •.
Agreement and as described in the version of each Product or Service's respective Product Description. active on the Effective Date. Further informationbe • + at https://www.ocic.org/en/services.html .. provide OCLC with the assistance and information OCLC reasonablyneeds to perform . properly or OCLC otherwise reasonably e _ OCLC shall notbe liable forto perform its obligations arising frf to provide such assistance or information.
4.2 Modifications. OCLC may change or ra 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
4.3 Support. Supportservices be provided r d the support service description i e relevant Schedule. Further informationavailable
4.4 Limitations. Institution shall only use the Products and Services in accordance with the terms of this Agreement and for the purposes Y" e the Product Descriptions.
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Section . r1 i.': r
6.1 Term. This Agreement shall commenceon • shall remain in full forceand effect for specified in a pricing document, upon the expiration of which, the Agreement shall renew annually unless terminated according to Section 6.2, or if no such term is specified, the duration that Institution has access to the applicable Products or Services (the "Term"), subject to the earlier termination of this Agreement pursuant to Section 6.2 below.
6.2 Termination.or • •ual Schedules may be 1 in one ofollowing ways:
t• w i i• r, f r s
document, 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 s" or • :d up or • •. c• 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 cure(e such breach or . 0 days of f - from the non -breaching p. OCLC reserves 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
1 As otherwise explicitlyprovided in this Agreement.
6.3 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 ten-nination 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 Data for90 days after the effectivedate •termination, after OCLC shall have no obligation to maintain any InstitutionData.
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7.2 Price Changes. OCLC reserves the right to change any price/fee on an annual basis, provided that OCLC provides Institution written noticeof 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 quotcor 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
♦ :r ._ `i pursuant Agreementi Section ! OCLC will refund that portion of __ pre -paid by Institution corresponding to the period after termination. ., t •. it ♦ • ••ii Y i •. ,• r•i i,, i
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Section
9.1 DataSecurity.00LC has implemented and shall maintaincommercially appropriate, 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 incluf +' conducting audits accordance with th- i 001 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.
f,
9.3 NondisclosureData.,:. • 1 all InternalData in strict confidence and with the same standard of care it uses to protect own informationof is shall not. Data foriM'..` other than to provide Servicethe or as may be authorized in writing by Institution.00LC shallnot disclose . Data to any other party except: (a) to OCLC employees, agents, subcontractors and service providers, to whom Internal Data needs to be disclosed for purpose of providing th.Service; • as required by . or i respond to duly authorized • i ' f - 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 govern ingInstitution'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.
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liability,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. OCLC will have no liability, and Institution expressly releases OCLC from any associated - loss,theft,disclosure o- of such information.
9.5 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 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. Institutioni fi « for notifyingindividuals, regulators, • o C f • i • i before they are sent.
ri Data 1 g Agreement. To the extent Personal Data f M M Kingdom Switzerlandand are processed by OCLC and/or its affiliates, - following shallapply: The terms of ' Data Processing .
♦ r •incorporated by
reference « shall apply if and to _ extent ,t Institution Data includes Personal Data, as defined in the r' • To the extent Personal Data from the European EconomicArea + 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• and its applicable Affiliates, as defined by the DPA, are shalleach the data exporter, and Institution's acceptance of this Agreement . f Contractual« Appendices.
•' r r r ' .r �; rr•r r • ••
THE FULLEST EXTENT PERMITTED).
Qectione Of Products a! f
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 Products or or part eo violates 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 • f ` f to be displayed f r user by OCLC or OCLC supplier;to post, send, or - 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 Loc-US,EN-US, May 2021 Page 7 of 9 OCLC Framework Agreement
for all reasonable and verifiable costs associated with OCLC's compliance with governmental requests relating to Institution or Institutionr.:.r: including,but i "i to, warrants,. is judicialorders. i r • ,..• theforegoing Servicesand 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.
11.2 Credentials. Institution shall exercise all commercially reasonable efforts to prevent unauthorized use of the Products and and is solely'• r e for any and all use, including unauthorized use, of Products and Services initiated usingInstitution's♦■keys and/or crf '.: shall immediatelyf OCLC of . suspected or actualloss, theft or disclosure of any credentials and of any unauthorized use of a Product or Service. Should OCLC become aware of unauthorized of # API keys or _f . or unauthorized access to Product or •..' OCLC may notify Institutioni deactivate affected credentials.00LC will provide f administrative credentials 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 ht to: (i) investigate any violation of this Section or misuse of Products or_ enforce Section; and ,. `':'If or disable access, screen,or edit any InstitutionData a, violates these provisions. Without• OCLC also reserves the rightto 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 a • systems information p to allegedly illegalor • VIOLATION OF i
SUSPENSIONOF OCLC SERVICES AND SUCH OTHER ACTION OCLC REASONABLY DEEMS APPROPRIATE.■ r OR WILLFUL VIOLATIONOF i iSOLE
DISCRETION RESULT IN THE TERMINATION OF OR OCLC SERVICE, 1 OCLC warrants • • be performed in a professional an• • - manner and that, when operated • #. Product Description the Products and Hosted Services will be capable of *,ersubstantially noticein accordance with the functional specifications set forth in such Product Description. If any Products or Services fail to comply of # • 1 i days and# r to reproduce the noncompliance.00LC is unableto correct noncomo,liance Institution may terminate the Schedule for the relevant Product or Hosted Service in accordance with Section T. and, as its sole remedy,be entitled to a refund of an equitable portion of paid for the relevant Product i:.. Hosted Service after such noncompliance was reported. OCLC and Institution each warrant that its entry into this Agreement does not applicable a and government . and regulations. Institution warrants thatit possesses all :«hts 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 • • •. �• s i -i • • y
13.3 Independent 1 r . relationship of e parties is that of independent♦ r or and no agency, partnership, jointor 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 f •.•... i of of . f •. obligations (otherobligation i make payments when due) when caused by of God, acts of the other party or any other beyond the controlof said party and without its fault or
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W4111160"Mr."If lit 90321
Sectiiiu�4
Where a lead institution in a consortium (the "Group Administrator") is ordering on behalf of itself and other consortium •` this Section ••
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 • binds consortium members to this Agreement and shall indemnify OCLC from all loss, •- and damage arising from a breach of such warranty. Group Administrator shall provide each consortium member with a copy of this Agreement •...::• 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.
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World'Share@ Metadata/OCLC Catalogi
Section 1 Description
®CLC's cataloging and metadata services give Institution the tools needed to effectively manage the metadata for Institution's collection.
Section 2 Definitions
Guidelines2.1 "Guidelines" means the "Guidelines for Contributions to WorldCat" as modified from time to time. A current copy of th4 .•
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:
2.3 "Principles" means the WorldCat Principles of Cooperation as modified from time to time. A current copy of the Principles is . • ` .
2. "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.
JIM
In- . I , W. . H.
during the term hereof,• • OCLC that bibliographic r- • 1 • OCLC foraddition to OCLC, Inc. Schedule 2 WorldShare Metadata/OCLC Cataloging — EN -US — May 2021 Page I of I
SCHEDULE10
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 Master Services Agreement.
Section 3 Terms of Use
Subject to this Schedule and the MSA, 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.
OCLC, Inc. Schedule 10 WorldShare ILL — EN -US - May 2021 Page 1 of 1