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Home My WebLink AboutOHIO COLLEGE LIBRARY CENTER - OCLC - ONLINE COMPUTER LIBRARY CENTER, INC. - 1981-05-04OFFICE OF TIRE CITY CLERK September 9, 1982 OCLC (Online Computer Library, Inc) 6565 Frantz Road Dubli,s, Gilio 43017 Attn: Manager, Customer Support The City Council of the City of Huntington Beach at its regular meeting held September 7, 1982 approved the Library Computer Terminal Maintenance Agreement with your company. Enclosed is a duly executed copy of -.id agreement for your file. Alicia M. Wentworth City Clerk At4W:CB-bt Enclosure CC: Vince Moorhouse, Community Services Walter Johnson, Library Judy John, Finance R E Q U E S1 F -1T'- �' V- .1 C- 0. U-- -K 0 1 'A 9/'0 N l�o,�; � Submitted to: Honorable flavor and i y ouncz Sub1. ny: Charles W. Thompson, City Admir_istrat. } Prepared by- Vincent G. Aloorhouse, Director, Community Sere Subject: OCLC TERMINAL MAINTENANCE AC..EEMENT FOR FY 1982/83 Statement of !ssr:e, Recommendation, Analysis, Fundipg Source, Alternative Actions, Attachments: : STATEMENT OF 16SUE: 'he Central. Library currently utilizes a computer terminal w1hich was purchased from and is c�mnected to OCLC Online Computer Library Center, Inc. to search for titles of books and other library materials for cataloging a.nd purchasing data. In order to maintain the equipment on a regular basis, an agreement of $486.00 per year has been prepared by OCLC which is a standard maintenance agreement for preventive and. corrective maintenance of the terminal. P.F:"OAiAII ,L'ATION: It is recommended that Council approve the maintenance agreement with OCLC so that the computer terminal owned by the City and used by the library can be serviced when necessary at a fixed coast. ANALYSIS: Terminal maintenance servif^es are available by contract at a fixed rate of $40.50 per month or $4.86.00 Less a 7.5% discount if paid by August 15, 1982 making the net cost $449.55 per year. It is unknownhoer often. service shall be needed for the terminal since the equipment wass only installed in Navember, 3,981 and no repair person has physically come to the library yet. There have been problems which have been taken care of by telephone 18 times to date without this contract. OCLC would not service the terminals at all on an oTs-call basis -,r provide spare parts, Instead, arrangements mould have to be made thro 'a the ma.nu acturei of the equipment, RAMTEC corporation, to .acquire maintenance for the equipment or train City personnel to repair it. Normally, charges for repair of c^mputer equipment ruts $75 per hour labor plus materials and a $350 minimum pe billable service cull.. Since the serv..ce agreement provided includes L i.,,e and materials for one year's maintenance for less than $100 nv)re than one billable service call through another repair firm, it is recom- mended that this contract be adr.pted. FUNDING SOUCE The maintenance cost of the contract is budgeted in Account 395-409, Technical Services, Contra,Ei.t Services, Book ProcesSirf*. P10 4/81 w'S':. F, E: a 4: Page Two ALTERNATIVE ACTIONS: 1. The library could contract with another computer repair firm for $75 per hour plus materials or $350 minimum per call. 2. The City could train current staff to repair the equipment by sending someone to specialized training and purchase parts directly from the manufacturer. Training costs ;would be approximately $2,000. It is unknown bow mucb.pasts would be since it is not possible to predict which parts might be needed.,. 3. The City could not choose to repair the equipment if it brake down. CWT: VGM: i1J: gc . ...at t;,,,id Puhitn 01m, .)i3O— a.H I emu+': Pfat i\R \: .k in •'r 982 April 22 Vet ti fied 'cumber: s ,f The Board or Trustees, at its last ^eating, established oric>s to be :h�rje; for the coming fiscal year. The prices, attached as �_p end;x I, become effective 173t July 1 in compliance with the notice provision of your agreement rv.th JCLC. OCLC will be adding to its invoices amounts equal to any applicable sales, use, or other taxes. 2 so attached is Appendix II 3CLC Online Computer Li�lriry Center, Inc., policy ort Subscription Discount. At the bottev, of this schedule is a note .1!1 me processes and products which are eligitle for the subscription discount. 'hese also are noted in Appendix I. ou are rurther directed to the attachmt7qt entitles"` "general :zmrleits on F;scai 19E?/1983 Prices." this highlight's i..ey charges in pricing and iscount policy for the upLoming fiscal year. %lf particular rote is the hasl,;)v i,: rrod,acts and services eligible for the `'Subscription Discount Program. It iisy q-ve a significant effect on the charges incurred by your arganizati on, =I;ease attach Appendix 1 and Appendix 1 to your cQpy �f the agreement and t K^:wledge receipt by countersigning the enclosed copy :,,f this letter and -etLArn ,i the enclosed preaddressed, stamped envelope. T ease contact Mr. Earl Kennedy, Manager of 'fie t}a+ork Accoun.i ng, wit-" any rlquirlas concerning bill irg. Please contact t1w 4estern xervi`-e ',.k'.'ier lcncern�,,.g the policies and charges put forth rare. Sincerely yours, "dice President of Marked gig ;Marketing � Iser `aery i,es :.vision Acknowledgement �l. -,orlorized Signature `rganjza pan 1982 January 2G M - ,*-n ttaD: th, City Clerk "ity of Huntington teach )ffi-:x of the City clark P.0. Roa 190 :!. Intington Beach, CA 92648 Enclosed with this letter is a copy of the Second ;Edition of the OCLC Bibliographic Input Standards which is to be attached, as Schedule B, to your Master Agreement with OCLC:. The other copy(ies) you will receive are for the use of member employees. The Second Edition supersedes the First and so it is important that it become a part of your Agreement with OCLC. Please acknowledge receipt of this amendment: by signing this lette,: in the lower left hand corner and returning it in the Enclosed addressed envelope. Sinc/erely yours,, Thompso �s. LI tle Senior Vice President ACKN ` uEMCN'-1't A o is �S2gnp:tur� , .. n s t ift tt Af Dote � .:cacya.tt.r C4 rug y a REOUEN FOR ATY COUNCOACTION Date _April 27, 1981 Submitted to: The Honorable Mayor and. City Council Submitted by: Charles W. Thompson, City Administrators Prepared by: Vincent G. Moorhouse, Director, Community Service Subject: Agreement with Ohio College Library Center to Establish an On -Line Computerized System for Cataloging and Inter- Libi-ary Loans at the Central Library Statement of Issue, Recommendation Analysis, Fundin Source, Alternative Actions, Y y Attachments :,- �A TET E"dam OF IS SUE -he federal 'government has offered funds to the hintington Beach Public L'_brary and surrounding; public libraries to pr3vide equipment and training costs to increase availability of cataloging information ?ns rasnurce sharing. EC ?v'E` _)A'?' ON -.cent -,rant funds of $6,000 from Library cervices and Construction. Act. and approve agreement with Ohio College Library Center (OCLC) to establish an on-line computerized ;ystem for cataloging and inter- library loans at the Central Library. NA1, YS IS lrant; fands in the amount of $6,000 are wvc l.able from LSCA which will -rsbl.e the cataloging and processing of library books and materials t„ be completes: on a less costly and more timely manner. The system _ encoura-es inter -library loans. The ;rant funds include an on- roir.i reimb,., •se-nent Of t,45 per title abY tracted for cataloging. Ohio C,,lle.re %ibrary Center is recormaended as the utility vendor due to It large data base. The hinds will pay for all equipment, training nn,4 start-up costs. The City currently exOeands $30,458 for personnel perform tasks that OCLC would eliminate. The annual cost to the i - for 0,,LC data base use would be $15,396e The proposed libL,,ary reoraani zat. ion has identified a reed for two additional full. -time employees for backlog tasks. The OQLC system would release two full-, time employees to feform these tasks. The annual OCLC r.ast will be incDrporated within th€� existing budget in Account 244409, Anticipated savings will be realized in that services currently provided by a vendor will be done by OCLC. OCLC has the endorsement of a committee headed b,, Data Processing: Manager, Jerry Br.amlett, which performed a recent library circulation. and eatalogixlg study. v"NDINr SOURCE Federal government; Library Services and. Construction Ace; City Account #2441109, Contractual Servitses Book Processing. A.,,TERNATIVE ACTIONS Do not apply for grant funds-; continue c•s aloging and inter -library loans without on-line computer, ''"` . qo a/a1 T/ REQUEST FOR CITY COUNCIL ACTION April 27, 1981 Sub j ect: Agreement with Ohio College Libr-iry Center to Estab'_ish an On -Line Computerized System for Cataloging and Inter - Library Loans at the Central Library 1 ATTACHMENTS Agreement between OCLC and City, V3M:RH:cs "Cr' Western '.inth anti Dartmouth mx3F3 .1�zne �1 ,nql P,jt°i Finley, Mayor JUN 041981 City of Punts nT.ton Pea^h PDX 100 4E HUNTINGTON BEACH �i�}ntin,7to.n Beach, Calif. AOMINIS)TRATIVE OFFICE r„ nr Mayor Finley: de arr retu-nin the count tirsinne,.i coot/ of ywjj 1^reement with :ICi C tinl are happy to ,ara1.^c^ie your l�'.rnry to meT!,ershin and participation in our n.iorer?tive library _ ,rvice. c`incer-iv, {,!R,1'?i AN& CITY OF HUP�,JTINGTOKN REACH 2000 MAIN STREET CALIFORNIA 92648 P. 0. Box 190 COMMUNITY SERVICES DEPARTMENT (714) 536-5486 Vincent C. I'vloorhouse, Director Q�j L. "-trcn& V5 4 -an nia ."fate Library 'nc �i z,,,- qrri Courts, Fuild�, j m CA 9511�09 r. i, . r orF7 --rrm: lll.t irt,;ip hased 'Eqiipment y -'raln-1 f 7torl R�e icy, ?ibll Library F tej e., Litr a ry Cent-r,r at 4-1,JC tjj, prn, '"ity r i n C. r, min 17 1'f d v the nrz�ro-sa I m:"t t,,: f"I n. prepare-d., it ,wjof a.. :1V llou t the Llbna,ry 7-? Crm_m,irity �ervJc,:,,F � 3 t I'll i e s hvv e t, (- cn ar� :udy reinb.�,j.