HomeMy WebLinkAboutResolution No. 7717RESOLUTION NO. 7717
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AZUSA APPROVING THAT CERTAIN AGREE-
MENT ENTITLED "AGREEMENT BETWEEN CITY OF
AZUSA AND OCLC ONLINE COMPUTER LIBRARY
CENTER, INCORPORATED"
WHEREAS, OCLC is an organization of cooperating library
members which has developed, by means of its financial support,
a computerized system for creating and maintaining a regularly
updated data base of bibliographic records, holdings and other
information supplied by such members and other parties, and for
creating certain related products, which system is accessible
primarily through online telecommunications forming a part of
this system ("The OCLC System"), and is engaged, as well, in
research and development toward improvements therein; and
WHEREAS, bibliographic records of the holdings of the
CLSA participants have been or will be loaded into the OCLC
System; and
WHEREAS, the City of Azusa is a CLSA participant and
desires to be a general member of OCLC as defined in the agree-
ment; and
WHEREAS, the parties desire to contract as set forth
in the agreement and to acknowledge that a public purpose is to
be served furthering ease of access to and use of worldwide
scientific, literary and educational knowledge and information
which can only be provided by the OCLC System;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF AZUSA AS FOLLOWS:
SECTION 1. The City Council hereby approves that
certain agreement entitled "Agreement Between City of Azusa and
OCLC Online Computer Library Center, Incorporated" and further
authorizes the Mayor to execute the agreement on behalf of the
City in substantially the form as is attached hereto as
Exhibit "A."
SECTION 2. Pursuant to the provisions of Section
2.68.010 of the Azusa Municipal Code the bidding procedures
for the purchase of the services supplied by this agreement
are hereby waived upon the finding that it would be impractical,
useless, or uneconomical to follow such procedures and that the
public welfare would be promoted by dispensing with them in
that this is the only company supplying these services required
by the Azusa City Library.
SECTION 3. The City Clerk shall certify the adoption
of this Resolution.
PASSED, APPROVED AND ADOPTED this 3rd day of June
1985.
I HEREBY CERTIFY that the foregoing Resolution was
duly adopted by the City Council of the City of Azusa, at a
regular meeting thereof, held on the 3rd day of June
1985, by the vollowing vote of the Council:
AYES: COUNCIL MEMBERS: CRUZ, COOK, CAMARENA, LATTA, MOSES
NOES: COUNCIL MEMBERS: NONE
ABSENT: COUNCIL MEMBERS: NONE
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Preamble .............................................. 1
ARTICLEI DEFINITIONS ........................................... 2
ARTICLEII
OCLC MEMBERSHIP .......................................
6
B.
Current Cataloging ....................................
13
ARTICLE III
RESPONSIBILITIES OF OCLC
14
A.
In General ............................................
7
B.
Terminals .............................................
8
C.
OCLC Software .........................................
9
D.
Telecommunications ....................................
10
E.
Technical Support to Participant ......................
11
F.
OCLGMARC Subscription Tapes ..........................
11
G.
New Online Processes and Offline Products and Services.
12
H.
Retrieval of Records by the State .....................
12
I.
Retrieval of Records by Participant ...................
12
ARTICLE IV RESPONSIBILITIES OF PARTICIPANT
A.
Standards .............................................
13
B.
Current Cataloging ....................................
13
C.
Non -Member Services
14
...................................
D.
Site Preparation ......................................
14
E.
Charges ...............................................
14
F.
Terminal Printer Port .................................
14
G.
Attachments to and Use of the OCLC System .............
15
ARTICLE V
OCLC CHARGES
A.
Payments and Discounts ................................
16
B.
Modification of Charges and Discounts ..................
17
ARTICLEVI
TAXES .................................................
17
ARTICLE VII
USE AND TRANSFER OF RECORDS ...........................
18
ARTICLE VIII
WARRANTIES AND LIMITATIONS OF LIABILITY ...............
19
ARTICLE IX
INFRINGEMENT UNDERTAKINGS AND GRANT OF LICENSE
A.
By OCLC...............................................
21
B.
By Participant ........................................
21
C.
License Grant .........................................
22
D.
Survival of Rights and Obligations ....................
22
ARTICLE X
RESPONSIBLE USE .......................................
22
ARTICLE XI
FORCE MAJEURE.........................................
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ARTICLEXII
TERM AND TERMINATION ..................................
23
ARTICLEXIII
ASSICaP7ED7P............................................
25
ARTICLEXIV
NOTICES ...............................................
25
ARTICLE XV
MISCELLANEOUS
A.
Effect of Waiver ......................................
26
B.
Headings
..............................................
26
C.
C.
App ........................................
26
D.
Originals
.............................................
26
E.
Entire Agreement .......................................
27
E
Access to OCLC Online System
will be by (check as appropriate)
[ ] Dial Access
[ ] Dedicated Line
Check [ ] if Participant is a CLSA
Cooperative Library System
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OCLC ONLINE COMPUTER LIBRARY CENTER, INCORPORATED
THIS AGREEMENT ("Agreement") is made as of the date of last
signature below by and between
, a
not-for-profit institution organized and existing under the laws of the
State of California, hereinafter referred to for purposes of this Agreement
as "Participant", and OCLC ONLINE COMPUTER LIBRARY CENTER, INCORPORATED, a
not-for-profit institution organized and existing under the laws of the
State of Ohio, hereinafter referred to for purposes of this Agreement as
"OCLC".
W I T N E S S E T H:
WHEREAS, OCLC is an organization of cooperating library members
which has developed, by means of their financial support, a computerized
system for creating and maintaining a regularly updates' database of
bibliographic records, holdings and other information supplied by such
members and other parties, and for creating certain related products, which
system is accessible primarily through on-line telecommunications forming a
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part of the system (the "OCLC System"), and is engaged, as well, in
research and development toward improvements therein; and
WHEREAS, OCLC is engaged, among other activities, in making
widely available to its members, by contract, (i) access to the OCLC System
and (ii) certain collateral processes, products and services; and
WHEREAS, bibliographic records of the holdings of CLSA
participants (as defined below) have been or will be loaded into the OCLC
System; and
WHEREAS, Participant is a CLSA participant and desires to be a
general member of OCLC as defined in the OCLC Code of Regulations-, and
WHEREAS, the parties desire to contract as herein provided, and
in connection_therewith to acknowledge a public purpose to be served of
furthering ease of access to and use of worldwide scientific, literary and
educational knowledge and information;
NOW, THEREFORE, for and in consideration of tLe covenants and
undertakings set forth herein, OCLC and Participant hereby agree as
follows:
ARTICLE I - DEFINITIONS.
For purposes of this Agreement, the terms set forth below have
the meanings indicated.
A. "CLSA" means the California Library Services Act as
defined in Section 18700 through Section 18767..of the California Education
Code.
B. "CLSA Current Acquisitions" means all library materials
acquired by purchase, gift, or exchange.by CLSA participants on or after
July 1, 1978._ .
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C. "CLSA Data Base" means the data base of bibiographic
records and holdings information having the size and other characteristics
described in Section 3.3 of the RFQ, plus the additional records of CLSA
Program Participants collected by the State for the period April 4 through
November 30, 1984, together with all additional bibliographic records and
holdings constituting the cataloging first performed or obtained during the
term hereof of the CLSA Current Acquisitions of CLSA Program participants,
added online or by Tapeloading to the OCLC Online Union Catalog under the
Memorandum of Understanding or any of the contracts regLired to be entered
into by OCLC under the Memorandum of Understanding.
