CONTRACT 5915 Service Agreement CLOSEDAgreement No. 5915
Master Services Agreement
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Section I Institution Information & Signatures
LVST=10K)VAME ("jjLs(itu6on)
City of El Segundo
LWAARYNXI& (ifdifferentfioin Institution Name)
OCLC SYMBOL (if any)
El Segundo Public Library
CGE
STREETADDRESS
111 W. Mariposa Avenue
CITY STATE
ZIPIPOSTAL CODE COUNMY
,ElSegundo ICA
1 90245 USX
CONTACT PERSON
TITLE
Melissa McCollum
Library Services Director
TELEPHONE JVU1aER
FAXNUMBER
E-MAIL ADDRESS
310-524-.2730
1310-648-7560
MMCCollum@etsegundo.org
BILLEWADDWS-(1'F DIFFERENT FROMABOYE) orNOTICEADD"SSt7FDIF,.r�ERENTFROMABOVEJ
STIZEETADDRESS
same as above
I
CITY
I STATE
WIPOSTAL CODE, COUNTRY I
CONTACT PERSON TITLE
Jessie LeMay Executive Assistant
TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS
310-524-2730 310-648-7560 jlemay@elsegundo-org
Is 111$jilution considered =cjj;_Vj from tax in the country in which it is located? YC4 Na
wrm„
By signing below, Institution: (1) acknowledges that Institution has read and agrees to the terms of this Master Service Agreement 1
("Aff—A " or "A Bement') to become effective upon full execution of she Agreement ("gfffxVLV-D-e19'); (2) warrants dial it has
made = unilatera g&g= to the terms of the Agreement since Iasi received froth OCW; (3) orders access to the Products and.
Services as specified in this Agreement; and (4) warrants that it has the authority to enter into this Agreement,
17VS77TUTION. City of El Segundo/El Segundo Public Library (CGE)
Authorized r Date: P i
Signature W C) zo
Name &Title: Melissa McCollum, Library Services Director
AccepledBy OCLC, INC:
Effective Dale: 2020 May 8
Bruce Crocco. Vice President
Notice Address for OCLC:
OCLC, Approved
6565 Kilgour Place SPFl
Dublin, Ohio 430j7-3.395
F": 614-764-0740
Attention: Legal Department
E-mail: leger&clmoz
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Agreement No. 5915
Section 2 Scope & Construction
This Agreement establishes the general terms and conditions for the provision of Products and Services Additional Product or
Service -specific terms and conditions are set forth in one or more schedules (` :Schedules"), and are made a part of this MSA. In
case of a conflict in terms between the MSA and any applicable Schedule, the terms and conditions of the Schedule shall prevail.
If Institution orders additional Products or Services after its initial order and such order includes a master services agreement with
the Schedule, this initial, executed MSA controls in lieu of such attached master services agreement.
Section 3 Definitions
3.1 Bibliographic Data means all the bibliographic data (including subject data, such as local key words and subject headings),
descriptive mctadata, relationship rnetadata and other metadata of the type stored in WorldCat.
3.2 Holdings Data means all the ownership and license data in relation to Institution's collection (including electronic
resources).
3.3 Hosted Services means the hosted services made available by OCLC which Institution may access pursuant to this
Agreement. The Hosted Services are described in detail in the applicable Product Descriptions but do not include services
(including API's and the like) provided by third parties.
3.4 Institution Data means (i) the Holdings Data in relation to Institution's collection; (ii) all the data that forms part of the
library process or the internal operations of the Institution, such as circulation, patron, and acquisition data; and (iii) all
other data and content that is produced, sent or reproduced through the Services by the Institution or made available to
OCLC in connection with the Services.
3.5 Internal Data means Institution Data intended exclusively for internal use by the Institution.
3.6 Product Descriptions means the descriptions of the Products and Hosted Services as made available at www_ocic.org and
as updated from time to time by OCLC.
3.7 Products mean the OCLC software, hardware, and other products licensed to Institution pursuant to this Agreement. The
Products are described in detail in the applicable Product Descriptions but do not include products provided by third parties.
3.8 Professional Services means the services that OCLC provides to Institution under this Agreement in connection with the
Products or Hosted Services, such as data migration, configuration, consultancy, support, and training.
3.9 Services mean the Hosted Services and Professional Services.
3.10 Shared Data means the Institution Data made available by Institution to the public or to third parties selected by the
Institution (such as other participants or users) or that by its nature is intended for use outside the Institution's organization,
such as Bibliographic Data, Holdings Data, and other data not considered Internal Data.
3.11 Systems mean the facilities, server(s), equipment, operating software, and connectivity used to provide the Services.
3.12 WorldCat means the databases of Bibliographic Data, Holdings Data, and related files maintained by OCLC.
Section 4 Products and Services
4.1 General. OCLC will provide Institution those Products and Services to which it subscribes, in accordance with this
Agreement and as described in the version of each Product or Service's respective Product Description active on the
Effective Date. Product Descriptions and brochures can be found at litips://www.ocic.org/eiVservices.html. Institution shall
provide OCLC with the assistance and information OCLC reasonably needs to perform the Services properly or where
OCLC otherwise reasonably requests. OCLC shall not be liable for any failure to perform its obligations arising from
Institution's failure to provide such assistance or information.
4.2 License. Subject to the terms of this Agreement and the applicable Schedule(s), Institution's license to use the Products
and Services identified in the executed Schedules may be pursuant to a hosted license (for Hosted Services) or a non -hosted
license (for Products). For Products paid for by Institution, OCLC grants Institution a nonexclusive, nontransferable license
to install and use the Product solely for the noncommercial purposes described in the Product Description and the applicable
Schedule. For Hosted Services subscribed to by Institution, OCLC will provide access to the IIosted Service, and if
applicable a license to install and use any local software components of the Hosted Service, all solely for the noncommercial
purposes described in the Product Description and the applicable Schedule.
4.3 Modifications. OCLC may change or modify, a Product or Service from time to time in its discretion. OCLC shall notify
Institution should there be any material changes to the respective Product or Service by such means as reasonably
determined by OCLC. Any new Product or Service functionality made available by OCLC shall be subject to this
Agreement.
4.4 Support. Support services will be provided in accordance with the support service description available at
btt�%, v%v.ocic.ora/stinraonAiome.en.lita^nl. Generally email support is available at support a ocic.ore and telephone
support is available at 1-800-848-5800.
4.5 OCLC Intellectual Property. OCLC and/or its licensors or suppliers are the exclusive owners of and retain all right, title,
and interest (including all copyrights, trademarks, patents, and any other proprietary rights) to lire Products, Services,
WorldCat, and all other materials produced or provided by OCLC. All rights not expressly granted by OCLC are reserved.