-F!,ement Znt.1 tl 7 F*'b -n[ w 1 - h C'71,0 % Cla'm l-,orn :rsd apply fov thic, wl-11 i-c, beforl�. tn Clt% r 1 11 any que,� r �� f," , _1 r . L I * . i .1 , t is - x 4- zt',onz, rectly. r, c reay, ,_Ce'nt G. 71, r e d or cr,mmunity Servi-rle4� Aj CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COMMUNICATION HuPMNC10M BEACH To Charles W. Thompson From Dan T. Villel'la City Administrator Assistant Director of Finance Subject Proposed Funding for Institution Date April 28, 1981 of On -Line Computerized System at Library FIR # 81-50 In response to the request of the. Community Serv'icesDepartment, z Financial Impact Report is 4hereby being submitted relative to the proposed funding, necessary to establish an on-line computerized system for cataloging and inter -library loans at the Central Library. A new appropriation or an adjustment to an existing one will not be necessary to fund the proposed on-line computerized system through FY198142. This is due to the fact that (1) the anticipated savings in the contract services, book processing account (#244489) will more than offset the additional costs of the new program ($15,400) and (2) that grant funds of $6,000 will provide for the necessary equip- ment and tra ring costs. Therefore, it is recommended that the. FY1.981-82 appropriated ;i.ne item budget for this particular account, excluding outstanding prior year encusr!rances, remain at the same level as that adopted iror FY1980-81, at $36,Oo0. Dan T. Villell Assistant Di regtor of Finance DTV/AR/cg E N CITY OF HUNTINGTON BEACH FINANCIAL IMPACT REPORT Project Name Computerized Cataloging System at Library _ Description Proposed funding for institution of on-line computerized system at the Library 1. DIRECT PROJECT COSTS 1.1 One -Time Costs Land Acquisition Construction urn., Faci i- ties, Eoui ment, Other Total Cost 6,OC,C 6,000 1.2 Recurring Annual Costs Reduction if outside srvices Pa roll Additional Personnel Materials & Supplies utslde Services Revenues Total Cost 15,400 15,4 00 -0- 1.3 Replacement/Reneoral Costs N/A 2. INDIRECT COSTS N/A OFFICEOF THE CITY CLERK June 2, 1981 Mr. Thompson M. Little Associate Executive Director OCLC, Inc. 1125 Kinnear Road Columbus, Ohio 43212 On May 4, 1981 the City of Huntington Beach approved an agreement between the City of Huntington Beach end the Ohio College Library Center to establish an on-line computerized system for cataloging and inter -library loans. wo duly executed copies were forwarded to you on May 5, 1981. We would appreciate it if you would inform us when your entity will tame action on the matter so that we may mark our files accordingly. Alicia M. Wentworth City Clerk AMW:CB:cd cc: Mince Moorhouse Community Services Director Alk ST TEMENT OF THE ACTION nF THE CITY COUNCIL Council Chambir, City Hall Huntington Beach, California Monday;, May 4, 1981 Mayor Finley called the regular meeting of the City Council o tha--flty of Puntington-Ne—ach to order at7:30 P.M, Present: MacAllister, Finley, Bailey, Mandic, Y,elly Absent; Thomas, Patti;ison **t**$*#*****iML**'Ahd^k*'►inF+1414**M(1Fi'1F**f*�F.1n0'fi4r.*41tir**fk**/{`9kkt*R**}*i*i'#**1M R�*'#$FI**/�#1Y#1'it# On motion by Mandic, second MacAllister, the following iter..s were approved as reco,;mended by the following roll call vote: AYES: MacAllister, Finley, Bailey, P4andic, Y.elTy NOES: None ABSENT: Thomas, Pattinson AGREEMENT - OHIO COLLEGE LIBRARY CENTER OR -LIKE COMPUTERIZED SYSTEM, - Accepted grant funds of rom Library' e:-vZces -Construction Act and approved and authorized execution of an agreement with Ohio College Library Center (OCLC) to establish an on-line computerized system for cataloging and inter -library loans at the Central Library. *# ***#*## k*Mr**t**#*rii*'k+t**A'stiRi'i'enYinYr**##*##ielrArx+#xR#*##*:FYxike°kirrif-kir'iis �!t*J!�►*�+�Yri�t#..i#+Yrt-k+t Piayor ty oey untingtonadeach at the lOc"�P 11� tregular Momeeting. 18. 158City Council at 6:00 P.M, in Room ATTEST:Alicia 11. Wentworth City 'Clerkand ex-officio C er. of t1)e City Council of the City Alicia bi. Wentworth of Huntington Beach, California City Ruth Finley STATE OF CALIFORNIA �^--'----�- County of Orangeiayor City of Huntington Beach T, ALICIA M. WENIVORTH, the duly elected and qualified City Clerk of the City of Hur:tz gton Beach, California, do hereby certify that the above and foregoing is a tluE, and correct Statcmnt of Action of the City Council of said City at their miular tweeting held on the ath day of gay , 19 et.. 1411NESS my hand and sdal of the said City of Huntington Beach this the 7th ... gq� qjk t zYmri of the City Council of the city of Huntington Belch, California 8Y 12l78 AML City of Huntington Beach `r P.O. Box Ito CALIFORNIA "648 OFFICE 0 THE CITY CLERK May 5, 1981 Mr. Thompson M. Little Associate Executive Director OCLC, Inc. 1125 Kinnear Road Co l uinbus , Ohio 43212 Enclosed are two originally signed agreements between the City of Huntington Belch and the Ohio College Library Center to establish an on-line computerized system for cataloging and inter -library loans. Upon execution by the college, we would appreciate receiving a copy for our files. Alicia M. Wentworth City Clerk AM4:CB:cd Enclosures cc: Vince Moorhouse Community Services Director OCLC AGREEMENT CHECKLIST (READ CAREFULLY) Please be sure to complete the following items so that your Agreement can be sent to Columbus for signature. Any items not completed will result in a delay as the Agreement will be returned to you for completion. CHECKLIST FOR COMPLETING OCLC AbREEMENT TITLE PAGE - Name of Institution PAGE i - Name of Institution top of page Blank on lines 1, 2, 3, and 5. PAGE 4 -- Term of year(s) in the second paragraph PAGE 19 - Blank in section (e) PAGE 20 - dame and Address of your institution PAGE 21 - a. Please place l signature on the lower group of lines (By ) and insert the name of the institution above the signature. Please rp int the name below signature. b. Please witness the signature on the line to the left. Attest. c. Date _ in paragraph above signatures. Please mail TWO signed copies to OCLC Western. One orginally signed copy will be returned to you by our office after Columbus has signed the Agreements and Columbus will retain one copy for their files. ! Cltc�+!.war$-.ems C"'aI RECMAT FOR CITY CAYJW..,AL ACTION' Stibmitred by Raymond C. Picard, Fire Chio Dewtmnt Firs. I.w,;ry Date Prepared March 13 , to 1 Reckup Materitbl Attached 0 y" 0 No Subject XP 11 City Administrator's Coo mts APPROVEI> By CITY COUNO L Approve as Recommended V— Y ci CLFM Statement of 1mv, RommumWation, Anal . Funding Source, Alternative Actions: tip t� Statement of lssue3 The cooperative communicatiom training and reporting agreement between the Net 6 cities of Fountain Volley, Huntington Beams, Seal Beach aInd WastmIrater is being e.Vanded to include the two unincorporated acre of Orange Cointy known as Sumet Bach and Midway City. Recommendation: Approve- trasdad Net 6 oontrwt for the purpme of providing an Improved consolidated emergency fire corrmLq-tications, fire training, incident reporting and fire €nvestigation system. Ana_ly I . oP�! t alf of the territory laying within the a ationol bovn(iar ies of 140 6 (Fewtain Valley, Huntington Beach, Westminster and Seal Fkgxh) receive a unified single dispatch or deployment of fire equipment to reported crr w9encles. Thu* excluded crew are the two communities in Orange County known as Sunset Beach and Midway City. It is the desire of the fire auftritim in t1v Net 6 areas to functionally consolidate and inclWe all territory within the Net 6 operatlawl system. Th, agreement submitted hI been agreed to both aaiministrat€vely and lily by all p®rtie at the staff heal. We now are re sting each City Councfi and the Board of Supwylsors to ratify this controct for implementation on July 1, 1981. This act will functionally strengthen the fire defense system by operationaliy integrating oil fire unit deployment, training and communications within the Net 6 operational area. Funding Sources i�� re�c�uir7R' This contract will octoolly re(We our rotary obligation to the Net by several` thousand doll cars. Alternative Action: O rrof rat y i� noraprnent nor eVmd the Net 6 a rartlonal system to include Sunset Beach and tirjwerly ft " , 'a AGREEMENT WITH: CI^? -;F HUNTINGTON BEACH 2C.., Xa.ri Street Huntington Beach, CA 92648 OCL/810501. Effective Date 82 07 01 yea_ .month day OCLC ONLINE COMPUTER LIBRARY CENTER, INC. TERMINAL MAINTENANCE AGREEMENT The above (the Participant), for its own needs or on behalf of its member libraries, hereby orders terminal maintenance service from OCLC Online Computer Library Center, Inc. (OCLC) of 6565 Frantz Road, Dublin, Ohio 43017, and OCLC agrees to furnish such service to Participant for the Equipment identified in Schedule A attached hereto, in accordance with the terms and conditions here- inafter set forth and commencing on the date first written above 1. SCOPE OF Z:ONTRACT. The maintenance services to be supplied by OCLC .for the contract price shall consist of preventive, and corrective maintenance. The maintenance concept is one of module, sub -system, or system replacement with minimum time on the Participant's premises. Adjustments and minor repairs will be made by OCLC on the Participant's premises wher. special tools or materials are not required. Repair of damage to or, failure of any Equipment resulting from abuse, accident, or causes other than normal usage will be repaired as specified in Section 6., MISUSE, 2. TERM. 2.1 Minimum Term-Reneval, The term of this Agreement shall begin on its effective date and terminate on the first June 30th thereafter. It. may then be automatically renewed .for one (1) year periods from July 1 to June 30 by payment to OCLC of the initial maintenance charge for the renewer year. L- TERMINAL MAINTENANCE AGREEKeNT OCLC/810501 2.2 Termination. Either party may terminate this Agreement at any time by giving sixty (60) days prior written notice in the manner required by Section 20., NOTICES. 3. CHARGES. 3.1 Months. Monthly Maintenance Charges are set forth in Appendix I. 3.2 During Warranty. No charge will be made pursuant to this Agreement for service to any new Equipment during the warranty period of ninety (90) days which begins with the date of installation. 