D. "CLSA Data Base Program" means the ongoing computerized
database program described in the CLSA.
E. "CLSA Data Base Program Records" means the
machine—readable records and holdings comprising the CLSA Data Base.
F. "CLSA participants" means those California public
libraries and CLSA Cooperative Library Systems participating in resource
sharing cooperation as specified in the CLSA and desionated as CLSA
participants by the State of California under the Memorandum of
Understanding, but excluding libraries and CLSA Cooperative Library Systems
which the State advises OCLC have ceased to be CLSA participants.
G. "CLSA Cooperative Library Systtc;." means a public library
system which consists of two (2) or more jurisdictions entering into a
written agreement to implement a regional program in accordance with the
CLSA, and which, as of the effective date of the CLSA, was designated a
library system under the California Public Library Services Act of 1963 or
was a successor to such a library system, and all of the public libraries
in which system are CLSA participants.
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H. "Current Cataloging" means all cataloaing of
bibliographic materials first performed or obtained by Participant during
the term hereof, regardless of the date of acquisition ur imprint of the
item cataloged, which cataloging is in alphabets capable of being processed
by the OCLC System; provided, however, that Current Cataloging will not
include the cataloging of materials to which Participant customarily gives
less than 'W' -level cataloging as set fora. in Online Systems Bibliographic
Input Standards, Second Edition (1982), a copy of which has been furnished
to Participant by OCLC prior to the -effective date hereof, or such other
minimal level of"cataloging as OCLC may promulgate from time to time, or as
may be agreed to by the parties -from time to time'.'
I. "First-time Use" means Participant's initial use of a
catalog record in the OCLC-Online Cataloo for -cataloging, where the record
is not input by the Participant.
J. "Memorandum of Understanding" means the memorandum of
understanding between the State of California and OCLC fcr installation and
operation of a--CLSA online, integrated data base system by OCLC.
K. "OCLC-Derived Records" ratans all records stored in the
OCLC Online Union Catalog other than (i) recoras designated in the 040
field as original cataloging by an institution which was, at the time of
addition to the OCLC Online Union Catalog a CLSA participant; and (ii)
records to which there has been attached by Tapeloading the holdings symbol
of an institution which was -at such time-a-CLSA participant, or the online
identifying symbol used by OCLC-for CLSA records introduced as original
cataloging as to which OCLC cannot identify the original cataloging
library's symbol.'
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L. "OCLC offline archive files" means (i) as to Shared
Cataloging transactions by CLSA participants, the stored copies of all
records created by use of the OCLC System; (ii) as to tapeloaded records
which are successfully matched with records in the OCLC Online Union
Catalog, the stored copies of the records as they appear in the OCLC Online
Union Catalog; and (iii) as to tapeloaded records which are not
successfully matched with records in the OCLC Online Union Catalog, the
stored copies of all information recorded on the input tape in fields which
are, at the time of the tapeload, validated fields as defined in the OCLC
System, provided, however, that no local information will be retained in
the OCLC offline archive file in the case of consolidated, tapeloaded
records containing multiple institutions' local data, except for data
hereafter specifically defined and agreed to in advance.
M. "OCLC Online Union Catalog" means the database of
bibliographic records, library holdings information, indexes and related
files of information (including Authority file, local data records and Name
Address Directory) maintained online in, and forming a part of, the OCLC
System.
N. "OCLC participants" means the general members of OCLC, as
defined in the OCLC Code of Regulations in existence at the effective date
hereof.
O. "OCLC Services" means personnel training services, and
field services such as services for the repair and maintenance of OCLC
Terminals.
P. "OCLC Software" means programs, programming, routines,
compilers and other software (together with related documentation) desioned
by or for OCLC, or acquired by OCLC, copies of which are made available fer
transfer to OCLC participants generally.
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4• "OCLC System" means the system as defined on page 1 of
this Agreement.
R. "OCLC Terminals" means terminals designed by and/or
manufactured by or for OCLC for operation on the OCLC System.
S. "Offline Products" means (i) those OCLC products, which
are derived from Participant's use of Online Processes, including
cataloging products such as catalog cards and OCLC/MARC tapes, and (ii)
OCLC Terminals for accessing the OCLC System.
T. "Online Processes" means processes performed online and
by means of connection to the OCLC System involving access to and use of
the OCLC Online Union Cataloc, including, but without limitation,
cataloging, catalog card production, inter -library loan, acquisitions and
serial control.
U. "Shared Cataloginc" means Participant's use of the OCLC
System to perform cataloging functions, online, from terminals and throuch
telecommunications, which functions include, without limitation, the
creation of catalog records and holdings information maintained within the
OCLC System, and the editing of copies of cataloe records.
V. "State" means the State of California.
W. "Tapeloading" means the submittal to OCLC of
machine-readable tapes permitting input into the OCLC Online Union Cataloo
of data representing an institution's cataloging records derived from
sources other than OCLC, and the actual input of such data.
ARTICLE II — OCLC MEMBERSHIP.
Participant understands and agrees that by executing this
Agreement, it will become a participant in OCLC and as such will be a
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general member thereof as provided in Article IV of the Code of Regulations
of OCLC.
ARTICLE III - RESPONSIBILITIES OF OCLC.
A. In General
OCLC shall, during the term hereof and subject to the
terms and conditions of this Agreement, provide Participant (i) access to
the OCLC System for use by Participant of the Online Processes set forth in
Appendix 1 hereto attached and (ii) Offline Products, OCLC Services and
copies of OCLC Software set forth in Appendix 1 hereto attached. OCLC
reserves the right to revise Appendix 1 from time to time by adding items
thereto, or on ninety (90) days prior written notice, deleting items
therefrom, provided that any such deletions shall be applicable to OCLC
participants generally; and provided further that the Online Processes
available to Participant shall in any event include access to the OCLC
Online Union Catalog for the purposes of (i) bibliographic search ana
verification, (ii) inter -library loan, (iii) inter -library reference with
CLSA participants and (iv) collection development. In addition,
Participant shall be free to download records from the OCLC Online Union
Cataloo subject to the terms of Article IV -F below. OCLC's obligations
under this Article III are subject to the prior receipt from Participant of
documentation which may be requested from time to time from OCLC
participants generally, including separate or supplemental agreements for
specific processes, products, services and modes of access to the OCLC
System. OCLC shall exert its reasonable best efforts to make the OCLC
System available between the hours of 6:00 a.m. ana 10:00 p.m., Dublin,
Ohio local time, Monday through Friday, and between the hours of 8:00 a.m.
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and 8:00 p.m., Dublin, Ohio local time on Saturday, except holidays
observed by OCLC (and the day before or after when such holidays fall on
weekends). OCLC reserves the right to suspend availability of the OCLC
System for required repair'or iraintenance, and where periods of downtime
occur as a result of scheduled maintenance functions, OCLC shall notify
Participant thereof in advance, by online screen message or other
appropriate means. Access to the OCLC System hereunder shall be by either
(i) dedicated, leased communication facilities or (ii) dial access (either
via public switched network or value-added network) as indicated on page 1
hereof. All products sold or transferred to Participant hereunder, exceot
terminals, will be delivered F.O.B. shipping point unless otherwise
hereafter agreed from case to case. All online transactions by Participant
will be journalized by OCLC uniquely from other institutions to insure
identification of all bibliographic records, holdings and changes thereto
input by CLSA participants. The OCLC System shall permit the attachment of
a unique OCLC-assicned holdings symbol to each catalog record used or
created by Participant for its cataloging under this Agreement, and shall
permit the online display of all holdings symbols attached to each such
record.