4.6 Limitations. Institution shall only use the Products and Services in accordance with the terns of this Agreement and for
the purposes specified in the Product Descriptions.
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Agreement No. 5915
Section 5 Term and Termination
5.1 Term. This Agreement shall continence on the Effective Date and shall remain in full force and effect until all active
Schedules are terminated in accordance with Section 5.2, Unless otherwise specified in a pricing document, individual
Schedules shall commence upon execution and shall remain in full force and effect for the duration that Institution has
access to the applicable Products or Services.
5.2 Termination. This Agreement or individual Schedules may be terminated in one of the following ways:
a) By either party, effective at the end of the initial subscription period or any renewal period, by providing the other party
with at least 30 days prior written notice of its desire to not renew a Product or Service;
b) By either party if the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or
permits the appointment of a receiver for all or a substantial part of its property, is subject to any proceeding under any
bankruptcy or insolvency law, or has wound tip or liquidated, voluntarily or otherwise;
c) By the non -breaching party if a party commits a material breach of its obligations under this Agreement and has not cured
such breach or failure within 30 days of receiving written notice from the non -breaching party. OCLC reserves the right,
however, to immediately suspend Institution's access to the OCLC Services in the event of Institution's material breach
until such time as the material breach is cured; or
d) As otherwise explicitly provided in this Agreement.
5.3 Effect of Termination. Termination of this Agreement shall terminate all Schedules, termination of a Schedule will not
terminate the Agreement or any other Schedule. Upon termination of this Agreement or any Schedule, the rights granted
by OCLC in the applicable Schedule or Agreement are terminated unless otherwise provided in such Schedule. After
termination and upon request, OCLC will promptly return or destroy all applicable Institution Data, except however, OCLC
may retain Institution Data in back-up files provided that the confidentiality and security obligations contained herein shall
apply. OCLC will provide Institution access to Institution Data for 90 days after the effective date of termination, after
which, OCLC shall have no obligation to maintain any Institution Data.
Section 6 Fees and Payment Terms
6.1 Fees_ Institution shall pay the applicable charges based on their agreed upon pricing document or, in the absence of an
agreed upon pricing document, OCLC's prevailing price for the Products and Services, Fees are exclusive of any taxes and
shall be paid in the currency and to the address stated on the invoice. Institution shall pay such tax to OCLC or other entity,
as appropriate. Institutions exempt from taxation shall supply a valid exemption certificate upon request. Institution's failure
to fully pay any fees or taxes within 60 days after the applicable due date will be deemed a material breach of this Agreement,
justifying OCLC's suspension of Products and Services.
6.2 Price Changes. OCLC reserves the right to change any price/fec, provided that OCLC provides Institution written notice
of the change at least 60 days prior to the date the change is to become effective. Notwithstanding the foregoing, OCLC
will not change any prices/fees contained in an agreed to price quote or renewal notice prior to the expiration of the quote
or renewal notice.
6.3 Non-refundable. Institution will not be entitled to a refund of any implementation or pre -paid fees under this Agreement
unless (i) OCLC terminates the Agreement or a Schedule pursuant to Section 52 (a), or (ii) Institution terminates the
Agreement or a Schedule pursuant to Section 5.2 (c); in which event, OCLC will refund that portion of fees pre -paid by
Institution corresponding to the period after termination.
Section 7 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PRODUCTS AND SERVICES ARE PROVIDED "AS
IS" AND OCLC AND ITS THIRD PARTY SUPPLIERS DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES
OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PERFORMANCE OF THE PRODUCTS OR
SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING BY USAGE OF
TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. OCLC MAKES NO REPRESENTATIONS OR
WARRANTIES THAT TIE PRODUCTS AND SERVICES WILL ALWAYS BE ACCESSIBLE, FREE OF HARMFUL
COMPONENTS, ACCURATE OR ERROR -FREE. IN NO EVENT WILL OCLC BE LIABLE FOR ANY LOSS ARISING
OUT OF FAILURE OF THIRD PARTY PRODUCTS OR SERVICES OR OTHER EVENTS OUTSIDE OF OCLC'S
REASONABLE CONTROL. THIS SECTION WILL NOT APPLY TO DAMAGES THAT CANNOT BE EXCLUDED BY
LAW (IN WHICH EVENT THE LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED).
Section 8 Privacy and Security
8.1 Data Security. OCLC has implemented and shall maintain commercially appropriate, reasonable and customary controls
to ensure the security, confidentiality, and protection against unauthorized access to, use, or disclosure of Internal Data.
Institution shall obtain and maintain all necessary consents from all users for OCLC to provide the Service and for
Institution's and users' access, monitoring, use, disclosure, and transfer of Internal Data.
8.2 Audit. OCLC will (i) implement administrative, physical, and teclinical safeguards in accordance with accepted industry
practices including conducting audits in accordance with the ISO/IEC 27001 standard (or subsequent comparable standard)
and (ii) as reasonably requested by Institution, provide Institution with a copy of the certificate of registration for such
standard along with any relevant reported deficiencies regarding non-compliance together with corrective action plans for
addressing such deficiencies identified in the report.
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8.3 Nondisclosure of Internal Data. OCLC shall hold all Internal Data in strict confidence and with the same standard of
care it uses to protect its own information of a similar nature and shall not use Internal Data for any purpose other than to
provide the Service or as may be authorized in writing by Institution. OCLC shall not disclose Internal Data to any other
party except: (a) to OCLC employees, agents, subcontractors and service providers, to whom Internal Data needs to be
disclosed for the purpose of providing the Service; (b) as required by law, or to respond to duly authorized information
requests of police and governmental authorities or to comply with any facially valid subpoena or court order; (c) to protect
the rights or property of OCLC or OCLC customers, including the enforcement of OCLC agreements or policies governing
Institution's use of die 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 (c) as authorized by Institution in writing.
8.4 Prohibitions_ Institution expressly warrants that it will not enter, submit, transfer, or store in the Service any of the
following types of information: Social Security Numbers (or other national identification numbers), financial account
numbers, credit card or debit card numbers. OCLC will have no liability, and Institution expressly releases OCLC from
any liability, associated with the loss, theft, disclosure or misuse of such information.
8.5 Data Transfer. As part of providing Services, OCLC may store and process Institution Data in the United States or any
other country in which OCLC or its affiliates, subsidiaries, or agents maintain facilities. By using the Service, Institution
consents to this transfer, processing, and storage of Institution Data to or by OCLC, its service providers, and affiliates
subsidiaries or agents, over state and international borders as necessary to provide the Service in accordance with OCLC's
standard business practices.