3.3 Time and Materials Charges. "Time and Materials" is defined as the portal to portal charges for the cost of labor, parts, travel and other incidental expenses. 3.4 Rate Changes. OCLC reserves the right to increase or decrease the rates, due to any change in its costs, after giving sixty-five (65) days written notice to Participant. 3.5 Equipment Withdrawal. Participant may withdraw Equipment from this Agreement and receive an appropriate reduction in rates after giving thirty (30) days prior written notice in the manner required by Section 21., NOTICES. However, if the Equipment withdrawn is a termina or—terminals� from a previously unbroken chain of OCLC maintained terminals, OCLC will charge the current time and materials rates for continued maintenance of the remaining terminals in the chain. 4. PAYMENT TERMS. 4.1 Monthly --Discounts. Payment of the Monthly Maintenance Charges will be due thirty (30) days in advance of each monthly period. participant may also pay quarterly, semi-annually or annually, on a subscription basis, at the respective discounts for each option in accordance with the Appendix 11 that is to be in effect during the renewal OCLC fiscal. year, 4.2 Chases Commence -Fractions. Monthly charges commence on the ninety- first (91st) day following that on which OCLC" installs the Equipment. Charges for fractional parts of the initial month will be based on one thirtieth (1/30) of the monthly charge for each day in the fractional month;. 5, MAINTENANCE TEP14S. 5.1 Commencement. Additional equipment purchased after this Agreement is signed will automatically see placed under -2- TERMINAL MAINTENANCE .AGREEMENT OCLC/810501 maintenance service at the termination of the ninety (90) day warranty period and for the balance of the then current contract term by an amendment to Schedule A, provided. always that the Pa--ticipant may by written direction exclude any Equipment from this Agreement at the tL--ne of purchases. 5.2 Standard Service. The charges made pursuant to this Agree- ment are for unlimited calls and will cover the cost of all labor, repairs, replacement of spare parts, travel, and other incidental expenses for Equipment covered by this Agreement, except as specified in Subsectior_ 6.1, Non Standard Service. �~ 5.3 Request .for Service. All requests for service must be in tIated by an authorized representative of the Participant institution. The service request must contain the inlorma-- tion indicated. in Appendix I. 5.4 Access. Employees or agents of OCLC stall be given access to the Equipment when necessary for purposes of inspection or performing maintenance services. 5.5 Principal Period of Maintenance. The Principal Period of Ma,nEeriance is defined as the hours of 8:00 a.m. to 4:30 p.m.,lucal time, Monday through Friday, excluding local, holidays. The Monthly Maintenance Charge entitles Par- ticipant to maintenance service during the Principal Period of Maintenance. 5.6 Parrs. Replacement of parts necessary to restore Equipment per? rmance is included in the Monthly Maintenance Charge unless otherwise specified. In providing maintenance service, OCLC, at its discretion, may use new or zebu It parts or exchangeable assemblies of equal or improved quality. All defective parts that have been replaced become the property of OCLC. 5.7 Substitution, OCLC reserves the right to temporarily replace any Equipment, due to an unusually high service rate, with substitute Equipment while comprehensive tests and repairs are being performed on the replaced equipment. All costs associated with such a procedure will be borne by GCLC, except as specified in Section 6, MIrCJSE. 5.8 Other Maintenance. Equipment which has been serviced under a -Plan o� er than this Agreement will be accepted by OCLC for service only after the Equipment has been certified by OCLC's service agency as being in satisfactory working con- dition. All costs incurred both in the certification and any repair necessary to obtain certification shall be at the current time and material rates and be borne by the Participant. TERMINAL MAINTENANCE ,AGREEMENT OCLC/810501 5.9 Exclusions. Repair of additions and accessories to GCLC Equipment are not included in this Agreement unless specified in Schedule A. 6. MISUSE. 6.1 Non Standard Service. This Agreement does not cover service required by causes other than normal and proper use. OCLC will not provide its standard service under this Agreement for failures of equipment due to damage caused by negligence or purposeful acts not the fault of OCLC, its employees or agents. 6.2 Definitions. Negligence or purposeful acts means any careless, negligent, or willful misuse or abuse of Equip- ment, any unauthorized attempts to repair Equipment, or any unauthorized use of Equipment not expressly provided for in the Participant's main cooperative agreement with OCLC. 6.3 Charges. A service call resulting from negligent or purposeful acts is a Billable Service Call and the Par- ticipant will be charged for such service call at the current time and materials rate. 7. ADDITIONS AND MODIFICATIONS. Any malfunction of Equipment determined to have been caused, by a modification of or an accessory added to the Equipment by the Participant, whether authorized or unauthorized, will be repaired at the current time and materials rate and charged to the Participant. 8. RELOCATION OF EQUIPMENT,. Forty-five (45) days written notice is to be gi.vep if OCLC is to relocate the Equipment. This notice should specify the lengths of new cable or other parts needed for the relocation. In the event the relocation will require moving an AT&T line, ninety (90) days written notice mustbe given. if a Participant relocated Equip- ment written notice after the fact in to be given OCLC describing the new location. ,Any malfunction of or damage to the Equipment resulting from the relocation will be repaired at the current time and materials rates. 9. EARLY TERMINATION. 9.1 Any of the following events will constitute default by Participant: -4- a TERMINAL MAINTENANCE AGREEMENT OCLC/810501 a. Failure by Participant to pay any monthly charges within fifteen (15) days after the due date. b. Any breach or failure by Participant to observe or perform any other: obligation hereunder, and the continuance of such default for fifteen (15) days after notice to Participant of the Existence of the default. C. Any act of bankruptcy within the meaning of the Federal Bankruptcy Act committed by Participant; or bankruptcy, receivership, insolvency, reorganiza- tion, dissolution, liquidation or other proceedings instituted by or against Participant or all or any substantial part of its property, under any federal or state law, and, if against Participant, if such proceeding is not dismissed with.Ln thirty (30) days. 10. WARRANTIES. 10.1 Good Working Condition. OCLC agrees to maintain and provide a service capability during the term of this Agreement and to maintain any Equipment subject to this Agreement in good operating condition. As used herein, "good working condi- tion" is defined to mean that the Equipment will perform operating functions in a manner equal to its operation when accepted by the Participant. 10.2 OCLC MAKES NO OTHER WARRANTIES EXPRESSED, TMPLIED, STATU- TORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11. INDEMNIVICA:TIONS. 11.1 By Participant. Participant shall indemnify and save OCLCharmlessfrom all claims, expenses, losses, liabili- ties, and damages, including attorney's fees, resulting from injuries to persons or property or loss of datd, arising from, growing out of, or connected with the use or operation of the Equipment or any act or omission of Participant, its clients or the employees or agents of Participant. 11.2 By OCLC. OCLC shall indemnify and save Participant harm- less -from all claims, expenses, losses, liabilities and. damages( including attorney's fees, resulting from injuries to persons or property resulting from, growing out of, or connected with the servicing, maintenance, or instal.latiol of the Equipment by OCLC, its employees, agents or sub- contractors. �5� E] TERMINAL MAINTENANCE AGREEMENT OCLCf810501 12. LIABILITY. 12.1 Data Loss. The Equipment may contain electronic memories or be connected to other devices in which are accumulated substantial data. OCLC shall not be liable to Participant or any other person if any such data is lost or rendered inaccurate, regardless of the cause of any such loss or inaccuracy. 12.2 ANY SECTION OF THIS AGREEMENT NOTWITHSTANDIivG, OCLC SHALL NOT BE LIABLE, WHETHER IN CONTRACT, TORT OR OTHER DASIS, FOR ANY DAMAGES SUSTAINED BY PARTICIPANT OR ANY OTHER PERSON ARISING FROM OR RELATED TO ANY MACHINE FAILURE OR DELAY OF MAINTENANCE, INCLUDING, BUT NOT LIMITED TO: LOSS OF REVENUE, BUSINESS OR OTHER FINANCIAL LOSS; LOSS OF USE OF THE EQUIPMENT OR ANY ASSOCIATED EQUIPMENT; COST OF SUBSTITUTED FACILITIES, EQUIPMENT OR SERVICE DOWNTIME COSTS OR CLAI14S OF THE PARTICIPANT IN CCNNECTION WITH OCLC PROVIDING OR FAILING TO PROVIDE THE SERVICES DESCRIBED HEREIN; AND ANY OTHER SPECIAL,INDIRECT OR CONSEQUENTIAL DAMAGES.. 13. TAXES. Should the services herein become the subject of sales, use or other taxes, OCLC shake separately indicate on the invoices any such tax, and any interest and/of penalties, that are the obligation of Participant and Participant shall pay such charges directly or reimburse OCLC. This obligation shall survive the termination of this Agree- ment. Participant, at its own expense and in OCLC's name, may challenge or seek abatement of any such tax, and OCLC will. cooperate with Participant in that regard. 