B. Terminals
1. If access to the OCLC System is by dedicated
line, then OCLC Terminals, together with the installation thereof, will be
offered for sale to Participant in accordance with the terms and conditions
set forth in the standard form of OCLC Terminal sale agreement in effect at
the date of the transaction, a copy of which will be furnished to
Participant on request. Currently, such terminal sale agreement for the
OCLC M300 Workstation Terminal ("Workstation"), in the form of an OCLC
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computer products acceptance form, is submitted to a representative of
Participant at the time and place of installation of the Workstation.
Participant fray use, for accessing the OCLC System any terminals not
furnished by OCLC provided that the same are compatible with the OCLC
System and approved as such by OCLC upon written request from Participant.
If access to the OCLC System is by dial access, then OCLC Terminals may be
offered for sale to Participant, or Participant may use any terminals not
furnished by OCLC. Requirements for compatibility of dial access terminals
with the OCLC System will be published from time to time by OCLC. In
special situations, and subject to case-by-case approval by OCLC, OCLC
Terminals may be offered for lease to Participant .n accordance with the
terms and conditions set forth in the standard form of OCLC Terminal Lease
Agreement in effect at the date of the transaction, a copy of which will be
furnished to Participant on request.
2. At the request of Participant, OCLC will provide
maintenance service for OCLC Terminals sold to Participant, which service
shall be in accordance with the terms and conditions set forth in the
then -current standard form of OCLC Terminal maintenance agreement, a copy
of which will be furnished to Participant on request.
C. OCLC Software
Copies of OCLC Software set forth on Appendix 1 will be
made available to Participant on the terms set forth in (i) license
agreements between Participant and OCLC to be signed by Participant or (ii)
license agreements between Participant and OCLC which need not be signed by
Participant, as OCLC may stipulate from time to time. Currently, as to
certain OCLC Software, the license agreement is submitted to Participant as
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a "tear -and -open" agreement which the parties intend to become effective
upon the opening of the software and documentation package by Participant.
D. . I Telecommunications
_ 1. OCLC shall arrange for and solely control a
private telecommunication network between OCLC, Participant and other OCLC
participants, to permit the delivery of Online Processes under this
-Agreement to terminals -.used to access the OCLC System by dedicated line.
OCLC will, at all times, direct and control all aspects of network
configurations; including, without limitation, the mode of
telecommunication networking, the telecommunications carrier, the sequence
of stations and the method for delivery of the Online Processes. The
telecommunication network furnished by OCLC shall include and terminate
.with a,required modem(s),on the.premises of Participant. Such ..odem(s),
including all modem(s) installed by OCLC under any preceding agreement
between Participant and OCLC, and still in place on the effective date
hereof, are owned by OCLC. Upon expiration or termination of this
Agreement for any reason, the modem(s) will be returned to OCLC by
Participant. Risk of loss cr damage -to modems will remain with OCLC except
for loss or damage resulting from willful acts or gross negligence by
Participant. Participant shall not make any changes or add any attachments
to the telecommunications system as arranged by OCLC.
2. OCLC will provide dial-up access to the OCLC
System through direct,.long distance_ dialing,.and through TYMNET and
TELENET (or, -at OCLC's.option, other equivalent valuedded or other
-networks which, in OCLC's reasonable-opinion,.are more advantageous to CLSA
participants generally). Both 300 and 1200 BPS speeds will bc.made
available.
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E. Technical Support to Participant
OCLC will provide:
1. Training of personnel in the operation of the
Online Processes and Offline Products to be furnished hereunder.
2. All reasonable, continuing, technical assistance
to Participant, including the provision of a toll—free telephone contact
with OCLC which Participant may use during all hours of OCLC System
operation.
3. Field and workshop training of personnel of
Participant in new subsystems.
4. Technical bulletins, instruction manuals, and
other specialized documentation and updates which OCLC makes available for
use by OCLC participants generally.
5. Assistance to Participant to assure the accuracy
of all forms, purchase orders, contracts and other documents required by
OCLC to initiate and provide Online Processes and Offline Products and
Services hereunder, including a catalog profile and pack definition table
for Participant.
F. OCLC/MARC Subscription Tapes
During the term hereof, OCLC will make available to
Participant upon a subscripticn basis with orders placed in advance, and
upon a schedule applicable tc all OCLC participants, copies in OCLC/MARC
format, on magnetic tapes, of the cataloo records of Participant which it
has added to the OCLC Online Union Catalog, or to which it has attached its
OCLC-assigned holdings symbol, durinathe term hereof. OCLC will also make
available to Participant, during the term hereof, copies of the
machine-readable records of other OCLC participants who have given their
written consent to OCLC.
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G. New Processes, Products and Services
OCLC agrees that as soon as it has completed development
and testing, and is ready to release to its participants generally, new or
enhanced Online Processes, Offline Products, OCLC Software and OCLC
Services, the same will be made available to Participant hereunder, by
addition to Appendix 1 hereto attached. The charges, terms and conditions
for such new and enhanced processes, products and services will be
announced by OCLC and may be the subject of separate or supplementary
agreements between the parties.
H. Retrieval of Records by the State
OCLC shall provide to the California Library Services
Board ("CLSB"), on behalf of the State and at the expense of the State,
copies of any or all of Participant's CLSA Data Base Program Records as
requested by CLSB, as these records exist in OCLC's offline archive files
at the time of the request, such records to be supplied in OCLC/MARC
format.- Said records shall be furnished at such price(s) and on such terms
and conditions as are agreed upon by OCLC and the State under the
Memorandum of Understanding.
I. Retrieval of Records by Participant
OCLC agrees that during all periods of time when it is
required to provide copies of CLSA Data Base Program Records to the CLSB
under Article III—H above, it will also -offer to provide to Participant, on
one hundred twenty (120) days prior written notice to OCLC, any or all CLSA
Data Base Program Records, as such records exist in OCLC's offline archive
files. Such records will be shipped on magnetic tape, in OCLC/MARC format,
with or without consolidation of transactions for each bibliographic record
and with or without AACR2 processing, as ordered by Participant. Cost to
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Participant for the provision of these records will be determined in
accordance with Article V hereof, and will not exceed the charges made to
OCLC participants for retrieval of archive records and for tapes at the
time of delivery thereof to Participant. Participant hereby consents to
allow copies of any records and holding information input to the OCLC
System by Participant, and constituting CLSA Data Base Program Records, to
be furnished by OCLC to any and all other CLSA participants.
ARTICLE IV — RESPONSIBILITIES OF PARTICIPANT.
A. Standards
When accessing the OCLC System, Participant shall abide
by standards set forth in Online System Bibliographic Input Standards,
Second Edition (1982), as the same may be amended from time to time, and by
other standards regarding use and operation of the OCLC System and/or the
Online Processes adopted by OCLC from time to time for application to OCLC
participants generally.
B. Current Catalocinq
Participant agrees to search the OCLC Online Union
Catalog in connection with all of its Current Cataloging, determining which
of the catalog records required for Current Cataloging are available
therein, and to the extent not available therein, to create the records and
insert them into the said Union Catalog by means of Shared Cataloging.