8.6 Unauthorized Disclosures, OCLC will promptly notify Institution in the event of a verified breach of non-public personal
data unless such breach is unlikely to result in material harm to Institution or the data subiect, or as otherwise provided by
law. Institution agrees that it shall be Institution's sole responsibility to determine whether a breach is subicct to state,
federal or national breach notification laws and requires breach notification ("Breach Notification"). In the event that
Institution determines that a breach requires Breach Notification, OCLC agrees that it will reasonably cooperate with
Institution in regards to Institution's Breach Notification obligations as specified in the applicable law, including
Institution's investigation, enforcement, monitoring, document preparation, Breach Notification requirements, and
reporting. Institution shall be solely responsible for notifying all individuals subject to Breach Notification, however OCLC
reserves the right to first review all notifications before they are sent.
Section 9 Limitation of Liability
OCLC WILL HAVE NO LIABILITY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL,
OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT OR THE
PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO ANY UNAUTHORIZED ACCESS TO, OR
ALTERATION, THEFT, LOSS, INACCURACY, OR DESTRUCTION OF INFORMATION OR DATA COLLECTED,
STORED, DISTRIBUTED, OR MADE AVAILABLE VIA THE PRODUCTS AND SERVICES, INSTITUTION'S USE OR
INABILITY TO USE THE PRODUCTS AND SERVICES, ANY CHANGES TO OR INACCESSIBILITY OF THE
PRODUCTS AND SERVICES, ANY DELAY OR FAILURE OF THE SERVICES, OR FOR LOST PROFITS, OR COSTS OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF OCLC HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, IN ANY EVENT, OCLC'S LIABILITY TO INSTITUTION FOR ANY REASON AND
UPON ANY CAUSE OF ACTION WILL BE LIMITED TO THE AMOUNT INSTITUTION ACTUALLY PAID OCLC FOR
THE INDIVIDUAL IMPLICATED OCLC PRODUCTS OR SERVICES COVERED UNDER THIS AGREEMENT OVER
THE 12 MONTHS PRIOR TO WHICH SUCH CLAIM AROSE. THIS LIMITATION APPLIES TO ALL CAUSES OF
ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF
WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. FEES UNDER
THIS AGREEMENT ARE BASED UPON THIS ALLOCATION OF RISK. THIS SECTION WILL NOT APPLY TO
DAMAGES THAT CANNOT BE LIMITED OR EXCLUDED BY LAW (IN WHICH EVENT THE LIABILITY SHALL BE
LIMITED TO THE FULLEST EXTENT PERMITTED).
Section 10 Use of Products and Services
10.1 Institution Data
a) Ownership. Institution, and/or its suppliers and affiliates, retains all right, title and interest (including, without limitation,
all proprietary rights) to Institution Data, except for rights granted to OCLC and its affiliates under this Agreement
Institution is solely responsible for the accuracy, completeness, and legality of Institution Data. Institution is responsible
for obtaining all permission and other rights necessary to provide Institution Data to OCLC, Institution will not provide
OCLC with Institution Data that Institution does not have the right to provide for use in connection with the Products or
Services.
b) License Rights. Institution grants OCLC a global, non-exclusive, royalty -free, transferable and sub -licensable right to use
the Internal Data to the extent necessary for the provision of Cie Products and Services. Institution grants OCLC, OCLC
participants, non -participant users, and OCLC designees a global, perpetual, non-exclusive, royalty -free, transferable, and
sub -licensable right to Bost, reproduce, transmit, store, publish, distribute, modify, create derivative works from, and
otherwise use Shared Data. Institution Data shall be supplied to OCLC in a format compatible for use with die Products
and Services.
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10.2 Confidentiality. Institution agrees to maintain the confidentiality of OCLC's pricing information for 3 years from receipt
by Institution. It shall not be a violation of this section to disclose information as required by applicable law (including
public records acts), valid court order, or legal process.
10.3 Acceptable Use Policy ("AUP")
a) General. Institution agrees not to use, and not to allow third parties including users to use the Products or Services: (a) to
distribute viruses, worms, Trojan horses, corrupted files, or other items of a destructive or deceptive nature; (b) to engage
in or promote any unlawful, invasive, infringing, defamatory, or fraudulent activity; (c) to violate, or encourage (lie
violation of, the legal rights of others; (d) to interfere with the use of a Product or Service, or the equipment used to provide
Products or Services; (e) to use the Products or Services, or any part thereof, in a manner that violates the terms of service
of any other Products or Services; (Q to generate, distribute, publish or facilitate unsolicited mass entail, 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 terhns or
conditions intended to be displayed to a user by OCLC or OCLC supplier; or (i) to post, send, or make available software
or technical information in violation of applicable export controls laws. Institution agrees that OCLC is authorized to
monitor communications into and out of the System to prevent tate introduction of viruses or other hostile code, to prevent
intrusions, provide support, and to otherwise enforce the terms of this Agreement_ Institution agrees to reimburse OCLC
for all reasonable and verifiable costs associated with OCLC's compliance with governmental requests relating to
Institution or Institution Data, including, but not lihnited to, warrants, subpoenas, and judicial orders_ Notwithstanding the
foregoing and to the extent permitted by law and law enforcement, OCLC will make reasonable efforts to notify Institution
when a disclosure of Institution Data has or is to be trade.
b) Credentials. Institution shall exercise all commercially reasonable efforts to prevent unauthorized use of the Products and
Services and is solely responsible for any and all use, including unauthorized use, of the Products and Services initiated
using Institution's credentials. Institution shall immediately notify OCLC of a suspected or actual loss, theft or disclosure
of any credentials and of any unauthorized use of a Product or Service. Should OCLC become aware of unauthorized use
of Institution's credentials or unauthorized access to a Product or Service, OCLC may notify Institution and deactivate
affected credentials. OCLC will provide Institution with administrative credentials to access and use the applicable Product
or Service. Institution is responsible for authorizing user access to the Products or Services, assigning privileges, and
creating, maintaining, and terminating accounts.
c) Enforcement by OCLC. OCLC reserves the right to: (i) investigate any violation of this AUP or misuse of Products or
Services; (ii) enforce this AUP; and (iii) remove or disable access, screen, or edit any Institution Data that violates these
provisions. Without limitation, OCLC also reserves the right to report any activity (including the disclosure of appropriate
Institution Data) that it suspects violates any law or regulation to appropriate law enforcement, regulators, or other
appropriate third parties. OCLC may cooperate with appropriate law enforcement by providing network and systems
information related to allegedly illegal or harmful content. VIOLATION OF THIS AUP MAY RESULT IN THE
SUSPENSION OF OCLC SERVICES AND SUCH OTHER ACTION AS OCLC REASONABLY DEEMS
APPROPRIATE. REPEATED OR WILLFUL VIOLATION OF THIS AUP MAY, IN OCLC'S SOLE DISCRETION
RESULT IN THE TERMINATION OF THE AGREEMENT, ANY SCHEDULE, OR OCLC SERVICE.