14. GOVERNMENT REGULATION.. This Agreemenz is subject to applicable laws and executive orders relating to equal opportunity and non-discrimination in employment. OCLC and its agents small not discriminate in employment practices against any person by reason of race, religion, color, sex or national origin and will. comply with the laws and orders relating to the employment of the handicapped, the employment of veterans and the use of minority business enterprises, to the extent any such laws and orders are applicable in the performance of work or furnishing of services, materials or supplies hereunder. TERMINAL MAINTENANCE AGREEMENT OCLC/810501 15. ASSIGNMENT. This contract shall not be assigned by either party without the prior written consent of the other, except that either party may assign its right under thecontract to any successor to, or assignee of, all or substantially all of its business assets. This contract will then be binding upon and shall inure to the benefit of such successors and assigns. 16. PREVENTION OF PERFORMANCE. Performance under this Agreement (except for an obligation to pay money) shall be postponed or extended automatically to the extent that the particular party is prevented from executing its obligations by any cause beyond its reasonable control; such as acts of God, strikes, work stoppages, shortage of material, hindrance by third parties, failure of transportation, epidemics, governmental regulations superimposed after the fact, fire, communication line: failures, power failures, unusual shock or electrical damage, or other Force _Majeure events. 17. CAPTIONS. The captions are included in the Agreement for convenience of reference only and are not deemed to be part of this Agreement. 18. WAIVER RIGHTS. No term or provision hereof shall be deemed waived or no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver or, a breach by the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any other different or sibsequent breach. 19. PARTIAL INVALIDITY. If any term or provision of this Agreement shall be found to be illegal or unenforceable then, notwithstanding, this Agreement shall remain in full force and effect and such term or provision shall be deemed stricken. -7- TERMINAL MAINTENANCE AGREEMENT OCLC/810501 20. NOTICES. Any and all notices permitted or required to be given hereunder shall be in writing and be deemed duly given: (a) upon actual delivery, if delivery is by hand and receipted; or (b) upon receipt by the transmitting party of confirmation or answer back if delivery is by telex, telegram or electronic mail; or (c) upon delivery into the United States mail if delivery is by postage paid registered or certified return receipt requested mail, Each notice shall be sent to the respective party at the address first given above or to any other address as the respective party may designate by notice delivered pursuant to this Section. 21. COOPERATIVE AGREEMENT. The provisions of this Agreement are in addition to and do not alter the obligation of the parties under the provisions of the Cooperative Agreement between OCLC and the Participant. 22. ENTIRE AGREEMENT. The terms and conditions of this Agreement supersede thosa of all previous agreements between OCLC and Part-'ipant and this Agreement constitutes the entire cont:. •*: between OCLC and Participant with respect to mainte nra ice of the Equipment. Any terms and conditions appearing on Participant's purchase orders or authoriza- tions shall not apply to or become a part of this Agreement. E.", 0 TERMINAL MAINTENANCE AGREEMENT 23. GOVERNING LAW. OCLC/810501 This Agreement shall be governed by and construed. in all respects in accordance with the laws of the State of Ohio. This Agreement is executed in duplicate originals by a duly authorized representative of each party to be effective on the date first written above. .1_NTTN-3TON BEACH, 7 iP Ia. cDrporatinn By:.L,,-q Va. I Title ".%yvr Date- 1 9 � ".7-ED AS TO ?OR. 0 �m, jj 7 T A-ED AND PPR A MT�:'L IRE71EWED) AND APPROVED;, e, Administrator 'EST - City Clerk OCLC ONLINE COM?UTER LIBRARY CENTER, INC. Title, Date -9- Y APPENDIXI OCLC ONLINE COMPUTER LIE ARY CB,'rER> INC. TERMINAL MAINTENANCE AGREEMENT Fiscal Year 1982/83 MiJNTHLY MAINTENANCE CHARGE - each terminal . . . . . . . . . . . a40.5G BILLABLE SERVICE CALL . . . . . . . . Time and Materials REQUEST FOR SERVICE When requesting service call 800,848-5800 (National WAT5) 800/282-7305 (Ohio WATS) and provide the following information: a. Name and address of Lessee. b. Name of Lessee personnel to be contacted. C. Terminal type, serial number and location. d. Description of problem. ------------------------------------- u1C Uti.14 A i4 I, C�i, 1, 1 1-3A A Ry 2.13 b APPENDIX I OCLC Charges: western Service Center Effective 1982 July 1 ONLINE SYSTEM KOCi1C CHARGES 1y PD1 Acquisitions Produces/First Time Updates (S) 1.63 Action Forms (5) 11 per sheet Fund Reports (paper) -':7?— per sheet. Fund Reports (fiche) 7`Zv,- per fiche & '1 copy .30 each added fiche copy Cataloging Produces/First Time Updates(') 1.8i Public Service Searches _7 Tr Reclassification Produces/Updates _T75T"�""� Retrospective Conversion 75 Prime Time (2,3) Nonprime Time :(5) (6) Accessions Lists 140 Items or Less 141 Items or More Changes Catalog Cards *Out of Warranty Card Rerun OCLC-MARC Distribution Service *S;tmple Tape Cost of tape, handling . Standard 1600 C.P.I. 800 C.A.I. Option Credit for Returned Tapes Copying Charge Per Record: 1-1000 Logical Records i mi-5000 Logical Records 5001-20,000 logical Records 20,001-50,000 Logical Records 50,001-100,000 Logical Records 100,001-200,000 Logical Records 200,000 & Up Logical Records Production on Frequency Charge: Weekly Biweekly Monthly ti Quarterly Semi-annually _*Changes in !ARC iistributon Profile Direct Tape Load Tape Evaluation Interlibrary Loan 18.20 minanum �.IT pAs item per incident .0585 = per incllent 30.00 per tape = per tape Hone 05 per record ":QZ- per record =P per record -ilT1 per record per record —M Der record �"663 per record 5.00 per period 1�F0 per, period 3576T per period 105.00 per period '2 per period _— per incident (to be announced) per record to be announce) - per incident Produces 1,49 Referrals 1,4_ 4 _ranthlX SXstem Service fee 26,50 /Terminal/Month *.elecommunication 106-00 /Teminal/ktnth TERMINAL & TERHMAL. RELA[ED SERVICES Serials Control Check-in/Updates .065 Claiming .54 sir sheet LDR Creation .32 *All chargeable Items eligible for subscription discount program except as noted by an "} APPENDIX I Page 2 DCLC Charges: Western Service Center Effective 1982 July 1 ONLINE SYSTEM PRODUCTION CHARGES PRODUCTS (4) Union List_ Updates (S :Ol 65 (a) LDR Creation '�� Annual Agent Fee (8) 325 0 1 braries r_ W/added DCLC members Via'/added non-OCLC members Termir;il *Display Terminal (Purchase price of terminal includes freight, installation, 1 standard cable, & 90-day warranty) *Refurbished Price Monthly Terminal Mainterznte Service (Per separate agreement) *Monthly Lease *Billable Service Call (9) *Cables -Data & Chaining (Purchases in addition to cable !,,jvided with terminal):(10) 20 ft. 30 ft, 60 ft, *Special Length Cable (11) *Modem Line Installation Terminal Non -Maintenance Service Charges (12) *Baud hate Change *Terminal - Installstion - Removal *Relocation - Within Same Building - To Different Building *Readdress *Replarement *Certification (13) *Data Set Move - Within Same Building - To Different Building Access to OCLC System Via Tymnet *Connect Charge Per Hour (300 haud/ 1200 baud) ($.IS per rni6ute)(14) 9.00 per hour *Annual Subscription fee Per Tymnet Password 24.00 Pec year *Access to DCLC System Via Direct Dial (15Z__ Authorization for Dial Access (16) 100.00 per year *Start -Up Instruction Training (17) 500.00 per incident *Processing of Catalog Profile & Pack Definition Table (Profile set up & changes) 3A.00 Per hour *8illinq Pape 30.00 S 1 ER14lfl;- I (S) isso4s — r1h 163.00 t ma ,+ rra_prials 22.00 AT&T Rates 150,00 l5u U 150. QO —' -10 w *Ail chargeable items eligible for subscription discount program except as noted .by an (*). n 7 APPENDIX I OCLC Charges: Western Service Center Effective 1982 duly 1 (')Includes retrospective conversion produces. (2)Prime.Time 9:00 to 16:00 Eastern Time, Monday -Friday. (3)3.92 after January 1, 1983. (4)Postage billed separately. k5)Applicable only to users with requests for authorizations submitted prior to 1982 Jull 1. (6)Applicable only to users requesting authorizations after 1.982-July 1. (7) N/A - (8)First 15 libraries will be taken as OCLC members. (9)Per OCLC maintenance agreement -charge for other than normal use, wear, and tear on OCLC terminals. `1O)Freight to be added. (11)Billed on a time and material basis. Freight to be added. (12)Price per one service per call. Additional services performed during the same call will be priced at $85.00 per each additional terminal. (23)Billed on time and material basis. Freight to be added for work necessary to bring terminal to condition necessary for certification. (14)Within the continental United States. (15)User/participant pays telecommunication cost direct to telephone company. (16)Per institution via Tymnet or direct dial access. (17)Plus travel expenses. t APPENDIX II ONLINE COMPUTEP LIBRARY CENTER 1982/83 SUBSCRIPTION DISCOUNT PROGRAM OPTION IF 'POSTMARKED DISCOUNT BY PERCENT 7APR Annual -in -Advance August 15 7.55% 16% August 31 6.91% 16% September 30 5.68% 160 October 31 4.41% 16% After October 31 0 % 0 % Semi -Annual -in -Advance August 15 3.874' 161, August 31 3.22% 16% September 30 1.93% 16% October 31 .59% 16% After October 31 0 % 0 % January 1 5,75% 164.' January 31 4.49% 16% February 28 3.23% 1641' March 31 1.93% 16% After ,March 31 0 % 0 Quarterly -in -Advance August 15 1.973b' 16% August 31 1.311% 16% After August 31 C % 0 % October 1 3.94% 16% October 31 2.60% 16% November 30 1.31% 160e, After November 30 0 % 0 % January 1 3.94% 16% January 31 2.601% 16% February 28 1.31% 16% After February 28 0 % 0 April 1 3.94% 16% April 30 2.60% 16% May 31 1.311 16A After gay 31 0 % 019 Monthly After -the -Fact 30 Days After Date of Invoice None 0 Excluded ftknt the subscription discount program are most terminal and telecommunication related charges Arid any s aria' service char es e 9.g., billable service calls. uP-ty mw TY 6F HUNTINGTON 8. H Office of the City Clerk P. 0. Box 190 Huntinpton Beach, Calif. 