Whether such catalog records are already available in the said Union
Catalog or are created and inserted by Participant, Participant agrees that
it will attach its OCLC—assigned holdings symbol to all catalog records in
the OCLC Online Union Catalog required for Current Cataloging. Provided
that Participant has met its responsibilities under this Paragraph B,
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nothing herein shall prevent Participant from also carrying out cataloging
by any other means it may elect. Participant agrees during the term of
this Agreement to maintain its holdings information in the OCLC Online
Union Catalog in an accurate and up-to-date condition, and to inform OCLC
promptly of any errors in catalog entries in the said Union Catalog which
Participant is unable to correct online.
C. Non -Member Services
Participant agrees that it will not access the OCLC
System to perform services or provide assistance for or on behalf of any
non-OCLC member except with the prior written consent of OCLC; provided,
however, that such use for ncn-members is permitted (a) where it generates
an inter -library loan request on the OCLC inter -library loan subsystem and
(b) where an OCLC-authorized processing center participant carries out
Current Cataloging on behalf of its client users.
D. Site Preoaraticn
Participant shall be responsible for site preparation for
OCLC Terminals in accordance with specifications to be furnished by OCLC.
E. Charges
Participant shall make payment of OCLC charges hereunder
in accordance with the requirements of Article V below.
F." ,. Terminal Printer Port
Participant agrees that, except with OCLC's prior written
consent, it will not obtain cataloo records in machine-readable form, by
way of a terminal-de`vioe or other dzvice or means for accessing the OCLC
System, when Participant's OCLC-assigned holdings symbol has not been
attached to such records in -the OCLC Online Union Catalog, except in the
following cases:
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(i) Records required by Participant to carry out
Current Cataloging or authorized retrospective conversion activities
hereunder may be stored temporarily, prior to attachment of Participant's
holdings symbol, as required by Participant's established work flow
procedures; but no other use or transfer of such stored records shall be
made prior to attachment of said holdings symbol.
(ii) Records may be obtained and used by Participant
in connection with its acquisition of new library materials provided (a)
that the records are not transferred or made available to third parties
other than the publishers or suppliers to whom Participant's purchase
orders for such new materials are issued; and (b) that Participant's
OCLC-assigned holdings symbol is attached to all such records in the OCLC
Online Union Catalog reasonably promptly after receipt by Participant of
the newly acquired materials.
If Participant is a CLSA Cooperative Library
System, records may be obtained to which the OCLC-assigned holdings symbol
of any member of the CLSA Cooperative Library System has been attached, to
carry out the authorized purposes of such system.
G. Attachments to and Use of the OCLC System
a. Except as permitted in a separate agreement
entered into between Participant and OCLC, Participant will not cause or
permit any equipment or device to be directly or indirectly attached,
linked or used with the OCLC System except equipment and devices permitted
under the OCLC Attachments Policy attached hereto as Appendix 3 (as the
same may be amended from time to time on ninety (90) days prior written
notice by OCLC).
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b. No application or use of the OCLC System or OCLC
Online Union Catalog not expressly permitted by this Agreement will be Rade
by Participant without the prior written consent of OCLC.
C. Any computer facilities or software programs
provided by Participant for use with the OCLC System shall be without
adverse effect on the System.
ARTICLE V — OCLC CHARGES.
A. Payments and Discounts
Participant will pay OCLC the aggregate charges and
rentals for access, processes, products, licenses and servioes furnished by
OCLC under this Agreement, as provided in Appendix 1 hereto attached.
Participant will be entitled to participate in the OCLC
Subscription Discount Program as set forth in Appendix 2 hereto attached,
earning the discounts referred to therein.
Invoices based on actual usage of processes, sales and
rentals of products, licenses and services, and other amounts due, if any,
will be rendered to Participant monthly. Statements will reflect the
appropriate discount to which Participant is entitled by virtue of its
participation in the aforesaid Subscription Discount Program. Net amounts
due to OCLC after crediting subscription discount payments will be payable
in accordance with the terms set forth in Appendix 1 and/or 2 hereto, and
will include a late payment service charge, computed at the percentage rate
shown therein, for amounts paid beyond stated terms.
Any subscription discount payment not credited against
monthly invoices, shall, at Participant's option, be refunded to
Participant in cash on thirty (30) days prior written notice to OCLC.
16
• OCLC650212:01 NFP
CLSA: Shared Cataloging
In the event of termination of this Agreement pursuant to
Article XII OCLC will refund to Participant any subscription payment in
excess of claims against such payment.
B. Modification of Charges and Discounts
OCLC may reduce any charges provided for in this
Agreement effective at any time, and may increase or add new such charges
for existing processes, products and services, or change the form or method
of charging, upon sixty—five (65) calendar days prior written notice to
Participant, provided, however, that as to the following charges set forth
on Appendix 1 hereto, no increase shall become effective prior to July 1,
1986:
Display Holding $ .09
Search Charge (if applicable) $ .11
ILL Request $ 1.34
Password Annual Fee $ 48.00/year
Annual Dial Access Authorization $200.00/year
System Service Fee (dedicated terminal only) $ 26.50/month
Terminal Maintenance $ 43.00/month
Training Fee — 4;aived $ .00
When any modification in charges becomes effective
pursuant to notice given, Appendix 1 and/or 2 shall be deemed to be amended
to provide for those modifications. If new processes, products, licenses
or services are added to Appendix 1 to this Agreement, the charges
applicable thereto will be deemed added at the same time to Appendix 1.
ARTICLE VI — TAXES.
A. All charges set forth on Appendix 1 to this Agreement are
exclusive of sales, use, excise and similar taxes which may be applicable
to the transactions dealt with in this Agreement, all of which taxes,
together with interest and penalties thereon shall be for the account of
Participant and reimbursed to OCLC. Such taxes for which claims or
17
OCLCB50212:01 NFP
CLSA: Shared Cataloging
assessments could be made against OCLC may be added to invoices to
Participant unless a valid exemption certificate has been furnished to OCLC
by Participant. Participant may, at its own expense and in OCLC's name,
challenge or seek abatement or refund of taxes for which it is liable
hereunder. OCLC shall cooperate with Participant in that regard by
providing all relevant information that is available to OCLC. Each party's
obligations under this Article VI shall survive the expiration or
termination of this Agreement.
B. Participant represents that it is exempt from the payment
of Federal income tax.
ARTICLE VII - USE AND TRANSFER OF RECORDS.