Section 11 Warranties
OCLC warrants that any Professional Services will be performed in a professional and workman -like manner and that, when
operated in accordance with the Product Description, the Products and Hosted Services will be capable ofperfomvng substantially
in accordance with the functional specifications set forth in such Product Description. If any Products or Services fail to comply
with the warranty set forth above, OCLC will make reasonable efforts to correct the noncompliance provided that OCLC is given
notice of the noncompliance within 30 days and OCLC is able to reproduce the noncompliance. If OCLC is unable to correct the
noncompliance, Institution may terminate the Schedule for the relevant Product or Hosted Service in accordance with Section
5.2(c) and, as its sole remedy, will be entitled to a refund of an equitable portion of fees paid for the relevant Product or Hosted
Service after such noncompliance was reported. OCLC and Institution each warrant that its entry into this Agreement does not
violate any other agreement to which it is a party, and that its performance under this Agreement will be in conformance with all
applicable laws and government riles and regulations. Institution warrants that it possesses all rights necessary to enter into this
Agreement and grants the rights described in this Agreement such that OCLC will not infringe upon or otherwise violate any
intellectual property rights or other rights of a third party or violate any laws by exercising the rights and licenses granted under
this Agreement. To the extent pemhitted by law, Institution hereby indemnifies OCLC from any such claims in this respect.
;Section 12 General
12.1 OCLC Membership. As a subscriber to OCLC's Services and Products as described in this Agreement, Institution— and
each library owned or operated by Institution — may be eligible for membership in the OCLC cooperative. Membership
qualifications for the OCLC cooperative can be found at lith):// wwvw.ocic.orelcort'lehttldam/cc'Ic/rnenibcrslriotMemlier%;lhin-
1 . If Institution's subscription qualifies it as a member, Institution permits OCLC Member Relations to
contact its library staff directly in separate eonhmurications, to provide new member information regarding voting and
updates, Member groups, councils, and events, for OCLC Global and Regional Councils specific to Institution's region.
As a member, Institution agrees to abide by the requirements and policies applicable to OCLC members.
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12.2 No Assignment. Institution may not assign, without the prior written consent of OCLC, any rights, duties, or obligations
under this Agreement to any person or entity, in whole or in part.
12.3 Independent Contractors. The relationship of the parties is that of independent contractors, and no agency, employment,
partnership, joint venture, or any other relationship is created by this Agt•eement.
12.4 Force Majeure. Neither party shall be responsible for losses or damages to the other occasioned by delays in the
performance or the non-performance of any of said party's obligations (other than the obligation to snake payments when
due) when caused by acts of God, acts of the other party or any other cause beyond the control of said party and without
its fault or negligence.
12.5 Non -Waiver- A failure or delay in enforcing an obligation under this Agreement does not prevent enforcement of the
provision at a later date. A waiver of a breach of one obligation does not amount to a waiver of any other obligation, and
it will not prevent a party from subsequently requiring compliance with that obligation.
12.6 Severability. If any provisions of this Agreement shall be found by any court of competent jurisdietian to be invalid or
lutenforceable, the invalidity or unealbrecabilily of such provision shall not affect the other provisions of (his Agreement.
12.7 Entire Agreement. This Agreement and any Schedules constitute die complete agreement between the parties and
supersedes and replaces all prior agreements, oral and written, between die parties relating to the subject matter of this
Agreement. If Institution's accounting representatives require the use of a purchase order to facilitate payment for Products
and Services contemplated in this Agreement, Institution agrees any and all terns and conditions contained in such
purchase order are null and void, and do not apply to this Agreement. OCLC will provide invoices in response to purchase
orders solely to facilitate payment and for the convenience of Institution, in no case, however, will OCLC's issuance of an
invoice constitute an acceptance of terms contained in a purchase order. OCLC provides Services and Products to
Institution solely pursuant to this Agreement; OCLC shall never provide Services or Products pursuant to, or as a result of,
a purchase order. Except as otherwise provided herein, this Agreement may not be amended or supplemented except in a
writing duly executed by both parties.
12.8 Notice. Except as stated elsewhere in the Agreement alt notices shall be in writing and shall be deemed sufficient if (a)
received by a party via e-mail to the c -snail address for such party set forth in Section 1, (b) delivered by hand, or (e) sent
by certified or registered ma il, return receipt requested, to the address for such party set forth in Section 1, or to such other
address as has been furnished by meatus of a notice given in accordance with this Section.
Notice Address for OCLC.
OCLC
6565 K11gour Place
Dublin, Ohio 43017-3395
!'AX.' 614-764-0740
Attention: Legal Department
E-mail 013 cic. rg
12.9 Counterparts. This Agreement maybe executed in counterparts and/or via facsimile transmission or electronic copy, any
one or form of which will be deemed to constitute an original, but all of which will constitute one instrument.
5cctionl3. Special,Terms,for Group Orders Only
Where a lead institution its a consortium (the "Group Administmtor'� is ordering on behalf of itself and other consortium
members, Section 13 applies:
13.1 Ordering. Group Administrator may order the Service on behalf of consortium members by completing the relevant
portions of the agreed upon pricing or order document and agreeing to this Agreement. Group Administrator also orders
and allocates authorizations and passwords for die Service out behalf of consortium members listed on the agreed upon
pricing or order document. Group Administrator is not a buyer of Are Service for resale_ Any material change in group
membership or group participation may result in commensurate changes in the fees for the applicable Service,
13.2 Consortium Member's Agreement- Group Administrator warrants, as the consortium agent, drat it is authorized to and
hereby binds consortium members to this Agreement and shall indemnify OCLC from all loss, expense and damage arising
from a breach of such warranty. Group Administrator shall provide each consortium member with a copy of this Agreement
prior to Product and Service activation. Each order for consortions members shall constitute a binding contract between
OCLC and the consortitun member.
13.3 Payment by Group Administrator. Group Administrator shall be liable for paying to OCLC all charges and applicable
taxes for consortium members for the Products and Services in accordance with the tears of this Agreement.
13.4 Non -exclusivity. Nothing herein shall limit OCLC's right to distribute any Products or Services independent of Group
Administrator.
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ATTACHMENT A — O'CLC SERVICE LEVEL AGREEMENT
This Service Level Agreement sets forth the service level and performance objectives of OCLC in providing the Hosted
Services (as listed in Section 1 of this SLA) to Institution (the "Systems"). OCLC will use commercially reasonable
efforts to meet the following service level and performance objectives to support the operation of the Systems.
Covered OCLC Services
This SLA applies only to Hosted Services that are: (1) listed below; and (2) subscribed to by Institution.