92648 AGREEMENT BETWEEN AND oCLC, INC. Part I Descriptive Information and Declaration ofPurpose . . . . . . . .. . . . . . . . . . 1 Part II Definitions . . . . . . . . . . . . . . . . . 3 Part III Terms of OCLC System Availability. . . . . . 5 Sec. 31. Access . . . . . . . . . . . . . . 5 32. Standards . . . . . . . . . . . . . 6 33. Implementation . . . . . . . . . . 6 34. Terminals. . . . . . . . . . . . 7 35. Telecommunication. . . . . . . 9 36. Support and New Processes and Products . . . . . . . . . . . 9 Part IV Charges . . . . . . . . . . . . . . . . . . 10 Sec. 41. General. . . . . . . . . .. . . . 10 42. Modification of Charges and Charging Methods . . . . . . . . 12 43. Taxes . . . . . . . . . . . . . 13 Part V Warranties, Rights and Cooperative Efforts 14 Sec. 51. Warranties of the Parties. 14 52. Copies of Catalog Records of Library . . . . . . . . . . . . 15 53. Conflicts and Uniformity . . . . 16 54. Cooperative Efforts. . . . . . . 17 Part VI General Provisions . . . . . . . . . . . . . 17 Sec. 61. Excusable Delays . . . . . . . . 17 62. Corrective and Remedial Measures and Termination. . . . . . . . . . 18 63. Assignment . . . . . . . . . . . . 20 64. Notices. . . . . . 20 65., Miscellaneous.. . . . . . 20 APPENDICES Schedule B OCLC Level I and Level K Input Standards 1977 November Appendix I Schedule of OCLC Charges Appendix. II OCLC First Time Use Payment Option Appendix III Perms for Terminal Purchase s INDEX OF DEFINITIONS Paragraph Reference Agreement Date Section 21.1 First-time Use Section 21.2 OCLC Terminal Section 34.1 Notices Section 6.4 OCLC Part I OCLC System Section 21.3 OCLC On -Line Catalog Section 21.4 OCLC Maintenance Service Sections 34.2 and 34_3 Off -Line Products Section 2.1.5(b) Shared Cataloging Section 21.5 Telecommunication Section 35 Term of the Agreement Section 21.6 Union Catalog Section 21.7 0 1 0 AGREEMENT BETWEE14 AND OCLC, INC. THIS AGREEMENT is made, effective as of the Sth day of May 19 81, by and between the CITY OF I - T " I . _... ;Tr',N BEACH a corporation not for profit organized and existing under the laws of the State of -- ;'allfornia referred to for purposes of this Agreement, as the Library, and OCLC, INC., a corporation not for profit organized and existing under the laws of the State of Ohio, referred to for purposes of this Agreement as OCLC. WITNESSETH: In consideration of the mutual covenants and undertakings described herein, the parties agree as follows: PART I DESCRIPTIVE INFORMATION AND DECLARATION Or PURPOSE OCLC is a cooperative library system having developed for its members through means of their financial "Llpport an operating computerized system of on-line union catalog and shared cataloging activities and catalog production, and is engaged, as well, in research toward additional systems. OCLC, having the capability of ab will not be able, readily and without substantial advance planning, to perform, or obtain by itself the processes and products available through the OCLC system. PA1,T II DEFINITIONS Section 21. For purposes of this Agreement, the terms set forth below have the meaning indicated: Section 21.1. "Agreement Date" means effective date of this Agreement. Section 21.2. "Current Cataloging" means all catalog entities being presently created by the Library during the duration of this Agreement, regardless of the source of any physical catalog entity thereof, and regard- less cf the date of the acquisition of the item being cataloged. Section 21.3. "First-time Use" means each initial use by the Library of a catalog record in the OCLC On -Line Catalog for catalog production where the record was not input by the Library. Section 21..4.. "OCLC System" Means a system, operated by OLC, for maintaining in digital: form, by means of electronic data processing equipment, a regularly updated file of library catalog information supplied by libraries, primarily through on-line telecommunication, and accessible to them. Section 21.5. "OCLC On-line Catalog" means the 1 AGREEMENT BETWEEN AND OCLC, INC. THIS AGREEMENT is made, effective as of the 5th day of Mav , 119 81, b�, and between the CITY OF HUN^INGTON BEACH , a corporation.not for profit organized and existing under the lairs of the State of California , referred to for purposes of this Agreement, as the Library, and OCLC, INC., a corporation not for profit organized and existing under the laws of the State of Ohio, referred to for purposes of this Agreement as OCLC. WITNESSETH: In consideration of the mutual covenants and undertakings described herein, the parties agree as follows: ^ART I DESCRIPTIVE INTF01:4MA.TION AND DECLARATION OF PURPOSE OCLC is a cooperative library system having developed for .its members through means of their financial support an operating computerized system of on-line union catalog and shared cataloging activities and catalog production, and is engaged, as well, in research toward additional systems. OCLC, having the capability of operating a nationwide, on --line, computerized library network, has offered extension of its processes, products and expertise to libraries and library regions, pursuant to contract, pro- viding access and input to its on-liite union catalog, use of its shared cataloging process, and production of catalog products, together with the benefits of research toward addi- tional systems to be made available as they are financed, developed and implemented, with the objective of making its processes, products and expertise widely available. OCLC and the several networks and libraries with which it has con- tracted acknowledge a fundamental public, scientific, and educational purpose to be served, and recognize that utilizing computerized data proces_aing, and sharing of data, serves to reduce costs while promoting education and providing expanded access by the library user to the ever-growing hody of world-- wide information. OCLC has adopted a policy of making its processes, products, and expertise available through agree - menus designed to afford continuity of use of the OCLC system by libraries and networks of libraries, at charges uniformly applicable but subject to change to meet financial require- ments for continued operation of OCLC. The Library desires to take advantage of this policy of OCLC, with the realization by the Library that once it does adopt the use of 'he computerized system of i OCLC, it will require continuity of the system, because it I -2- will not be able, readily and without substantial advance planning, to perform, or obtain by itself the processes and products available through the OCLC system. PART II DEFINITIONS Section 21. For purposes of this Agreement, the terms set forth below have the meaning indicated: Section 21.1. "Agreement Date" means effective date of this Agreement. Section 21..2. "Current Cataloging" means all catalog entities being presently created by the Library during the duration of this Agreement, regardless of the source of any physical catalog entity thereof, and regard- less of the date of the acquisition of the item being cataloged. Section 21.3. "First-time Use" means each initial use by the Library of a catalog record in the OCLC On -Line Catalog for catalog production where the record was not input by the Library. Section 21.4. "OCLC System" means a system, operated by OCLC, for maintaining in digital form, by means of electronic data processing equipment, a regularly updated file of Library catalog information. supplied by libraries, primarily through on -lime telecommunication, and accessible to them. Suction 21.5. "OCLC On-line Catalog" means the file or data base of bibliographic records, indexes, and related files of information on-line in the OCLC System.. Section 21.6. "Shared Cataloging" comprises the following processes: (a) The utilization of the OCLC System in a manner such that the Library can perform cataloging by mtuns of it, on-line, from terminals and through telecom- munication, which functions include, without limitation, the creation of an on-line catalog or data base maintain^d within the OCLC System and the editing of copies of catalog records, and (b) the furnishing by OCLC of printed catalog cards and such other "Off-line Products" as printed lists of the particular Library's own accessions, and mag- netic tapes in. OCLC/MARC format of the records in the data base of the OCLC System which the Library has created or used for catalog production. Section 21.7. "Term of the Agreement" means the period of time that commences on the Agreement Date and continues for an initial term of ,year(s), unless terminated sooner pursuant to Sections 62(a) through 62(d) of this Agreement, and continuing thereafter, un; ,zT and until terminated pursuant to Section 62(e). Section 2.1..8. "Union Catalog" means that within. the OCLC On. -line Catalog each catalog record may contain -4- location information which tells -'the user the names of those libraries, if any, which possess the particular material described by the record. Section 22. The following terms are defined, for purposes of this .Agreement, elsewhere in this Agreement: "OCLC Terminal" Section 34.1 "OCLC Maintenance Service" Sections 34.2 and 34.3 "Notices" Section 64 "Telecommunication" Section 35. FART III TERMS OF OCLC SYSTEM AVAILABILITY Section 31. Access. Section 31.1. During the Term of the Agreement the Library shall be entitled to make use of Shared Cataloging and may access the Union Catalog on the terms and subject to the conditions set forth in this Agreement, at the charges provided for, and to such full extent as is shared by all participants in OCLC. Section 31.2. The Library may do those things referred to in Section 31.1 .between the hours of 7:00 a.m. and 10:00 p.m., Columbus, Ohio local time, Monday through Friday, and between the hours of 8:00 a.m. and 8.00 p.m., Columbus, Ohio local time, on Saturday, except New Year's Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. If any of these holidays fall on Sunday, the succeeding