Participant shall be free, without restriction by OCLC, to use,
copy, display and distribute, in any manner it may elect, (a) copies of all
catalog records received or obtained by it which are not OCLC-Derived
Records, and (b) copies of all OCLC-Derived Records received or obtained by
it during the term of this or any preceding agreement with OCLC, and of all
derivative works made therefrom, except that Participant agrees that it
will not permit online access to OCLC-Derived Records or derivative works
made therefrom except to its end-user patrons and to other OCLC
participants, and it will not permit the transfer of copies of OCLC-Derived
Records or derivative works made therefrom, in machine-readable form, to
third parties other than (i) OCLC participants; (ii) vendors from whom
Participant acquires goods or services in transactions requiring such
vendors to have access to said records or derivative works, where such
vendors have first signed and delivered to Participant an agreement in the
form shown on Appendix 4 hereto attached, restricting the subsequent use
0
0
OCLC850212:01 NFP
CLSA: Shared Cataloging
and transfer of such records; and (iii) non-OCLC participants (other than
vendors referred to in clause (ii) above), subject to prior negotiation by
OCLC and Participant of mutually agreed terms and conditions. A copy of
each agreement between Participant and its vendors, required by clause (ii)
above, shall be furnished to OCLC by Participant promptly following its
execution by the parties. Notwithstanding the foregoino, it is agreed that
in the event Participant is linked with other libraries which are not
members of OCLC, in an online, automated system, Participant shall be free
to add its OCLC-Derived Records to such system ror use in an online public
access catalog and/or circulation system, provided that the system
participants which are not OCLC participants do not exceed thirty (30) in
number and such participants have agreed with Participant and OCLC (and a
copy has been furnished to OCLC) that the OCLC-Derived Records will not,
without further agreement with OCLC, be used for cataloging purposes or be
transferred in machine-readable form to third parties. Participant's
rights and obligations under this Article VII shall survive the expiration
or termination of this Agreement.
ARTICLE VIII - WARRANTIES AND LIMITATIONS Or LIABILITY.
A. Catalog cards, OCLC/MARC subscription tapes and other
Offline Products, except OCLC Terminals and OCLC Software, will, at the
delivery thereof, be free of errors or defects caused by OCLC or its
suppliers. If any such products prove, within sixty (60) days after
delivery to have been defective or to have contained errors upon delivery,
OCLC will either replace the item by reproducing it free of charge or, at
OCLC's option, by requiring new online transactions by Participant with
issuance of full credit. OCLC Terminals sold to Participant hereunder and
19
• • OCLCB50212:01 NFP
CLSA: Shared Cataloging
OCLC Software licensed to Participant are warranted as provided from time
to time in the standard form of OCLC terminal sale and software license
agreements. THE FOREGOING OBLIGATIONS AS SET FORTH OR REFERENCED IN THIS
ARTICLE VIII—A REPRESENT OCLC'S SOLE AND EXCLUSIVE LIABILITY FOR ANY DEFECT
OR FAILURE IN ONLINE PROCESSES, OFFLINE PRODUCTS, OCLC SERVICES AND OCLC
SOFTWARE.
B. Immediately prior to the delivery of all Offline Products
sold or leased to Participant hereunder, OCLC will have good title thereto;
and immediately prior to the delivery of copies of any OCLC Software to
Participant hereunder, OCLC will have the right to -extend to Participant
the related licenses.
C. -- OCLC shall maintain the OCLC System during the term
hereof, and shall exert continuing efforts to upgrade the OCLC Online Union
Catalog .and .to improve performance of the OCLC System.
D. Except fcr the express warranties stated above in this
Article VIII and the undertakings in Article IX below, OCLC makes no
express or implied representations or warranties with respect to the OCLC
System, Online Processes, Offline Products, OCLC Services or OCLC Software.
All other warranties, including the WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR USE ARE HEREBY DISCLAIMED. OCLC SHALL NOT BE
LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE
POSSIBILITY THEREOF AND REGARDLESS OF THE FORM OF ACTION, NOR SHALL IT BE
LIABLE FOR EXEMPLARY DAMAGES OR LOST REVENUES. In the event that the
exclusivity or limitation of liability or remedy set forth above is held to
be unenforceable for any reason, then OCLC's total liability to Participant
in respect of any claim, regardless of the form of action, shall not exceed
the value of all transactions under this Agreement for three (3) months
Preceding the incident giving rise to such claim.
• • OCLC850212:01 NFP
CLSA: Shared Cataloging
ARTICLE IX — INFRINGEMENT UNDERTAKINGS AND GRANT OF LICENSE.
A. By OCLC
OCLC agrees to defend and assume all of Participant's
liability, casts and expenses for any suit or claim brought or asserted
against Participant on the ground that the Online Processes, Offline
Products, OCLC Services or OCLC Software, as furnished by OCLC, infringe
any patent, copyright, trademark, secrecy or other proprietary interest of
third parties, provided and upon the conditions that Participant (i)
promptly deliver to OCLC written notice of any claim of such infringement
together with all infringement notices and other papers received by
Participant and (ii) give OCLC all information and assistance reasonably
requested, together with exclusive authority to investigate, settle and
defend such claim. THE FOREGOING SETS FORTH OCLC'S ENTIRE LIABILITY TO
PARTICIPANT FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OF THE TYPES DEALT tgITH
IN THIS ARTICLE IX—A.
B. By Participant
Participant agrees to defend and assume all of OCLC's
liability, costs and expenses for any suit or claim brought or asserted
against OCLC on the ground that any information or data entered into the
OCLC Online Union Catalog by Participant, including any use, reproduction
or transfer thereof by OCLC or its designees, infringes any copyright,
trademark, secrecy or other proprietary interest of third parties, provided
and upon the conditions that OCLC (i) promptly deliver to Participant
written notice of any claim oi --uch infringement, together with all
infringement notices and other papers received by OCLC and (ii) give
Participant all information and assistance reasonahl— —guested, together
with exclusive authority to investigate, settle and defend such claim. THE
0
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FOREGOING SETS FORTH PARTICIPANT'S ENTIRE LIABILITY TO OCLC FOR ANY ACTUAL
OR ALLEGED INFRINGEMENT OF THE TYPES DEALT WITH IN THIS ARTICLE IX -B.
C. License Grant
Participant hereby grants to OCLC, other OCLC
Participants, non -participant users and designees a non-exclusive,
royalty -free right to copy, display, publish, prepare derivative works
from, distribute and use (including, without limitation, use in forming new
compilations of information) all bibliographic -records, holdings and other
information supplied to OCLC-during the term of this Agreement by
Participant or any entity acting on its behalf, under any copyright,
patent, secrecy or other proprietary right therein owned or controlled by
Participant.
D. Survival of Richts and Oblications
Participant's and-OCLC's rights and obligations under
this Article IX shall survive any expiration or termination of this
Agreement.
ARTICLE X - RESPONSIBLE USE
Participant agrees to comply with any code of responsible use
`
adopted by OCLC for OCLC participants upon the recommendation of the OCLC
Users Council, and to act in the use of the OCLC System, the Online
Processes and Offline Products with good faith and loyalty to all other
OCLC participants, doing nothing to waste, diminish or cause harm to the
shared beneficial interest of such other participants in OCLC. It is a
duty of OCLC participants to act cooperatively with each other and to avoid
practices which have the effect either of shifting the burden of payment
for OCLC products and services away from those receiving the same, or
22
0
OCLC850212:01 NEP
CLSA: Shared Cataloging
manipulating use of the OCLC System in ways which unreasonably and
adversely affect its performance. The following practices are some
examples of violations of the duty of responsible use:
(i) Creating duplicate records in the OCLC Online Catalog,
whether as a result of failing to search fully before doing original input,
in order to reflect local bibliographic information, in order to avoid the
First Time Use charge, or otherwise.
(ii)
Use of
the save file as
an electronic mail system.
(iii)
Doing
Current Cataloging
or reclassification cataloging under
a retrospective conversion authorization.
(iv) Placing multiple inter -library loan requests on one
inter -library loan work form.
ARTICLE XI - FORCE NAJEURE.