WorldShare Acquisitions WorldCat Discovery Services
WorldShare Circulation Hosted CONTENTdm
Hosted EZproxy
WorldShare Interlibrary Loan
WorldShare License Manager
WorldShare Collection Manager
WorldShare Record Manager
Tipasa
2. Uptime Commitment
OCLC will use commercially reasonable efforts to ensure that the Hosted Services are available 99.5% of the time (die "Uptime
Commitment"). Availability will be measured as follows:
• Availability =(T-D)/(T) * 100%
• T = the total number of minutes in the respective month.
• D = the total number of minutes of downtime in the month excluding planned outages for scheduled maintenance,
telecommunications or power disruptions caused by third parties, any other causes beyond OCLC's reasonable control, and
excluding other times described herein.
OCLC will notify Institution promptly of any factor, occat7ence, or event coming to its attention likely to affect OCLC's ability
to meet [Ire Uptime Commitment, or [fiat is likely to cause any material interruption or disruption in the Hosted Services.
Scheduled maintenance may occur any Sunday during a 4 -hour window and may occasionally be extended. Notice of scheduled
maintenance shall occur 3 days prior to scheduled downtime. Iu the event planned emergency maintenance is required, OCLC
will make commercially reasonable elTorls to notify Institution in advance.
3. Systems Management
3.1 Monitoring. OCLC will monitor and maintain the Systems in working order each day (24 x 7) OCLC will
proactively manage and monitor all application server hardware devices and software to ensure optimal performance and
reliability as well as to detect abnormal events or exceeded utilization or performance thresholds.
3.2 Maintenance. OCLC will operate, monitor and administer all servers, applications and networks supporting
the OCLC Services. In order to provide such coverage, OCLC may utilize a mixture of on-site and on-call support staff, automated
server monitoring and aulornated paging technology.
3.3 Change Control. OCLC will install new equipment, software, releases, upgrades, fixes, patches and other
items necessary to maintain the Systems to industry standards. OCLC will proactively gather infonnation from appropriate server,
peripheral, operating system or database vendors regarding upgrades, defect patches or fixes.
20170701 Page 7 of 7 OCLC Master Services Agreement
Agreement No. 5915
ADDITIONAL TERMS FOR , LC AGREEMENT:
1. INDEMNIFICATION. OCLC agrees to the following:
A. OCLC indemnifies and holds City of El Segundo ("City") harmless from and
against any claim, action, damages, costs (including, without limitation, attorney's
fees), injuries, or liability, arising out of this Agreement, or its performance,
except for such loss or damage arising from City's sole negligence or willful
misconduct, Should City be named in any suit, or should any claim be brought
against it by suit or otherwise, whether the same be groundless or not, arising out
of this Agreement, or its performance, OCLC will defend City (at City's request
and with counsel satisfactory to City) and will indemnify City for any judgment
rendered against it or any sums paid out in settlement or otherwise.
B. Intellectual Property Infringement. Notwithstanding any provision to the
contrary, OCLC will, at its own expense, indemnify and defend City against any
claim that OCLC's services or work product furnished under this Agreement
infringes a patent or copyright in the United States or Puerto Rico. In such event,
OCLC will pay all costs damages and attorney's fees that a court finally awards as
a result of such claim. To qualify for such defense and payment, City must (a)
give OCLC prompt written notice of any such claim; and (b) allow OCLC to
control, and fully cooperate with OCLC in the defense and all related settlement
negotiations. City agrees that if the use of OCLC's services or work product
becomes, or OCLC believes is likely to become, the subject of such an intellectual
property claim, City will permit OCLC, at its option and expense, either to secure
the right for City to continue using OCLC's services and work product or to
replace it with comparable services and work product.
C. For purposes of this section "City" includes the City of El Segundo and its elected
and appointed officials, officers, employees, and volunteers.
D. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
2. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, OCLC will procure and maintain the following types of
insurance with coverage limits complying, at a minimum, with the limits set forth
below:
Tvoe of Insurance Limits
Commercial general liability: $2,000,000
Professional Liability $1,000,000
Page 1 of 3
Agreement No. 5915
Technology Errors
$1,000,000
and Omissions Liability
Cyber Liability
$1,000,000
Privacy Liability
$1,000,000
Workers compensation
Statutory requirement
R Commercial general liability insurance will meet or exceed the requirements of
ISO -CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth
above will be a combined single limit per occurrence for bodily injury, personal
injury, and property damage for the policy coverage. Liability policies will name
City, its officials, and employees as "additional insureds" under said insurance
coverage and to state that such insurance will be deemed "primary" such that any
other insurance that may be carried by City will be excess thereto. Such
insurance will be on an "occurrence," not a "claims made," basis and will not be
cancelable except upon thirty (30) days prior written notice to City or 10 days'
notice for cancellation for non-payment.
C. Professional liability coverage will be on an "occurrence basis" if such coverage
is available, or on a "claims made" basis if not available. When coverage is
provided on a "claims made basis," OCLC will continue to renew the insurance
for a period of three (3) years after this Agreement expires or is terminated. Such
insurance will have greater than or equal to the above limits during the term of
this Agreement and will cover OCLC for all claims made by City arising out of
any errors or omissions of OCLC, or its officers, employees or agents during the
time this Agreement was in effect.
D. Technology Errors and Omissions Liability Insurance will cover all third party
claims arising out of acts, errors, omissions or breach of contract provisions of
OCLC's technology services, including loss arising from destruction of data, in
the amount set forth above per occurrence.
E. Cyber Liability Insurance to cover all third party loss from hacking attack or virus
emanating from or passed through OCLC's computer system or a cloud
provider's system into City's systems in the amount set forth above per
occurrence.
F, Each such liability policy shall name the City of El Segundo as an Additional
Insured for such liability of the City. OCLC will furnish to City duly
authenticated Certificates of Insurance evidencing maintenance of the insurance
required under this Agreement and such other evidence of insurance or copies of
policies as may be reasonably required by City from time to time. Insurance must
Page 2 of 3
Agreement No. 5915
be placed with insurers with a current A.M. Best Company Rating equivalent to at
least a Rating of "A: VII."
G. Should OCLC, for any reason, fail to obtain and maintain the insurance required
by this Agreement, City may obtain such coverage at OCLC's expense and deduct
the cost of such insurance from payments due to OCLC under this Agreement or
terminate.
Page 3 of 3
Agreement No. 5915
20170501
SCHEDULE
WorldShare Meticlata/ OCLC Cataloging
DESCRIPTION
OCLC's catalogirig and metaclata services give Institution the tools needed to effectively manage the metadata for
Institution's collection.