Monday will also be observed. -5- Section 31.2.1. On occasion, it may be necessary to temporarily suspend system availability because of oper- ational requirements. In such an instance, OCLC will, provide the Library with prior notice of system unavailability. Such suspension shall be deemed not an unreasonable prevention, postponement or delay pursuant to Section 62 (c). Section 31.3. OCLC shall furnish printed catalog cards in accordance with its regular daily schedule. It will render other. Off-line Products to the Library at frequencies selected by the Library; from schedules provided by OCLC. Section 32. Standards. In the use and operation of the OCLC System, the parties shall abide by standards set forth in attached. Schedule B, as it may be amended from time to time, or any other appropriate current standards which have been adopted by OCLC, and as such standards are amended from time to time. Section 33. Implementation. Section 33.1. Profiling. The Library shall furnish to OCLC completed catalog profile information in a format designated by OCLC, for the creation of profiles prior to the time at which the: Library may start to use the Shared Cata- loging. The Library may obtain, from time to time, subsequent profile modifications by OCLC. Section 33.2. Scheduling. The parties shall cooperate, from time to time, in establishing schedules after which OCLC will carry out those activities for which it is responsible, such as terminal acquisition and installa- tion, telecommunication procurement, profiling, and training. Generally, OCLC will schedule these activities in the sequence in which it receives purchase orders, instructions, or their equivalent. Section 33.3. Insertion of Cataloging. The Lilrary agrees to insert within the OCLC On-line Catalog all of its current cataloging which the OCLC System is capable of pro- cessing whether or not such is already in the OCLC On-line Catalog. Se:-tion 34. Terminals. Section 34.1. OCLC Terminals. (a) OCLC will sell to the Library OCLC terminals, designed by and/or manufactured for OCLC, for operation on the OCLC System, as they are developed or offered by OCLC according to the terms and conditions set forth in Appendix III. (b) OCLC terminals will be installed by OCLC or its designated representative for the charge referred to in Section 41.3 of this Aa:reement. (c) OCLC shall not be responsible for any loss of, or damage to, any terminal, except any that occurs as a result of work performed in the delivery and installation of any terminals furnished by it or of the rendering of OCLC Maintenance Service. a e d Section 34.2. Terminal Maintenance Service. Maintenance and repair of all terminals purchased from OCLC is the responsibility of the Library and may be handled in either of the following ways: (a) The Library may order standard OCLC Maintenance Service. This service is described in the standard OCLC Terminal Service Agreement. A copy of this agreement is•attached for reference. (b) The Library may provide its own main- tenance and repair of the terminals in accordance with the November 16, 1976 "OCLC Policy Statement on Terminal Service Controlled by Networks and Non -network Affiliated Insti- tutions". A copy of this statement is attached for reference. Section 34.3. Other Terminals. The Library may use any other terminal(s) not furnished by OCLC that are compatible with the OCLC System. The .Library mast request in writing and obtain OCLC approval of said termina.l(s) prior to use of said terminal(s) in the OCLC System. The Library will provide maintenance and repair of such ter- minals pursuant to paragraph (b) of Section 34.2. OCLC has rjo responsibility for installing or providing OCLC Maintenance Service for any of those other terminals, ►x.nless and until it expressly assumes that responsibility in writing. Section 34.4. Site Preparation. The Library shall be responsible for site preparation for all terminals. OCLC 4 shall furnish the Library with site preparation specifications applicable to terminals furnished by OCLC. Section 34.5. Recommended Terminal Acquisition. To make full use of the Union Catalog and Shared Cataloging, in academic libraries, the minimum terminal requirement is one terminal for every 11,000 (or fraction thereof) of all annual First-time Uses, together with first-time use of catalog records inserted into the OCLC On-line Catalog by the Library; in public libraries the minimum requirement is one terminal for 15,000 books (or fraction thereof), including copies, cataloged annually using the OCLC Shared Cataloging System. Therefore, the Library agrees that in terminal acqui- sition it will adhere as closely as practicable to the above formula. Section 35. telecommunication. in order to meet the objectives of this Agreement, OCLC shall arrange for telecommunication between OCLC and the Library, which shall be dedicated, multiple line, multi -party synchronous trans- mission circuits. OCLC will, at all times, direct the mode of communication networking, the telecommunication carrier, the sequence of stations and the method for delivery of the OCLC processes. Section 36. Support and New Processes and Products. Section 36.1. Support by OCLC. (a) upon request of the. Library, from time r to time, OCLC shall provide the start-up Instruct -ion Training to persons designated by the Library referred to in Section 41.5 of this Agreement. (b) OCLC will arrange for instructional manuals to be available to the Library. Section 36.2. New Processes and ;Products. OCLC agrees that as other processes, products and services are developed by-OCLC, they will be made available to the Library. The charges, terms and conditions for such processes, products and and services will be determined and equitably applied by OCLC, and may be the subject of separate or supplementary agreements. PART IV CHARGES Section 41. General, The Library will pay OCLC the aggregate charges for the various processes and products provided the Library pursuant to this Agreement, in accordance with Appendix I, OCLC Charges, including the following: Section 41.1. First-time Use. The OCLC charge for Shared Cataloging (other than Catalog Ca.,ds and Off-line Pro- ducts) includes all charges for telecommunication and support services. It is currently based upon First-time use. Billilags will be rendered by OCLC to the Library monthly, or upon a sub- scription basis quarterly, semi-annually, or annually in advance, at the respective discounts for each option in accor- dance with the schedule designated as Appendix II, OCLC -10-- First-time Use Payment Options. All monthly payments, and the billings upon sums representing the excess of actual over estimated billings, will be due 30 days from date of invoice. Under the subscription method of quarterly, semi- annual, or annual advance payment options, the OCLC billings for such a period will be made initially upon estimates of the number of First-time Uses of the Library taken from the then best evidence available as to what the prospective experience may be, provided that when the subscription amounts shall have had credited to them sufficient First-time Use charges in the aggregate to equal any such advance, then OCLC will institute monthly billings until such time as Library shall elect to enter a new discount subscription with OCLC. Section 41.1..1. Any unexpended Library sub- scription payment remaining with OCLC at the close of the 'fiscal year shall be credited and accorded the discount option selected by Library for the following fiscal year. Section 41.1.2. In the event of termination of this agreement pursuant to Section 62, OCLC will refund to Library any unexpende,3 subscription payment. Section 41.2. The OCLC charge for catalog cards r oduced is based upon the number of cards produced times the OCLC charging rate for single card production. Section 41.3. The purchase of OCLC terminals shall include delivery and freight, installation, and -11-- 90-day warranty (see Appendix 1TI) Section 41.4. Use by the Library of OCLC Main- tenance Service in the event the Librar; elects to execute an OCLC Terminal Service Agreement. Section 41.5. Start-up Instruction Training. Section 41.6. Processing of Catalog Profile and changes thereto. Section 41.7. Other processes or Off --line products provided at the request of the Library. Section 42. Modification of Charges and Charging Methods. All charges referred to in Part IV, shall be of uniform applicability among the participating libraries using the OCLC system ,and OCLC On-line Catalog. OCLC may reduce any charges provided for in this Agreement effective at any time and may increase any such charges at any time provided only that increases shall become effective sixty-- five (65) calendar days after notice to the Library. When any modifications in charges become effective, ,Appendix I shall be deemed to be amended to provide for those modi- fications. It is recognized that processes and information in addition to those contemplated by this Agreement are available through access to and use of the OCLC On-line Catalog. In order to maintain the OCLC System, develop new processes and produces and afford fair and even-handed -12- charges for the actual, uses to which the System is put, the right to determine the method of charging will remain in OCLC. The creation of new, additional or substitute charges, from time to time, if any, will be made upon consultation with the Library and other libraries and library regions using the OCLC System, but will be deter- mined by OILC and will be of uniform applicability to the various netw6rks and participating libraries served by OCLC. Section 43. Taxes. (a) The Library may be exempt from the pay- ment of sales, use and other taxes normally applicable to the products and services obtained under this Agreement. (b) OCLC shall notify the Library promptly of the assessment of any tax that is, in the view of OCLC, the obligation of the Library notwithstanding subparagraph (a) of this section, and the Library shall reimburse