Neither party shall be liable for any failure or delay in
performance hereunder (other than of an obligation to pay money) due to or
resulting from any cause beyond its reasonable control including, but not
limited to acts of God, acts of the other party, strikes, shortage of
materials, actions of government, fire, adverse weather conditions or
operational failure, provided that the party so affected notifies the other
promptly of the commencement and nature of the cause, the corrective steps
to be taken and the estimated duration of the delay.
ARTICLE XII - TEPTI AND TEP11INATION.
A. Subject to the balance of this Article XII, this
Agreement shall remain in effect indefinitely, until terminated by either
party entirely in its own discretion and for any reason whatsoever, upon
not less than ninety (90) day's prior written notice to the other.
23
1J
OCLC850212:01 NEP
SA: Shared Cataloging
B. -This Agreement shall terminate automatically, ninety (90)
days after receipt by OCLC from Participant or from the State of written
notice that Participant is no longer a CLSA participant.
C. This Agreement is subject to termination by OCLC upon
sixty (60) days prior written notice to Participant in the event of any
cancellation or termination of the Memorandum of Understanding.
D. Whenever either party believes that the other has
committed a breach of any material obligation under this Agreement, it may
give the other notice to that effect with reasonable specificity. The
other party shall use its best efforts promptly to remedy any breach and
shall keep the party giving notice informed of the nature of the remedial
action planned and taken, or will respond to the notice, with an
explanation of the reasons it believes that no breach has occurred. When a
party in material breach has not corrected same or is not diligently taking
necessary corrective action within twenty (20) days after notice of such
breach, which action will enable the party to cure the breach within a
reasonable time, or if the party becomes insolvent, is the subject of a
petition filed under any chapter of the Bankruptcy Act and not withdrawn
within sixty (60) days or if a receiver is appointed for all or part of a
party's property, then the other party shall be entitled to seek
appropriate relief under this Agreement and under applicable law, which
relief includes, without limitation, termination of this Agreement by
written notice, without liability therefor.
E. Notwithstanding.the.provisions of Paragraph D above, if
Participant fails;tc issue payment within ; ten . (10) business days after
receipt of notice from OCLC of non—payment of charges due and payable under
this Agreement. and not reasonably in dispute, OCLC may terminate the
24
9
OCLCB50212:01 NFP
CLSA: Shared Cataloging
Agreement by notice in writing effective at any time after the end of those
ten (10) days and prior to receipt of the late payment, without liability
for such termination.
F. Whenever any material obligation of either party under
this Agreement is postponed or delayed pursuant to the provisions of
Article XI above for more than ninety (90) consecutive days, then the other
party may give notice of termination of this Agreement, effective thirty
(30) days after such notice, unless by such date the cause of the delay has
been removed and performance of the delayed obligation has been resumed.
ARTICLE XIII — ASSIGNMENT.
This Agreement may not be assigned by either party, in whole or
in part, without the express, prior, written consent of the other, except
that assignment may be made by OCLC, without such consent, to any
wholly—owned subsidiary of OCLC or to any entity acquiring substantially
all of the assets of OCLC, provided that (i) the assignee affirmatively
undertakes to Participant to comply with all obligations of OCLC hereunder,
and (ii) such assignment shall not release OCLC from its primary
obligations to Participant. Subject to the foregoing sentence, this
Agreement shall inure to the benefit of and be binding upon the successors
and assigns of each party hereto.
ARTICLE XIV — NOTICES.
Any notices, desired or required to be given by either party
pursuant to this Agreement, shall be in writing and shall be deemed
sufficient if delivered by hand or if sent by certified mail, return
receipt requested, to the address of the other party set forth below or to
such other address as has been furnished by means of a notice given in
accordance with this Article:
25
UILIA�GGIC:G1 IVCY
CLSA: Shared Cataloging
If to OCLC: President
OCLC Online Computer Library
Center, Incorporated
6565 Frantz Road
Dublin, Ohio 43017
With a copy sent by regular U.S. nail to:
Vice President and Corporate Counsel
OCLC Online Computer Library Center, Incorporated
6565 Frantz Road
Dublin, Ohio 43017
If to Participant:
ARTICLE XV — MISCELLANEOUS.
A. Effect of Waiver
1. The waiver or failure -of -either party to exercise in any
respect any right provided for in this Agreement shall not be deemed a
waiver of any further or future right under this Agreement.
B. Headings
._.Paragraph and Article -headings are included in this
Agreement for convenience only and are not deemed to be a part of this
Agreement.
C. Applicable Law
-- This Agreement shall be governed by, subject to, and
construed according to the laws of the State of California.
D. Originals _._.
This Agreement is executed in two (2) signed
counterparts, each of which is and shall conetitute an original hereof.
26
0
E. Entire Aareement
U(Ubt)10111:01 NFP
•CLSA: Shared Cataloging
This Agreement is the final, complete and exclusive
statement of the agreement of the parties with respect to the subject
matter hereof. No provision of this Agreement may be changed, modified, or
supplemented except by a writing signed by both parties, unless otherwise
provided for herein. If, at the effective date hereof, an OCLC membership
agreement is in effect between OCLC and Participant, such agreement shall
terminate simultaneously with the effectiveness of this Agreement. In such
event, all rights and liabilities of the parties under the preexisting
membership agreement shall be deemed to have arisen under this Agreement
and shall be enforceable in accordance with the terms hereof.
IN WITNESS MEREOF, the undersigned, being duly authorized, on
behalf of the parties, their successors and assigns, have executed this
Agreement effective the last date below written.
WITNESS:
Date
WITNESS:
OCLC ONLINE COMPUTER LIBRARY
CENTER, INCORPORATED
By
Title
(NAME OF PARTICIPANT)
By
Date Title
27
APPENDIX j
OCLC Charges: PACNET
Effective 1984 July I
PRODUCT CODE ONLINE SYSTEM
CHARGES
335
336
350
356
ISO
Retrospective Conversion
P
f 1.69 (2)(3)
T.77—(2)
ripe Tice (3)
.Nonprime Time
Public Service Searches 11
Display Holdings Use .09
Accessions Lists
140 Items or less
141 Items or More
151
Cataiocinm
100/101
First Time Uses
102
Produces/Updates
250/255/330
Price Time
251/256/331
Nonprime Tine
201
Reclassification Produces/Updates
300/305
Prime Time
301/306
Nonprime Time
335
336
350
356
ISO
Retrospective Conversion
P
f 1.69 (2)(3)
T.77—(2)
ripe Tice (3)
.Nonprime Time
Public Service Searches 11
Display Holdings Use .09
Accessions Lists
140 Items or less
141 Items or More
151
Changes. _
100/101
Catalog Cards ----• ---•
102
Out -of -Warranty Card Rerun
OCLC-MARC Distribution Service
203
Sample Tape
201
Cost of tape i handling -
Standard 1600 C.P.I.
600 C.P.I. Option
Credit for Returned Tapes -
200
Copying Charge Per Record:
1-1,000 Logical Records
1,001-5,000 Logical Records
. 5,001-20,000 Logical Records
20,001-50,000 Logical Records -
50,001 -100,000 Logical Records
------100-,001-200,000-Logical-Records- ------
200,001 and Up Logical Records
_
204
-.