DEFINITIONS
A. "Guidelines" means the "Guidelines for Contributions to WorldCat" as attached hereto as Exhibit A,
B, "Policy" means the "WorldCat Rights and ReSpDnsibilfties 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: IlLig..//",%P%k.ocic.orcieii/%vorldea,ttcooi)erativt-aUali(VIDOliC%�-IltMI,
C. "Principles" means the WorldCat Principles of Cooperation as attached' hereto as Exhibit B.
D. "WorldCat Data" is defined as set forth in the Policy.
All capitalized terms not defined herein shall have the same meaning ascribed to them in the Master Services
Agreement.
ADDITIONAL TERMS AND CONDITIONS
1) Responsibilities of Institution
A. Institution shall create bibliographic records and related data for entering information into WorldCat
consistent with the Guidelines maintained by OCLC and its advisory groups,
B. Institution using the Systems for cataloging agrees to abide by the Principles and the Guidelines.
C. Institution agrees that the use and transfer by the Institution of WorldCat Data is subject to the
Policy,
D. If, during the term hereof, an Institution informs OCLC that bibliographic records it furnishes to
OCLC for addition to WorldCat will be subject to usage or transfer restrictions beyond or in addition
to those applicable under this Schedule, and if OCLC nevertheless elects to accept such records for
addition to WorldCat, OCLC will so notify Institution, after which Institution's rights to access, use
and transfer such records will be subject to said usage and transfer restrictions.
ACCEPTO
Initials: tvkA Date: 09JU
Agreement No. 5915
Exhibit A
" WorldCat'
These Guidelines are designed to assist OCLC member institutions in interpreting the Global Council
document titled, "WorldCat Principles of Cooperation" and in using the document "WorldCat Rights
and Responsibilities for the OCLC Cooperative." They were endorsed by Global Council at its June
2011 meeting.
1. "Member libraries make a commitment to contribute to OCLC all current metadata and
holdings information, which represents items in their collections."
Many libraries question what this means to them. Most do not hesitate to add metadata and holdings
for their physical collections held in their buildings, but question whether metadata for other types of
materials, including e -resources, ought to be included. Below are some examples to help in deciding
when to add or not to add metadata and holdings information to WorldCat.
Member libraries are encouraged to add the following to WorldCat:
• Physical collections
If the materials are part of your permanent collection, and appear in your catalog, the metadata
and holdings should appear in WorldCat. The item does not have to be classified in order to
qualify for inclusion in WorldCat; many libraries only assign accession numbers to some kinds of
materials but still catalog them and consider them part of their permanent collection.
E -Resources
Metadate and holdings for e -books, a journals and other electronic resources (such as Web
sites) should be included in WorldCat. The availability of metadata and holdings can facilitate
linking users with content through services such as the WorldCat knowledge base. Such
inclusion does not necessarily indicate the ability to loan these materials or use them to fill
interlibrary loan requests, as many license agreements do not allow such use.
Special collections or local historical materials
Often special collections or local materials are not included in WorldCat because it is felt that
there is no interest in them on an international level. The inclusion, however, of these materials,
which are increasingly represented by digital surrogates, can be one of the richest contributions
made to WorldCat. For example, use of the WorldCat Digital Collection Gateway can facilitate
the contribution and maintenance of metadata for these digital objects, as well as materials held
in institutional repositories.
• Materials that a library does not wish to lend
Inclusion of metadata and holdings in WorldCat does not obligate any library to lend materials. It
merely acknowledges that it owns a copy of the material. Many
patrons using WorldCat will be interested in learning that materials are held by a nearby library,
to which they can travel In order to use the material. Scholarship is advanced by the inclusion of
rare materials in WorldCat, even if the holding library has no intention of lending it. Scholars are
216522. OCLC 1510
OCLC
Agreement No. 5915
usually willing to travel considerable distances for the privilege of examining rare materials on
site.
Member libraries are not required to add the following to WorldCat:
• Reserve materials
Academic libraries have the common practice of temporarily cataloging items not part of their
collection in order to place them on reserve for a class. Usually these are personal copies of
books or videos owned by the professor requesting that they be placed on reserve. Such items,
because they are temporary in nature, are not required to be included in WorldCat.
Proprietary materials
Corporate libraries may not want to show acquisition or ownership of specific materials because
their presence would point to classified current interests or development of new competitive
products.
U.S. federal government documents
After discussion by Users Council in 1995, U.S. federal government documents, even if
cataloged and classified, were identified as a legitimate exception to the requirement of adding
to WorldCat the holdings of all current, Roman alphabet cataloging. Member institutions are
encouraged to include them in their contributions to WorldCat to improve discoverability and
cooperative collection management of these resources.
• Rental collections
Member libraries may not invest in the cataloging of rental or leased collections (e.g.
McNaughton) because of the temporary status of these collections in their local catalog.
Therefore, not contributing holdings to WorldCat is an acceptable exclusion.
While adding metadata and holdings for these materials is not a requirement, member institutions are
encouraged to include them in WorldCat, if circumstances and resources permit, in order to reflect the
institution's full holdings. Effective use of some OCLC services and products may require their
Inclusion.
2. "Members make a commitment to create bibliographic records and related data consistent
with established guidelines maintained by OCLC and its advisory groups for entering
Information in WorldCat records."
WoridCat has become the international online catalog that helps OCLC members share resources,
reduce costs, and increase their visibility and impact in the communities they serve. WorldCat records
must serve a variety of purposes ranging from selection to discovery and a variety of audiences ranging
from expert searchers and library staff to general users of the web. OCLC recognizes that not all
member libraries follow the same cataloging standards and policies. Online cataloging users following
Anglo-American cataloging standards should follow Bibliographic Formats and Standards, 4th edition,
as a guide to the creation and maintenance of records. Member institutions that use other cataloging
standards should identify the cataloging rules, terminologies, classification schemes and language of
cataloging in the records they contribute to WorldCat. These member institutions should also be familiar
with the general information about WorldCat found in Bibliographic Formats and Standards, 4th edition,
Chapters 1 through 5. Minimal -level and Abbreviated -level cataloginq, and other lesss thans full
cataloging guidelines, are accepted standards and are options for briefer records.
Adopted by the OCLC Global Council on June 16, 2011.
2155:2. ocLc 1510
OCLC
Agreement No. 5915
Exhibit B
"
WorldCat'
WorldCat has become the international online catalog that helps OCLC members share resources,
reduce costs, and increase their visibility and impact in the communities they serve. OCLC's ongoing
development of the WorldCat platform has capitalized on and added value to this core shared resource
of metadata and holdings information. WorldCat and related files and the OCLC systems, and services
based upon them, are vitally important to the operations and services of many libraries, museums, and
archives.