OCLC for same. The Library may, at its awn expense and in OCLC's name, challenge, or seek abatement of, any such tax, and OCLC shall cooperate with the Library in that regard. (c) 1f the Library and OCLC, in the exer- cise of their respective judgments, deem it to be advan- tageous to either party from the tax point of view that the charges be itemized in a manner different from that set forth in attached. Appendix 1, each party shall negotiate -13 9 i M s with the other in good faith with respect to such. itemi- zation and any change agreed upon in writing shall be deemed to be an amendment to this Agreement, providedonly that such changes are not in conflict or modifications of other OCLC regional agreements. PART V WARRANTIES, RIGHTS AND COOPERATIVE EFFORTS Section 51. Warranties of the Parties. Section 51.1. In addition to any warranties or representations set forth elsewhere in this Agreement, OCLC warrants to the Library as follows: (a) OCLC shall operate t:_a OCLC System during the entire Terri of the Agreement during which the UCLC System shall have a capacity sufficient for the Library. (b) The OCLC On-line Catalog and software programs of OCLC shall be suitable and proper for the operation of the OCLC System. (c) OCLC has the full right to the OCLC On-line Catalog and the programs developed and acquired by OCLC, to cari;y out this Agreement and like agreements with other participants, and OCLC has the full Light to make the use of the OCLC On-line Catalog and software programs available through the OCLC System. The Library shall have the right to receive catalog records inserted or used by it for catalog production From OCLC in digital form to the extent provided in Section 52, all without infringe- ment upon, or violation of, the rights of any ocher person. Section 51.2. In addition to any warranties or representations set forth elsewhere in this Agreement, the Library warrants to OCLC as follows: (a) No application of the OCLC System or On-line Catalog not expressly described in this Agreement will be made by the Library without the written consent of OCLC. (b) Any computer facilities or software programs provided by the Library for use with the OCLC System shall be suitable and proper for its operation and without adverse effect on the OCLC System.. Section 52. Copies of Catalog Records of the Library. (a) OCLC will make available to the Library upon a subscription basis with orders placed in advance, and upon an OCLC schedule applicable to all libraries copies of the catalog records of the Library, which it has used or inserted within the OCLC On-line Catalog, ors magnetic tape, in OCLC/MARC format. (b) OCLC will make available to Library upon request a copy or copies on magnetic tapes in OCLC/MARC i format, of catalog records with local call numbers and locations, derived from the OCLC On --line Catalog and used or inserted by the requesting Library, at a charge to be determined by OCLC. (c) This convenant is for the sole benefit of the Library which has contributed to the OCLC On-line Catalog, and is not intended to directly or indirectly permit the Library to obtain upon request any parts of the OCLC On-line Catalog not theretofore contributed or used by the Library. Section 53. Conflicts and Uniformity. when engaged in cooperative projects with library networks and individual libraries, OCLC will endeavor to advance the purposes of the respective parties with which it carries out projects, while, at the same time, protecting the full integrity and rights of every other network or library. in negotiating agreements with library networks and individual libraries, OCLC will make every effort to avoid any covenant which conflicts with a covenant or provision in any other -16- such agreement. With regard to products, processes, prices and pricing, the policy of OCLC is to maintain uniformity among networks and individual libraries. However, nothing in this section should be construed as a guarantee as to any of the foregoing, except that OCLC has adopted and will main- tain schedules of stated OCLC charges which, although subject to change, will apply uniformly. Section 54. Cooperative Efforts. (a) Each party shall report to the other, in sufficient detail and with sufficient frequency to apprise each other of incidents, difficulties and problems and in a continuing effort to provide the best performance possible for the Library and other .regions and libraries. (b) The parties shall undertake such joint development prpjects as are proposed by either, from time to time, insofar as the objectives of each party are con- sistent and are promoted thereby and insofar as bath parties can commit adequate resources thereto in a consistent and timely manner. (c) Representatives of the Library may participate on appropriate committees and task forces of OCLC. OCLC representatives have the: same right of partici- pation in similar groups of the Library. Part VI GENERAL PROVISIONS Sect to 61. Excusable_Oelas. Except as provided �l�_ otherwise in this Agreement expressly, dates and times by which the respective parties are required to render per- formance under this Agreement (except for an obligation to pay money) shall be postponed or extended automatically to the extent that the particular party is prevented from meeting them by any cause beyond its reasonable control, such as acts of God, strikes, work stoppages, shortage of material, hindrance by third parties, action of a govern- ment, or operational failure, in situations of which it notifies the other promptly of the commencement, nature, and projected termination of the cause. Section 62. Corrective and Remedial Measures and Termination. (a) Whenever either party believes that the other has committed a remediable breach of any material obligation set forth in 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 the breach and shall inforrc the party so giving notice, from time to time, of the nature of the remedial action planned and taken or will respond to any such notice, with an explanation that sets forth reasonable cause for the breach. When a breach does exist that will not be remedied within a reasonable time after the other party receives notice of it, the party giving the notice shall be entitled to seek appropriate relief under this Agreement or otherwise under the law, which includes, without limitation, termination of the terms of the Agree- ment for cause and -without liability for that termination. (b) Notwithstanding the provisions of subparagraph (a), if the Library fails to issue payment, -within ten (10) business days after the receipt of notice of non-payment from OCLC, of charges due and payable under this Agreement and not reasonably in disputer OCLC may ;ter- minate the Agreement effective at any time after the end of those ten (10) days and without liability for that termination. (c) Whenever any material obligation of either party under this Agreement is postponed or delayed pursuant to the provisions of Sections 61 above with the result that the Library will be preveited to any unreason- able extent from using ,She OCLIC System, the Library or OCLC may terminate the Agreement by giving to the other a sixty ( 60 ) day notice in writing. (d) The remedies set: forth in this Agree- ment are not exclusive and are in addition to other remedies available by statute, at law, or in equity. (e) Either party may terminate the Agree- ment entirely in its awn discretion, effective at the end of the initial term or at the end of any calendar month thereafter, with, however, at least thirty days prior notice. Section 63. Assignment. This Agreement may not be assigned by either party, in whole or in part, without the express prior written consent of the other. Section 64. Notices. Any "notices" desired or required by either party pursuant to this Agreement shall be in writing and shall be deemed sufficient- if delivered by hand or by certified mail, return receipt requested, to the address of the other party set forth below or to such then -current address as has been changed by a notice: Mr. Thompson M. Little .Associate Executive Director OCLC, Inc. 13 2�-i2vrd 5 6S Frantz Rod £rtriuzain-s; C3iriv 43 Y2 Dublin, ` hio 4:3311 r,i,L y r, l.lr} T tr,t_ t'?, ,?�.^X liar unt 1!"li?,;'G:iraa'R^each y ''A Section 65. Miscellaneous. Section 65.1. Effect of Waiver. The waiver or failure of either party to exercise in any respeft any right provided for in this Agreement: shall not be deemed a waiver of any further or:Zuture right under this Agreement. Section 65.2. Headings. Paragraph headings are, included in this Agreement for convenience only and are not deemed to be part of this Agreement. Section 65..3. Applicable Law. This Agreement shall be governed by, subject to, and construed according to the lads of the State of Ohio. W20- .5 ..rw. r...w.. v .,. ....., �.'.... v. ro i .. ..1 �.r, Section 65.4. Originals. This Agreement is executed in two (2) signed Counterparts, each of which is and shall constitute an original hereof. Section 65.5. Complete Agreement. This Agree- ment is the exclusive statement of the agreement of the parties with respect to its subject matter and as of its date. No provision of this. Agreement may be changed, modified, or'supplemented except by a writing signed by both parties, unless otherwise provided for herein. IN WITNESS WHEREOF, the undersigned, being duly authorized, on behalf of the parties; and their successors and assigns, have duly signed and sealed this Agreement May 5 , 1981 , effective the day and year first above written. ATTEST: OCLC, INC. By ' �' '�.,'z Title President ATTEST: pTY OF iFf yy UN �y t+ By City Clem �J�3'I Title MaYt-�'r p' Ash AARL APPENDS} I OCLC, INC. CHARCES Page '1 of 2 EFFECTIVE 1980 SEPTEMBER 1 - WESTERN SERVICE CENTER Processes -3n-Line System First -Time -Use (1) (Includes basic FTU, telecommunications, and surcharge) a. Paid after use $ 2.00 per use b. With 6% discount for annual prepayment $ 1.88 per use Reclassification (2) $ 1.34 per use Serial Check -In $ .058 per issue checked in Inter -Library Loan $ 1.03 per request First -Time -Updates $ 2.00 per use Public Service Searches $ .026 per search Maximum Charge per Terminal per Year S 2,679.00 * Acquisitions (3) $ 1.40 per order * Retrospective Conversion (4) First -Time -Updates - Prime Time $ .60 per use First -Time -Updates - Non -Prime Time $ .05_ per use (1) Includes Retrospective Conversion Produce (2) Includes Reclassifica, n Update 0 ) Fund Accounting Charges to be determined separately .4f Prime Time currently defined as 6:00 a.m.