Production Frequency Charges
Weekly
Biweekly
Monthly
Quarterly
--- Semi-annually - - - -
205
-.-.._Changes in MARC -Distribution Profile -
Interlibrary Loan
450
451
Produces 1.34
Referrals -
358
Display Holdings Use
453
Statistics Annual Fee
454
Statistics Reports Per Page
361
UL Holdings Display .09
Page One
Issued 640425
PRODUCTION
PRODUCTS (1)
S 23.80 minimum
It per item
—35.00— per incident
067 per card
Tib— per incident
75.00
30.00 per tape
per tape
None
.05 per record
UJZ per record
-- per record
STT per record
per record
per record
=. per record
12.00 per period
__237Z— per period
37= per period
-T"-Z6— per period
390.00— per Period
- 35.00 . per -incident
ISO -00 (5)
(1) Postage billed separately.
(2) Includes retrospective conversion produces.
(3) Prime time hours: .9:00 a.m. to 5:00 p.m. Eastern Time.
(S) Data is accumulated July -June fiscal year. Annual fee is a 12-pontli revolving charge,
regardless of subscription sign-up.
APPENDIX 1
• OCLC Cbarpes: ►ACNET i
Effective 1984 July 1
PRODUCT
CODE
Serials Control
400/406
Check-in/Updates
407
Claiming
408
LDR Creation
409
Claims Forms
402
LDR Storage Per Year
Union List
410
Updates
401
LDR Creation
Start-up Fees
403
Minimum
403
Additionai
403
Additional
402
LDR Storage Per Year
357
Display Holdings Use
360
UL Holdings Display
Offline Lists (Paper or Fiche) (9)
420
per title
421
per summary holdings statement
422
per copy -specific holdings
statement
423
per Ind" entry
ex
424
per optimal field or cross-
reference
425
per printed page
435
per original fiche
436
per fiche copy
Offline Lists (Tape) (9)
440
per title
441
442
per summary, holdings statement
per COPY -specific holdings
statement
445
per tape
Acauisitions
242 Produces/First Time Updates
365 ACQ/CAT Combination Discount
230 Action Forms
231/232 Fund Reports (paper)
234/235 Fund Reports (fiche)
236/237 Fiche Copy
233 Fund Storage Per Year
359 Display Holdings Use
ONLINE SYSTEM
CHARGES
S .07
� 54
.405
.03 (6)
.07
Page Two
Issued 840425
PRODUCTION
PRODUCTS (1)
S .13
340.00 /15 libraries (7)
"i'S:'Q>f/added ouC members (8)
�II dr /added non-OCLC members (8)
.03 (6)
.09
1.10
=00)
.2_(11)
.09
WIN
13 per sheet
per sheet
per fiche
i 1 copy
30 each added
fiche copy
(1) Postage billed separately.
(6) Billed semi-annually. October and April.
(7) First 15 members will be taken as OCLC members. First-year charge only.
(8) After start-up, billed whenever new members are added.
(9) See Serials Union List Criteria document for approved uses of products.
(10) Applicable on the lesser of annual Product Code 242 or the sum of Product Codes
(250.2554251+256) plus original cataloging. Credited at fiscal year end.
(11) Billed semi-annually. September and March.
APPENDIX 1 Page Three
OCLC Charges: PACKET Issued 840425
Effective 1984 July 1
PRODUCT CODE ONLINE SYSTEM TERMINAL i TERMINAL
CNARGES RELATED SERVICES
610 Telecommunicationt 1 127.00 /terminal/month (16)
680 System Service Fee 26.50/terminal/month
Terminal (12)
Terminal Maintenance Service
700/701/702 Model 100/105/110
951 Mode1.300 (13) 43:00 per month
per month
Other Model 3DO Equipment
Mafntanance Service (13)
955 Enpansion.thassis 15.00 per month
690
Terminal lease
170.00
per month
Cables - Data 6 Chaining (Purchases
in addition to cable provided with
terminal)
776
777
20 ft.
30 ft.
30.00
U4)
779
60 ft.
-Mu
(14)
779
Special Length
(14)l
(14)(15)
611
OCLC Modem (Includes Maintenance)
65.00
per month
Terminal Non -Maintenance Service Charge (17)
720
720
Term Rate Change
Terminal - Installation
16 0
720-
Removal
Tb
720
Relocation - Within Same Building
al^
7u=
722
- To Different Building
-MT-. W-
720
Readdress
720
Replacement
719
Certification
612
Data Set Move - Within Same building
SID Q�-
(18)
(16)
- To Different Building
450.00-
(16)
Nodes and Station Termination Installation
-iT3�'G-
(16)
Billable Service Call
710
711
;.,.. . - Ko Parts Replaced
168.00
- ,- Some Parts Replaced
(12) See Microcomputer Products price schedule for Model 300 and related hardware and
software purchase prices.
(13) See separate maintenance agreement for details of qualifying equipment.
(14) Freight to be added.
(15) 330 plus S1/ft, over 20 ft.
(16) Subject to telecommunications carrier rate changes.
(17) Price per one service per call. Additional services performed during the same
call will be priced at 695.00 per each additional terminal.
(18) Billed on time and material basis. Freight to be added for parts necessary to
bring terminal to condition necessary for certification.
0 0
APPENDIX 1 Page Four
OCLC Charges: ►ACNET Issued 640425
Effective 1964 July 1
PRODUCT CODE
ONLINE SYSTEM
CHARGES
Access to OCLC System Via Tvmnet/Telenet
600/6D6
Connect Charge Per Hour
(300 baud/1200 baud)
601/606
(S.16/minute)
MATS Hourly Connect ChargeX68—per
f 9.60 per hour (19)
hour
Subscription Fee
601
607
Per Tymnet Password
Per Telenet Password
4.00 per month
--T—U—per
month
Access to OCLC System via
Direct Diai
(20)
605
Authorization for Dial Access
200.00 oer year (21)
Miscellaneous Charces
900
Start-up Instruction
Training and Follow-up
Support Services.
500.00 per incident (22)
103/404/452
Profile Processing
(Cataloging/Union List/
Interlibrary Loan
37.00 per hour
902
Billing Tape
30.00
(19) Within the Continental United States.
(20) User/participant pays telecommunication cost directly to telephone company.
(21) Per institution via Tyamet. Telenet, or direct dial access.
(22) Plus travel expenses.
APPEMIx 2
CCI C, CNLINE C -TPL=R LIBRARY CENTER, INC.
1984/85 SUBSCRIPTION DISCOUNP PROGRAM
Standard Payment Terns:
Net ammtnts payable 45 days from date of invoice.
Prc:rpt Payment Terms:
Discount of .358 (.0035) (88 APR) credited for payments received within
one month from date of invoice.
Late Payment Terms:
Late payment charge of 18 per month (128 APR) inposed on all outstanding
charges in excess of 2 months fran date of invoice.
Discount Percent
Annual
Number of Kbnths
Day of Month
Percentage
Oovered by Subscription
Payment Received by OCLC
Rate
Payment
15th Last ._
1
1.7 1.3
108
2
2.1 1.7
108
3
2.5 2.1
108
4
2.9 2.5
108
5
3.4 2.9
108
6
3.8 3..4
108
7
4.2 3.8
108
8
4.7 4.2
108
9
5.1 4.7
108
10
5.5 5.1
108
11
6.0 5.5
108
12
6.4 6.0
108
Standard Payment Terns:
Net ammtnts payable 45 days from date of invoice.
Prc:rpt Payment Terms:
Discount of .358 (.0035) (88 APR) credited for payments received within
one month from date of invoice.