WorldCat's relevance depends upon four factors:
• Its scope, the extent to which it accurately reflects the full holdings of libraries, museums and
archives
• Its timeliness
• The usefulness of WorldCat records for end users and participating institutions
• The functionality and flexibility of OCLC systems and software which support access to and use
of records and services
Recognizing the importance of these factors, member institutions, partner organizations and OCLC
work together to build and maintain WorldCat and to promote the responsible use of WorldCat and
OCLC systems and services.
Members make a commitment to:
• Contribute to OCLC all current metadata and holdings information, which represents items in
their collections
• Create bibliographic records and related data consistent with established guidelines
maintained by OCLC and its advisory groups for entering information in WorldCat records
• Support prompt contribution of bibliographic records and related data to promote shared use of
records and library resources
• Cooperate with OCLC, regional networks and other partners, and participating libraries to
identify and correct errors in contributed information and to avoid introducing duplicate records
• Use WorldCat records in accordance with "WorldCat Rights and Responsibilities for the OCLC
Cooperative."
To enable members to meet these expectations, OCLC makes a commitment to:
• Encourage participation in OCLC
• Strengthen WorldCat by promoting the full and timely contribution of records by member
libraries
215522 acLc 1510
7 OCLC
Agreement No. 5915
• Facilitate communication between member libraries and OCLC to promote effective planning
and rapid resolution of issues of mutual concern
• Provide high quality, cost-effective training, consultation, and support to encourage the efficient
use of OCLC records, systems and services and the timely adoption of OCLC system
enhancements
To enable libraries to meet these expectations of membership, OCLC makes a commitment to:
• Facilitate the participation of libraries, archives and museums as authorized users of OCLC
systems and services
• Respond to changes in technology and in the goals, organization, and cooperative agreements
of members consistent with OCLC's public purposes
• Provide cost-effective methods which enable libraries, museums and archives promptly and
efficiently to contribute information to WorldCat and related databases and to report changes or
corrections to OCLC
• Facilitate ease-of-use and cost-effective access to OCLC systems and services to benefit all
members and their users
• Disseminate clear and timely documentation of the standards and guidelines for contributing to
WorldCat and related files
Member institutions, partner organizations, and OCLC share a commitment to:
• Ensure the continuing viability of WorldCat and related services to libraries, museums, archives
and the information community
• Promote effective education and training in uses of OCLC systems and services
• Disseminate this statement and related information to current and potential OCLC members and
partner organizations
• Identify and correct errors in contributed information and to avoid introducing duplicate records
As amended and approved by Global Council, 21 June 2010.
(�) OCLC
Agreement No. 5915
20161213
SCHEDULE 7
EzrroxyaD
PESCRIPTION
OCLC® EZproxy0 access and authentication software allows an Institution to deliver secure Web access to e -
content simply and effectively. Uproxy facilitates a single sign -on to e -content using existing library -issued
credentials, such as a library card number and PN or username and password,
ADDITIONAL TERMS AND CONDITIONS
All capitalizt-d terms not deflocd herein shall have the some meaning ascribed to them in the Master Service
Agreement.
1) Configuration of Service for Self -Hosted. Institution is responsible for configuration ofscry ice,
2) Maintenance and Support Services. OCLC will provide maintenance and support services as part of the
Uproxy subscription.
A. Institution's Responsibilities.
i. Institution or the lead institution purchasing on b-chalfola group shall designate a support contact
to oversee and coordinate its use ofthe Product who is knowledgeable about the Product and
the hardware on which it is installed and running. Additional support contacts may be
designated at $500 per year, per each added support contact.
ii, Institution shall promptly destroy all prior versions oftlie Product after new versions have been
installed or downloaded.
B Limitations. Unless otherwise agreed upon in writing by OCLC, maintenance and support services
will not include the following,
i. Installation, relocation or removal ofthe Product at or from Institution's site-,
ii. On-site services;
iii. Support outside oftiormal business hours.
iv. Electrical, mechanical, or other work involving Institution's hardware, accessories, or other
devices associated with the use ofthe Product;
V. Any maintenance or support involving Institution's hardware or telecommunications
network, or third -party software;
Vi. Maintenance and support smices to parties other than Institution:
vii. Unauthorized use, alteration, or modification of the Product; or
viii. Correcting errors itinstitution falls to implement any error corrections, updates or upgrades
within 90 days after receipt by Institution.
THE POLL WIMG
0 TERMS ALSOA PPLY ONLY I;F T
_jNffL UTION QRVERS HOSTED EZPAOXY.
A. Configuration of Hosted Service.
a. OCLC maintained Hosted. Institution may submit active configuration requests to OCLC and
OCI.0 reserves tlic right in Its sole discretion to approve such configurations.
b. Institution maintained Hosted. Institution may attempt to configure resources ('Self-
ConfigmatioW'I and submit to OCLC for review and approval. OCLC reserves the right to modify
Institution's Self -Configuration in case the changes threaten the security of the server excessive
consumption of resources.
B. General, As necessary to provide access to the Institution's content, OCLC will:. (a) install and
support the Systems, (b) provide access to the Product, and (c) secure and maintain connectivity
with third -party telecommunication providers. As part of the initial configuration for the Product,
OCLC may provide up to 10 hours of configuration services. If additional hours are required,
OCLC will separately bill Institution at its standard consulting tote.
C. Most No mes and IP Addresses. O�CLC will assign host names and IP addresses to Institution as
part of the hosted services which will remain the property of OCLC.
D_ Exceeding Limitations. if institution uses any bandwidth. storage or otherservices in excess,
OCLC may, in its sole discretion. assess Institution with additional charges, suspend the
performance of the hosted services, or terminate this Schedule. In the event that OCLC elects to
take any such action, Institution will not be entitled to a refund of any unused pre -paid fees.
3) Additional Included Licenses and Pass -Through Terms.
A. This product includes GeoUte data created by MaxMW, available from hitp://www.nmxmind.com.
B. Portions derived from the RSA Data Security, Inc. MD5 Message -Digest Algorithm. Copyright (C)
1991-2, RSA Data Security, Inc.
EZPioxyM Page 1 of 3
Agreement No. 5915
This product includes software developed by the OpenLDAP Foundation (http)/www.operddap.org) and by the OpenSSL
Project for use in the OpenSSL Toolkit t'truw #wwvwwr.uuarc rr�si.or . The OpenLDAP Public License Verson 2.8, 17 August
2003
####fff#f###f4f####M#ff##i###4f#4##4fP####4•#44#!W44#"444#Wf IMWWWp4N4iwiAF4+�AtlMMWWWfi#►##ffft#f*fig#�YA♦
Redistribution and use ofthis software and associated documentation ("Software"), with or without modification, are permitted
provided that the following conditions are met:
A. Redistributions in source form must retain copyright statements and notices,
B. Redistributions in binary form must reproduce applicable copyright statements and notices, this list of
conditions, and the following disclaimer in the documentation and/or other materials provided with the
distribution, and
C. Redistributions must contain a verbatim copy of this document,
The OperrLDAP Foundation may revise this license from time to time. Each revision is distinguished by a version number. You
may use this Software under terms of this license revision or under the terms of any subsequent revision of the license.
THIS SOFTWARE IS PROVIDED BY THE OPENLDAP FOUNDATION AND ITS CONTRIBUTORS "AS IS" AND
ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES of MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN
NO EVENT SHALL THE OPENLDAP FOUNDATION, ITS CONTRIBUTORS, OR THE AUTHOR(S) OR OWNER(S)
OF THE SOFTWARE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR
CONSEQUENTIAL DAMAGES (INCLUDING, BUTNOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS
OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND
ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING
NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE_
The names of the authors and copyright holders must not be used in advertising or otherwise to promote the sale, use or other
dealing in this Software without specific, written prior permission. Title to copyright in this Software shall at all times remain
with copyright holders,
OpenLDAP is a registered trademark of the OpenLDAP Foundation. Copyright 1999-2003 The OpenLDAP
Foundation, Redwood City, California, USA. All Rights Reserved. Permission to copy and distribute verbatim copies
of this dooument is granted.
4M04f4f4#440*06*f#ft#4f►#f4M4#f#ff##ifF####4ff4#fMf#4#4f4#0♦44�ff40#40W01040 W4wf410 �0404iyf#i•4##44f�f
The OpenSSL toolkit stays under a dual license, i.e, both the conditions of the OpenSSL License and the original SSLeay
license apply to the toolkit See below for the actual license texts. Actually both licenses are BSD -style Open Source licenses.
In case of any license issues related to OpenSSL please contact opensst-core@openssLorg.
OpenSSL License
Copyright (c)1998-2004 The OpenSSL Project. All rights reserved.
Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following
conditions are met:
A. Redistributions of source code must retain the above copyright notice, this list of conditions and the following
disclaimer.
B. Redistributions in binary form must reproduce the above copyright notice, Ibis list of conditions and the following
disclaimer in the documentation and/or other materials provided with the disttibttiorm
C. All advertising materials mentioning features or use of this software must display the following acknowledgment:
"This product Includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit.
(h[tpJ/www.openssl.org/)"
D. The names "OpenSSL Toolkit" and "OpenSSL Project" must not be used to endorse or promote products derived
from this software withoutprior written permission_ For written permission, please contact opcnssl-core®openssl,org.
E. Products derived from thissoftware may not be called "OpenSSL" nor may "OpenSSL" appear in their names without
prior written permission of the OpenSSL Project
F. Redistributions of any form whatsoever must retain the following acknowledgment: "This product includes software
developed by the OpenSSL Project for use in the OpenSSL Toolkit (htlpJ/www.openssl.W'
THIS SOFTWARE IS PROVIDED BY THE OpcnSSL PROJECT "AS IS" AND ANY EXPRESSED OR IMPLIED
WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE OpenSSL
PROJECT OR ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, OR CONSEQUEN'T'IAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION)
EZPmxyO Page 2 of 3
Agreement No. 5915
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY,
OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT Of THE USE OF THIS
SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE
This product includes cryptographic software written by Eric Young (eay@cryptsolcom), This product includes software
written by Tim Hudson (t h@cryptsofLcom),
Original SSI.,eay License
Copyright (C) 1995-1998 Eric Young (cay@cryptsoff.com)
0 All ri&s reserved. *
TN's package is an SSL implementation written by Eric Young (cay@crypWfLcom). The implementation was -mitten so as to
conform with Netscapes SSL,
This library is fift for commercial and non-commercial use as long as thi: following conditions are adhered to, The rallowing,
conditions apply to all code found in this distribution, be it the RC4, RSA, !hash, DES, ctc., code; not just the SSL code. The
SSL documentation included with this distribution is covered by the same copyright tarns except that the holder is Tim Hudson
(t b@cryptwftcojn), Copyright remains Eric Youngs, and as such any Copyright notices in the code are not to be removed, If
this package is used in a product, Eric Yourin should be given attribution as Vic autWofthr parts of the libray used, This can
be in the form of a texnmt message at prograrn staftp or in documentarian (online at textual) provided with the package.
Redistribution and use in source and binary forms, with or without modification, are permittodproyidod that the following
conditions are met:
A. Redistributions of'souice code must retain the copyright notice, this fist of conditions and the following disclaimer.
B. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following
disclaimer in the documentation and/brottier materials provided widi the distribution,
C- All advertising materials mentioning features or use ofthis software must display the following acknowledgement:
D. 'Thisproduct includes cryptographic soffivarc written by Eric Young ("y@cryptsofLcom)"7`hc ward'ayptograpWe
can be teff out irthe routines from the library being used are not cryptographic related ;-),
E. Ifyou include any Windows specific code (or a derivative thercoo from the apps di=w,-y (application code) you
must include an scicnowledgement: "This product includes soft%wc written by Tim Hudson (tjh@cryptsofLe*mY'*
THIS SOFTWARE IS PROVIDED BY ERIC YOUNG "AS: 15" AND ANY EXPRESS OR IMPLIED
WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABIUTY AND FITNESS FORA PARTICULAR PURPOSE ARE DISCLAIMED. INNOEVENT
SHALL THE AUTHOR OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDEMAL,
SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAKNOES (INCLUDING, BUT NOT LIMITED TO,
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR
BUSINESS [INTERRUPTION) HOWEVER CAUSED AND ON ANY'THEORY OF LIABILITY, WHEMER
IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING
IN ANY WAY OUT OF TK USE OF TMS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE. The license and distribution terms for any publically available version or derivative of this code
cannot be changed, i.e. this code cannot simply be copied and put under another distribution license [including the
GNU Public Licerise.]
(A613MED)
Initials: MM Date: ; I k, � -10
Ezproxys Page 3 of 3
Agreement No. 5915
20150210
SCHEDULE14
WorldShare Interlibrary Loan Services (ILL)
IDE, SCRIPTLON
WorldShare Interlibrary Loan is a resource sharing network to tend and borrow resources which allows
users to quickly obtain global library content located in institution's collections and the collections of odier
ILL libraries around the world. WorldSham Interlibrary Loan simplifies tasks such as sharing of e-
resources, automating request and entry processes, managing ILL fees, analyzing borrowing and lending
patterns, and delivering documents easily and securely through Article Exchange.
ADDITIONAL TB RNS AND CONDITIONS
All capitalized terms not dolmed herein shall have the some meaning ascribed to them in the Master
Services Agreement.
Subject to this Schedule and the MSA, OCLC will provide institution with the Products and Services as
specified in the ILL agreed upon pricing document
ACCEPTED)
Initials: I�A Date.,