-1:00 p.m. Pacific Time, Monday through Friday. COMPUTER PRODUCTION PRODUCTS Catalog Cards a. Paid after use $ •042 per card b. With 6% discount for prepayment $ .0395 per card * Acquisition Printed Products (1) $ .08 per page Accessions Listings 140 Items or Less $ 14.00 minimum 140 Items or More 5 .10 per item Changes 5 30.00 OCLC-MARC Distribution Service * Sample Tape $ 70.00 (60% Credited to First Month's Service) Cost of Tape, Handling & Delivery: Standard 1600 C.P,I, $ 25.00 per tape * 600 C.P.T. Option $ 30,D0 per tape Credit for Returned Tapes None Copying Charge per Record: 1-1000 Logical Records $ 04 per record 1001-5000 Logical Records $ .0 per record 5001-50,000 Logical Records .5 .005 per record , 50,001 and up Logical Records $ .201 per record * Changes in Marc Distribution Profile s 50.00 Billing Frequency Charge: Weekly $ 3.00 per period Bi-Weekly $ -7.00 per period Monthly $ 20.00 per period Quarterly $ 75.6'0 _ per period Semi -Annually $ 200.00 per period (1) Postage to be added (`) Represents new charge or new addition to price list APPENDIX I OCLC, INC. CHARGES Page 2 of 2 EFFECTIVE 1980 SEPTEMBER 1 h'ESTERN SERVICE CVNTER Terminal d Terminal Related Services Terminal Display Terminal $ 3,700.00 per terminal (Purchase price of terminal includes freight, installation, one -standard cable, and 90-day warranty) Terminal Maintenance Service (per separate agreement) $ 33.00 Billable Service Call (1) $7 30.0.00 Cables -Data & Chaining (Purchases in addition to cable provided with terminal). (2) 20 ft. $ 21.00 30 ft. $ 23.00 60 ft. $_ 30.00 Special Length Cable (3) S - Modem installation (AT&T) $ 148.00 (1) Per OCLC Maintenance Agreement - Charge foz other than normal use, wear & tear on OCLC. terminals (2) Freight to be added. (3) Billed on a Time and Material Basis. Freight to be added. c Terminal Non -Maintenance Service Charges (1) Baud Rate Change $ 100.00 Terminal - Installation S�.o0 - Removal $li)(5,Uo Relocation - Within Same Campus $�00 OO - To Different Campus $ .00 Readdress S'- 0 ..00� Replacement $ -.00 Certification (2) S Data Set Move - Within Same Bldg. (AT&T) $ 74.00 - To Different Bldg. $ 145:00 Start-Lp Instruction Training and Follow -Up Suppa�i Services (3) $ 19.00 per hour Prccesring of CatalogProfile & Pack Definition Table (Profile set Up & Changes) $_ 34.00 per hour (1) Pass through as billed by OCLC third patty maintenanCe organization. Price per one service per call. ,'additional services performed during the same call will be priced at $65.00. (2.) Billed on Time and Material basis.. Freight to be added - for work necessary to bring terminal to condition necessary for certification. (3) Plus travel expenses, Instruction Manuals, prepaid only, for pricing see documentation price lists. The charges made and prises gtoteC are subject to change by oCLC at any time with appropriate not, ce. All billings are due 30 days from due date, after which there may be assessed a charge of It per month. (4) Represents new charge or new addition to price list. AiGh APPENDIX 1I OCLCD INC. POLICY ON ADVANCE PAYMENT DISCOUN"* FOR FISCAL YEAR 1980/81 OPTION 1F P057ARKED By DISCOUNT PERCENT annual-ir:-Advance September 15 b 0% S,-ptember 30 5. 5% October 31 4.5% November 30 3.5% After Nov. 30 0 % Semi -Annual -in -Advance September 15 4.5% September 30 4.0% October 31 3.0% November 30 2.0% After November 30 0 % January 1 4 1a 4anuary 31 3. ,A februa;y 28 1 2.5% March After March 1.5% 0 Quarterly -in -Advance October 1 3.0% October 31 2.0% November 30 1.0,v After November 30 J % January 1 3.0r January 31 2.Ch. February 28 1.OX After February 28 0 % April 1 3.0" April 30 Pray 31 After May 31 0 % [Monthly After-The--Faol4 30 Oiys After Date of f - j Invoice None — r *OCLC Inc. Policy on Advance Payment Discounts applies to the following processes and productsa Catalog Cards Reclassification - First First -Time -Updates Time Use First -Time -Use Reclassification Update First -Time --Ilse Retrospective Serial Check -In Conversion Produce ermina'. Maintenance Inter,ibr!ry Loan A!'PENDIX III I TERMS FOR TERMINAL PURCHASE The purchase, sale, installation and implementation of OCLC terminal(s), provided for in t2ae Terminals provision of the preceding Cooperative Agreement (hereinafter referred to as Agreement), shall be subject to the following terms: Section 1. Terminal Purchase. Section 1.1. Description. OCLC Terminal(s). Section 1.2. Unit Price. See ;,ppendix I to OCLC Agreement. Section 1.3. kaymeat. Net 30 days from date of invoice. Section 1.4. Price 'Cornponents. Unit price includes actual terminal cost, freight, installation, warranty, and OCLC overhead -ists. Section I.S. Purchase Order. The Library may at its option order desired teratinal(s) by presenting its own purchase order therefor, which will serve as acceptance of tnese terms. Provisions of purchase orders adding to, modi- fying, or inconsistent with or in addition to express terms of this Appendix and/or the Agreement shall not be controlling or binding. Section 2. Warranty. Section 2.1. Ninety Day Terminal Warranty. OCLC agrees that all terminal(s) purchased under this Agreement will be free from detects in materials and workmanship for a period of 90 days from the time of installation. The responsibility of OCLC undex this Agreement is limited to necessary adjustments, repairs, and replacement, of any defec- tive parts. The cost of all labor, repairs, and replacement of spare parts for terminal(s), except as specified in Section 2.5, shall be covered by the Unit Price provided in Section 1.2. Replaced parts shall become the property of OCLC. Section 2.2. LIMITED WARRANTY. OCLC GIVES NO OTHER WARRANTz , EXPRESS OR IMIPLIED, INCLUDING SPECIFICALLY BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, RESPECTING TER- MINALS(S), SERVICE OR PARTS. OCLC WILL NOT BE RESPONSIBLE FOR ANY INCIDENTAL OR CONSEQUENTIAL, DAMAGES OF WHATEVER NATURE ARISING FP.: M THE LIBRARY'S USE OR OPERATION OF TERMINAL (S) . Section 2.3. Notice. The above warranty shall apply only with respect to defects of which the Library noti- fied OCLC within the 90 day period described above or 10 days thereafter. Section 2.4 1li ght to Replace. OCLC reserves the right to replace any terminal, due to an unusually high, service rate, with a substitute texmial while comprehensive tests and repairs are being performed on the .replaced terminal. All costs associated with such procedure will be borne by OCLC, except as specified in Section 2.5. Section 2.5. Scope of Warranty. The warranty provided in Section 2.1 does not cover service, parts, or parts repair required by causes other than normal use, and CCLC will not be responsible for failures of equipment due to damage of a terminal ay negligence or purposeful acts of any persona other than authorized representat`_ves of OCLC. The Library will be billed at a rate determined by OCLC, and equivalent to the special call charge in Section 4,, General of the "OCLC Terminal Service Agreement" in effect .at th.e time of purchase, for any maintenance service call made due tc the above, which charge shall cover the cost of all labor, repairs, replacement of spare parts, tzavel. and other inci- dental expenses for such service call. Negligence or purposeful acts means any careless, neciliyent, or willful misuse or abuse of the tez,rinal, any unauthorized attempts to ;repair the terminal, any unauthor- ized use of the terminal not expressly provided for in Library's main cooperative agreement wi'.n OCLC, and failure -Lo compl1 with the OCLC policies and procedures on use of OCLC terminals. OCLC will not be responsible for failure to render -3- service due to strikes, shortages, fire, floods, or other causes beyond its control.. Section 3. Terminal Maintenance. The Library is responsible for maintaining all terminals purchased, as required by the Terminal Maintenance provision of the OCLC Cooperative Agreement. In the event that the Library elects to enter into a Terminal Maintenance Agreement with OCLC, said maintenance agreement shall become effective the 91st day from the date of installation of said terminal. Section 4. Risk and Title. The Library takes title to purchased terminals) on the date of installation, and assumes thereafter all risks of loss or damage to purchased terminal(s), or arising from the use or operation of terminal(s) subject to the terms of the Limited Warranty provided in Section 2. Section 5. Indemnification. OCLC agrees to indemnify and hold the Library harmless from all loss and liability caused by damage to property and/or to person resulting from the fault or neglect of OCLC, its employees, agents, or subcontractors, arising from the sale or instal- lation of terminal(s), or by defects in materials or work- manship in terminal(s), provided such damages ar^ incu_red within 90 days of terminal installation. The Library agrees to indemnify and hold OCLC harmless from all loss and lia- bility caused by damage to property and/or to person resulting from the fault or negligence of the Library, its employees or agents, arising from its use, operation or control of terminal(s), provided such damages are incurred within 90 days of terminal installation. This section is subject to the requirement of Section 2.3, Notice. Section 6. Supplementation of Main Agreement. Provisions of this Appendix are in addition to and in no way change the responsibility of the Library to comply with all the provisions of the OCLC Cooperative Aareement. .M