Late Payment Terms:
Late payment charge of 18 per month (128 APR) inposed on all outstanding
charges in excess of 2 months fran date of invoice.
0
OCLC, Online Computer Library Center
1984/85 Discount Program Description
2 Types of Discounts Offereds
Subscription Discount at -108 APR
Applied to payments received during the first
month covered by the subscription payment.
Prompt Payment Discount at 88 APR
Applied to payments received within one month
from the invoice date.
Products Eligible for Discount
All OCLC processes, products and services on Appendix I,
including Telecommunications will be eligible for discount.
Subscription Piriods Available
Subscription periods from 1 to 12 months are available.
Subscription payments will be accepted at any time during
the year.
Determination of Period Covered by Subscription Payment
A 'monthly standard" based on the library's total dollar
activity for fiscal year 83/84 will be jointly established
April 30, 1984 and in effect for all of FY 84/85.
The monthly standard will be the basis for determining the
number of months covered by the subscription payment.
Calculation of Discount
The discount percentage from Appendix II will be applied
to the net subscription payment based on the number of
months covered and the receipt date.
All prompt payments will receive a discount of .358, which
is equivalent to an 88 annual percentage rate.
All subscription payments will receive a discount which is
equivalent to a 108 annual percentage rate.
All valid unpaid amounts in excess of 1 month from the
invoice date will be deducted from subscription or prompt
payments before calculating discount.
0 0
Exarple of Discount Calculation - Accosts Receivable Mode
o AssuTtions:
- Mbnthly Standard: $200,000
- Balance Due OCL,C at July 31: $200,000 (represents July charges)
o Facts:
- Payment of $2,000,000 received by OCI on August 31.
o Discount Calculation
Discount
Prcrrpt Subscription
_.Paymst Payment
Payment Amount: $2,000,000
Less: Invoices over 1 ronth - 0 -
Balance Available for Discount $2,000,000 $200,000 $ 1,800,000
Discount Rate .358 4.78 (1)
Discount $ 700 $ 84,600
(1) Subscription Payment Number of months covered by Subscription Payment.
Monthly Standard
$ 1,800,000 - 9 months (rate frau Appendix II - 4.78)
200,000 -
FK&mcle of Discount Calculation - Subscription
o Assmptions:
- Monthly Standard: $ 200,000
- Subscription coney at OCLC on July 31 - $ 200,000
o Fact:
Payment of $2,000,000 received by OCLC on August 31.
o Subscription Discount Calculation:
- .:.Subscription payment remaining, at OCL.0
Add new money received ....
7btal Eligible for Discount Calculation
$ 200,000
$ 2,000,000
$ 2,200,000 (1)
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APPENDIX 3
OCLC ATTACHMENTS POLICY
Except with the prior written consent of OCLC, no equipment or
device may be directly or indirectly attached, linked or used with the OCLC
System except:
1. Terminal devices furnished or approved in writing by OCLC
expressly for use with said System (hereinafter
"Terminals").
2. Any equipment or device which Library may elect, in its
sole discretion, to attach to Terminals.
Notwithstanding paragraph numbered 112" above, no equipment or device may be
attached (i) to the telecommunication line connecting OCLC to the site of
the said Terminal(s), or (ii) to the modem at the termination point of said
telecommunication line at the site of a Terminal, or (iii) to any
interconnecting cables between modem and Terminal or between Terminals. In
addition, no equipment or devices except other Terminals may be attached
directly or indirectly to the next—CRT—port on Terminals, or to any of the
circuitry associated with such port.
Attachment of any equipment or device to Terminals under
paragraph numbered "2" above shall be at the sole risk and expense of
Participant. OCLC does not warrant or provide any assurance that such
equipment or device will function properly or as desired, or that it will
not cause harm to the Terminals to which attached, unless the equipment or
device is furnished or approved in writing by OCLC.
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APPENDIX 4
AGREEMENT
This agreement ("Agreement"), effective as of the date on which
executed by both parties hereto, by and between
an institution organized and existing under the laws of the State of
, hereinafter referred to as "Library", and
corporation organized and existing under the laws of the State of a
, hereinafter referred to as "Vendor".
WHEREAS, Library and Vendor have contracted with each other,
prior hereto or contemporaneously herewith, for the supply of goods and/or
services by Vendor to Library, and may hereafter enter into additional such,
contracts, in connection with which, Library has made or will hereafter
make available to Vendor copies in machine-readable form of bibliographic
data, library holdings and other information derived from the online
database of such information maintained by OCLC Online Computer Library
Center, Incorporated ("OCLC"), which contracts between Library and Vendor
are hereinafter referred to as "Contracts"; and
UIEREAS, in order for Library to continue making available to
Vendor said bibliographic data, library holdings and other information
derived from the OCLC online database (hereinafter "OCLC-derived Records"),
it is necessary that Vendor provide assurances concerning use of
OCLC-derived Records.
NOW, THEREFORE, in consideration of the promises hereinafter made
and other good and valuable consideration, receipt of which is hereby
acknowledoed, Library and Vendor hereby agree as follows:
1. All present, executory Contracts between Library and
Vendor will be deemed amended to include the terms cf
this Agreement, and all future Contracts between them
which are executed while this Agreement remains in effect
will be deemed to include such terms.
2. Vendor will make no copies of the OCLC-derived Records
nor cause such Records to be transferred to other storage
media, except as essential to carry out the Contracts.
3. Vendor will make no use of the OCLC-derived Records
except to carry out the Contracts, and acknowledges that
delivery of the OCLC-derived Records to Vendor does not
represent a transfer of ownership thereto.
4. Vendor agrees that it will not transfer OCLC-derived
Records or copies thereof to any third party, and will
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promptly return to Library all OCLC-derived Records
received in connection with each Contract, upon
completion thereof, and all copies of such Records.
5. This Agreement is terminable by Vendor at any time, with
or without cause, by thirty (30) days prior written
notices sent by prepaid registered or certified
first-class mail, with return receipt requested, to:
(Library)
and to
Attention:
OCLC Online Computer Library
Center, Incorporated
6565 Frantz Road
Dublin, Ohio 43017
Attention: Corporate Counsel
Any such address may be changed by Library and by OCLC by
written notice to Vendor sent by prepaid registered or
certified first-class mail, with return receipt
requested, to:
(Vendor)
Attention:
All notices given in accordance with this Section 5 shall
be deemed given on the date of proper deposit in the U.S.
nail.
6. It is agreed that OCLC shall be deemed a third party
beneficiary of this Agreement entitled to seek
enforcement of the same against Vendor in its own name,
notwithstanding lack of privity or contract.
7. Vendor's obligations under this Agreement, as they affect
any Contract which has become effective prior to the
termination hereof, shall survive any such termination.
8. This Agreement is the final, complete and exclusive
statement of the agreement between Library and Vendor
with respect to the subject matter hereof, and may not be
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terminated (other than as provided in Section 5 above),
modified, amended, rescinded or cancelled except by a
writing signed by both parties hereto and, as a condition
precedent to the effectiveness thereof, with a copy
thereof furnished by Library to OCLC by the same means
and at the same address as provided in Section 5 above.
No waiver of any provision of this Agreement or of any
right hereunder shall be deemed a waiver of any other
provision hereof or any other right hereunder.
IN FATNESS MEREOF, the parties have executed this Agreement as
of the dates indicated below.
Date:
(Library)
By:
Title:
(Vendor)
Date: By:
Title: