OCLC Agreement

SERVICES AGREEMENT
(Not Consttuction Related)
AGREEMENT FOR LIBRARY CATALOGING SERVICES

This Services Agreement ("Agreement") is entered into and effective between the CITY OF GLENDALE, an
Arizona municipal corporation ("City") and OCLC (Online Computer Libraty Center), Inc. an Ohio >
Corporation ("Consultant") as of the day of , 2021 (“Effective Date”).

RECITALS

City intends to undertake a project for the benefit of the public and with public funds (the "Project".

B. City desires to retain the professional services of Consultant to perform certain specific duties and produce
the specific work as set forth in the attached Exhibit A, Project Scope of Work (“Scope”).

C. Consultant desites to provide City with services (“Services”) consistent with industry-best practices and the
standards set forth in this Agreement, in order to complete the Project; and

D. City and Consultant desite to memorialize theit agreement with this document.
AGREEMENT
The parties hereby agree as follows:

1. Key Personnel; Other Consultants and Subcontractors. Consultant will provide all Services necessary
to assure the Project is completed timely and efficiently consistent within Project requirements, including,
but not limited to, working in close interaction and interfacing with City and its designated employees, and
working closely with othets, including other consultants or conttactors, retained by City.

2. Schedule. The Services will be undertaken in a manner that ensures the Project is completed timely and
efficiently in accordance with the Project. Nevertheless, this Agreement terminates two-year initial term
from the effective date.

3. Consultant’s Work.

3.1 Standard. Consultant must perform Services in accordance with the standards of due diligence,
care, and quality prevailing among consultants having substantial experience with the successful
furnishing of Services for projects that ate equivalent in size, scope, quality, and other criteria under
the Project and identified in this Agreement.

3.2 Licensing, Consultant wartants that:

a. Consultant currently holds all appropriate and required licenses, registrations and other
approvals necessary for the lawful furnishing of Services ("Approvals"); and

b. Neither Consultant nor any Subconsultant has been debarred or otherwise legally excluded
from contracting with any federal, state, or local governmental entity ("Debarment").

(1) City is under no obligation to ascertain or confitm the existence or issuance of any
Approvals or Debatments, or to examine Consultant's contracting ability.

(2) Consultant must notify City immediately if any Approvals or Debatment changes
during the Agreement's duration. The failure of the Consultant to notify City as
required will constitute a material default under the Agreement.

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3.3 Compliance.

a. Setvices will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other
standards and criteria designated by City.

b. Consultant must not discriminate against any employee or applicant for employment on
the basis of race, color, religion, sex, national origin, age, marital status, sexual orientation,
gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status ot any disability. Consultant will require any Sub-contractor to be bound to the same
requitements as stated within this section. Consultant, and on behalf of any subcontractors,
wattants compliance with this section.

4, Compensation for the Project.

41 Compensation. Consultant's compensation for the Project, including those furnished by its
Subconsultants or Subcontractors will not exceed $225,000 as specifically detailed in Exhibit B
("Compensation").

4.2 Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.

a. Adjustments to Compensation trequite a written amendment to this Agreement and may
tequite City Council approval.

b. Additional services which ate outside the Scope of the Project contained in this Agreement
may not be performed by the Consultant without prior written authorization from the City.

c Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict atise between the provisions of this Agreement and the provisions found in
the Exhibits and accompanying attachments, the provisions of this Agreement shall take
priority and govern the conduct of the parties.

43 Allowances. An “Allowance” may be identified only for work that is required by the Scope and the
value of which cannot reasonably be quantified at the time of this Agreement.

a. As stated in Sec. 4.1 above, the Compensation must incorporate all Allowance amounts
and any unused allowance at the completion of the Project will remain with City.

b. Consultant may not add any mark-up for work identified as an Allowance and which is to
be performed by a Subconsultant.

c. Consultant will not use any pottion of an Allowance without prior written authorization
from the City.

d. Examples of Allowance items include, but are not limited to, subsurface pothole
investigations, sutvey, geotechnical investigations, public participation, radio path studies
and material testing.

5. Billings and Payment.
5.1 Applications.
a. Consultant will submit monthly invoices (each, a "Payment Application") to City's Project
Manager and City will remit payments based upon the Payment Application as stated
below.
b. The petiod covered by each Payment Application will be one calendar month ending on
the last day of the month.
5.2 Payment.
a. After a full and complete Payment Application is received, City will process and remit

payment within 30 days.

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b. Payment may be subject to or conditioned upon City's receipt oft
(4) Completed work generated by Consultant and its Subconsultants; and

(2) Unconditional waivers and releases on final payment from all Subconsultants as
City may reasonably request to assure the Project will be free of claims arising
from tequired performances under this Agreement.

5.3 Review and Withholding. City's Project Manager will timely review and certify Payment
Applications.

a. If the Payment Application is rejected, the Project Manager will issue a written listing of
the items not approved for payment.

b. City may withhold an amount sufficient to pay expenses that City reasonably expects to
incur in correcting the deficiency or deficiencies rejected for payment.

Termination. City may terminate this Agreement for cause if Consultant fails to cure any breach of this
Agreement within seven days after receipt of written notice specifying the breach.

a. Consultant will not be entitled to further payment until after City has determined its
damages. If City's damages resulting from the breach, as determined by City, are less than
the equitable amount due but not paid Consultant for Services furnished, City will pay the
amount due to Consultant, less City's damages, in accordance with the provisions of Sec. 5.

Conflict. Consultant acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating,
negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, ot
consultant of any other patty to this Agreement.

Insurance. CITY IS PURCHASING CONSULTANT’S INTERNET SERVICE RELATING TO
LIBRARY CATALOGING SERVICES. SHOULD CONSULTANT OR ITS AGENTS, OFFICERS,
EMPLOYEES OR SUBCONTRACTOR’S HAVE REASON OR OCCASION TO TRAVEL OR
OTHERWISE ENGAGE WITH CITY PERSONNEL ON CITY PROPERTY, THEN CONSULTANT
SHALL BE REQUIRED TO BE INSURED IN ACCORDANCE WITH THIS SECTION.

For the duration of the term of this Agreement, Consultant shall procure and maintain insurance against
claims for injuties to petsons or damages to property which may atise from ot in connection with the
performance of all tasks or work necessaty to complete the Project as herein defined. Such insurance shall
cover Consultant, its agent(s), representative(s), employee(s) and any subcontractors.

8.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:

a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01,
including products and completed operations, with limits of no less than $1,000,000 per
occurrence for bodily injury, personal injury, and property damage. If a general aggregate
limit applies, either the genetal aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the requited occuttence limit.

b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1
(any auto), with limits no less than $1,000,000 per accident for bodily injury and property
damage.

c Worker’s Compensation: Insutance as required by the State of Arizona, with Statutory

Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injuty or disease.

Indemnification.

a. To the fullest extent permitted by law, Consultant must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an
"Indemnified Party," collectively, the "Indemnified Patties") for, from, and against any and

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9.1

9.2

9.3

9.4

all claims, demands, actions, damages, judgments, settlements, petsonal injuty (including
sickness, disease, death, and bodily harm), property damage (including loss of use),
inftingement, governmental action and all other losses and expenses, including attorneys'
fees and litigation expenses (each, a "Demand ot Expense" collectively "Demands or
Expenses") asserted by a third-party (Le. a person or entity other than City or Consultant)
and that atises out of or results from the breach of this Agreement by the Consultant or
the Consultant’s negligent actions, errors ot omissions (including any Subconsultant or
Subcontractor or other person or firm employed by Consultant), whether sustained before
ot after completion of the Project.

b. This indemnity and hold hatmless provision applies even if a Demand or Expense is in
part due to the Indemnified Patty's negligence or breach of a responsibility under this
Agreement, but in that event, Consultant will be liable only to the extent the Demand or
Expense results from the negligence or breach of a responsibility of Consultant or of any
petson of entity for whom Consultant is responsible.

c Consultant is not required to indemnify any Indemnified Patties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.

Other Insurance Provisions. The insurance policies required by the Section above must contain,
ot be endorsed to contain the following insurance provisions:

a. The City, its officers, officials, employees and volunteers ate to be coveted as
additional insureds of the CGL and automobile policies for any liability arising from or
in connection with the performance of all tasks or work necessaty to complete the Project
as herein defined. Such liability may atise, but is not limited to, liability for materials, parts
ot equipment furnished in connection with any tasks, or wotk performed by Consultant or
on its behalf and for liability arising from automobiles owned, leased, hited or borrowed
on behalf of the Consultant. General liability coverage can be provided in the form of an
endorsement to the Consultant’s existing insurance policies, provided such endorsement is
at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37, if later
revisions ate used.

b. For any claitns telated to this Project, the Consultant’s insurance coverage shall be
ptimaty insurance with respect to the City, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by the City, its officers, officials,
employees or volunteers shall be in excess of the Consultant’s insurance and shall not
contribute with it.

c. Each insurance policy required by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.

Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating
of no less than A: VII, unless the Consultant has obtained prior approval from the City stating that
a non-conforming insuret is acceptable to the City.

Waiver of Subrogation. Consultant hereby agtees to waive its tights of subrogation which
any insurer may acquite from Consultant by virtue of the payment of any loss. Consultant agrees
to obtain any endorsement that may be necessaty to effect this waiver of subrogation. The
Workers’ Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City
for all work performed by the Consultant, its employees, agent(s) and subcontractor(s).

Verification of Coverage. If requested, within 15 days of the Effective Date of this Agreement,
Consultant shall furnish the City with original certificates and amendatory endorsements, ot copies
of any applicable insurance language making the coverage required by this Agreement effective. All
certificates and endorsements must be received and apptoved by the City before work commences.
Failure to obtain, submit or secure the City’s approval of the required insurance policies, certificates
ot endorsements prior to the City’s agreement that work may commence shall not waive the

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10.

11.

12.

Consultant’s obligations to obtain and verify insurance coverage as otherwise provided in this
Section. The City resetves the right to require complete, certified copies of all requited insurance
policies, including any endorsements or amendments, required by this Agreement at any time
during the Term stated herein.

Consultant’s failure to obtain, submit or secure the City’s approval of the required insurance
policies, certificates or endorsements shall not be considered a Force Majeure or defense for any
failure by the Consultant to comply with the terms and conditions of the Agreement, including any
schedule for performance or completion of the Project.

9.5 Subcontractors. Consultant shall require and shall verify that all subcontractors maintain
insurance meeting all requirements of this Agreement.

9.6 Special Risk or Circumstances. The City reserves the right to modify these insurance
requirements, including any limits of coverage, based on the natute of the tisk, priot experience,
insurer, coverage of other circumstances unique to the Consultant, the Project or the insurer.

E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Consultant warrants
its compliance and that of its Subconsultants with all federal immigration laws and regulations that telate to
their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Consultant
or Subconsultant’s breach of this watranty shall be deemed a material breach of the Agreement and may
result in the termination of the Agreement by the City under the tetms of this Agreement. The City retains
the legal sight to randomly inspect the papets and records of the other patty to ensure that the other party is
complying with the above-mentioned warranty. The Consultant and Subconsultant wartant to keep their
respective papets and records open for random inspection during normal business houts by the other patty.
The Consultant and Subconsultant shall cooperate with the City’s random inspections, including granting
the City entry rights onto their respective properties to perform the random inspections and waiving their
tespective tights to keep such papers and records confidential.

No Boycott of Israel. ‘To the extent A.R.S § 35-393 through § 35-393.03 ate applicable, the patties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in,
a boycott of goods ot services from Israel, as that term is defined in A.R.S § 35-393.

Attestation of PCI Compliance. When applicable, the Conttactor will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance cettificate signed by an
officer of Contractor with oversight responsibility.

Notices.

13.1 A notice, request or other communication that is tequited or permitted under this Agreement (each
a Notice") will be effective only if
a. The Notice is in writing; and
b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (teturn receipt requested).
CG Notice will be deemed to have been delivered to the person to whom it is addressed as of

the date of receipt, if

(1) Received on a business day before 5:00 p.m. at the addtess for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight coutier
setvice; of

(2) As of the next business day after receipt, if received after 5:00 p.m.
d. The burden of proof of the place and time of delivery is upon the Patty giving the Notice.
e Digitalized signatures and copies of signatures will have the same effect as original
signatures.
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14.

13.2

Representatives.

a.

Consultant. Consultant's representative (the "Consultant's Representative") authorized to
act on Consultant's behalf with respect to the Project, and his or her address for Notice
delivery is:

OCLC Online Computer Library Center, Inc.
c/o Bruce Crocco

6565 Kilgour Pl.

Dublin, OH 43017-3395

City. City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:

City of Glendale

c/o Tami Miller

5959 W. Brown St.

Glendale, Arizona 85302-1248

With required copy to:

City Manager City Attorney
City of Glendale City of Glendale
5850 West Glendale Avenue 5850 West Glendale Avenue

Glendale, Arizona 85301 Glendale, Arizona 85301
Concurtent Notices.

(1) All notices to City's representative must be given concurrently to City Manager
and City Attorney.

(2) A notice will not be deemed to have been received by City's representative until
the time that it has also been received by the City Manager and the City Attorney.

(3) City may appoint one ot mote designees for the purpose of receiving notice by
delivery of a written notice to Consultant identifying the designee(s) and their
respective addtesses for notices.

Entire Agreement; Survival; Counterparts; Signatures.

14.1

14.2

Integration. This Agreement contains, except as stated below, the entire agreement between City
and Consultant and supersedes all prior conversations and negotiations between the parties
regatding the Project or this Agreement.

a.

Neither Patty has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.

Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the patties.

Inconsistencies between the solicitation, any addenda attached to the solicitation, the
response ot any excerpts, if any, and this Agreement, will be resolved by the tetms and
conditions stated in this Agreement.

For avoidance of doubt the terms and conditions contained in Lixhibit A(Vendor Exhibit
B) are hereby incorporated in the Agreement.

Interpretation.

a.

The patties fairly negotiated the Agreement's provisions to the extent they believed
necessary and with the legal representation they deemed appropriate.

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15.

16.

17.

14.3

14.4

14.5

14.6

14.7

Term.

15.1

15.2

b. The patties are of equal bargaining position and this Agreement must be construed equally
between the patties without considetation of which of the patties may have drafted this
Agreement.

c The Agreement will be interpreted in accordance with the laws of the State of Arizona.

Survival. Except as specifically provided otherwise in this Agreement, each warranty,
representation, indemnification and hold harmless provision, insurance requitement, and every
other right, remedy and responsibility of a Patty, will sutvive completion of the Project, or the
earlier termination of this Agreement.

Amendment, No amendment to this Agreement will be binding unless in writing and executed by
the patties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.

Remedies. All tights and remedies provided in this Agreement are cumulative and the exercise of
any one or mote tight or remedy will not affect any other tights ot remedies under this Agreement
ot applicable law.

Severability. If any provision of this Agreement is voided or found unenforceable, that
determination will not affect the validity of the other provisions, and the voided or unenforceable
provision will be reformed to conform with applicable law.

Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.

The term of this Agreement commences upon the effective date and continues for a (2)-year initial
petiod. The City may, at its option and with the approval of the Contractor, extend the term of this
Agteement an additional two (2) years, renewable on an annual basis. Contractor will be notified in
writing by the City of its intent to extend the Agreement petiod at least thirty (30) calendar days
prior to the expiration of the original or any renewal Agreement petiod. Price adjustments will only
be reviewed during the Agreement renewal period and any such price adjustment will be a
determining factor for any renewal. Thete are no automatic renewals.

Extension for Procurement Processes. Upon the expiration of the Term of this Agreement,
including the initial term and any renewals, at the City’s sole discretion, this Agreement may be
extended on a month-to-month basis for a maximum of six (6) months to allow for the City to
complete its procurement process to select a vendor to provide the setvices/matetials similat to
those provided under this Agreement. The City will notify the Contractor in writing of its intent to
extend the Agreement at least thirty (30) calendar days ptior to the expiration of the Term. Any
extension provided under this subsection will continue under the same tetms and conditions as in
effect immediately prior to the expiration of the then-current term.

Dispute Resolution, Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
coutt having jurisdiction thereof.

Exhibits. The following exhibits, with reference to the term in which they are first referenced, ate
incorporated by this reference.

Exhibit A Project & OCLC Master Setvices Agreement (Vendor Exhibit B)
Exhibit B Compensation (Vendor Exhibit D)
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The patties enter into this Agreement effective as of the date shown above.
City of Glendale,
an Arizona municipal corporation

By: Kevin Phelps
Its: City Manager
ATTEST:

Julie K. Bower
City Clerk (SEAL)

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

OCLC, Online Computer Library Center, Inc.
an Ohio corporation

By: Bruce Crocco
Its: VP, Libraty Services for Ametica

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EXHIBIT A
Services Agreement

PROJECT

1.Contractor shall provide access to the Bibliographic Utility.
1.1 Contractor shall provide access to the Bibliographic Utility as stated in the agreement.

2.Contractor shall provide suppott.
2.1. Technical support available M-F 8:00 a.m. to 5:00 p.m. MST by phone (toll-free number), website
and/or email.
2.2. A guaranteed response time of 24 houts for all correspondence to tech support.
2.3. Contractor shall provide timely notification of any upgtades or new releases to their
technology and/or software and provide assistance in their implementation if purchased.
2.4, Library shall have a designated staff member assigned to us.

EXHIBIT B
Services Agreement

COMPENSATION

NOT-TO-EXCEED AMOUNT
The total amount of compensation paid to Consultant for full completion of all work required by the Project during
the entire term of the Project must not exceed $225,000.

DETAILED PROJECT COMPENSATION
Access to the Bibliographic Utility as pat of the agreement between the State of Arizona and OCLC Online
Computer Library Center, Inc. Monthly fees not to exceed $4,000.

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( : y Oc LC Exhibit B Master Services Agreement
\ Please print or type

Section 1 Institution Information & Signatures

INSTITUTION NAME ("Institution")

LIBRARY NAME (if different from Institution Name) OCLC SYMBOL (if any)
STREET ADDRESS
CITY STATE ZIP/POSTAL CODE COUNTRY
USA
CONTACT PERSON TITLE
TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS

BILEING ADDRESS (IF DIFFERENT FROM ABOVE) o NOTICE ADDRESS (i DIFFERENT FROM ABOVE).
STREET ADDRESS

CITY STATE ZIP/POSTAL CODE COUNTRY
CONTACT PERSON TITLE

TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS

Js Institution considered exempt from tax in the country in which it is located? . [_] Yes LI No

By signing below, Institution: (1) acknowledges that Institution has read and agrees to the terms of this Master Service Agreement
(“MSA” or “Agreement”) to become effective upon full execution of the Agreement (“Effective Date”); (2) warrants that it has
made no unilateral changes to the terms of the Agreement since last received from OCLC; (3) orders access to the Products and
Services as specified in this Agreement; and (4) warrants that it has the authority to enter into this Agreement.

INSTITUTION:

Authorized Date:
Signature

Name &Title: :

Accepted By: OCLC, INC.

Effective Date:

Bruce Crocco, Vice President

Notice Address for OCLC:
OCLC.
6565 Kilgour Place
Dublin, Ohio 43017-3395
FAX; 614-764-0740
Attention: Legal Department
E-mail: Docle.org

20170701 OCLC Master Services Agreement

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 shail 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,

Section3 Definitions

3.1 Bibliographic Data means all the bibliographic data (including subject data, such as local key words and subject headings),
descriptive metadata, relationship metadata and other metadata of the type stored in WorldCat.

3.2 Holdings Data means all the ownership and license data in relation to 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.oclc.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 https://www.oclc.org/en/services.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 Hosted Service, and if
applicable a license to install and use any local software components of the Hosted Service, all solely for the noncommercial
purposes described in the Product Description and the applicable Schedule.

4.3 Modifications. OCLC may change or modify a Product or Service from time to time in its discretion. OCLC shall notify
Institution 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
htip:/Avww.ocle.org/support/home.en.htm!, Generally email support is available at support@oclc.org and telephone
support is available at 1-800-848-5800.

4,5 OCLC Intellectual Property. OCLC and/or its licensors or suppliers are the exclusive owners of and retain all right, title,
and interest (including all copyrights, trademarks, patents, and any other proprietary rights) to the Products, Services,
WorldCat, and all other materials produced or provided by OCLC. All rights not expressly granted by OCLC are reserved.

4.6 Limitations. Institution shall only use the Products and Services in accordance with the terms of this Agreement and for
the purposes specified in the Product Descriptions.

20170704 Page 2 of 7 OCLC Master Services Agreement

Section 5 Term and Termination

5.1. Term. This Agreement shall commence 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 up or liquidated, voluntarily or otherwise;

c) By the non-breaching party ifa 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.

Section6 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/fee, provided that OCLC provides Institution written notice
of the change at least 60 days prior to the date the change is to become effective. 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 5.2 (a), or (ii) Institution terminates the
Agreement or a Schedule pursuant to Section 5.2 (c); in which event, OCLC will refund that portion of fees pre-paid by
Institution corresponding to the period after termination.

Section 7 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PRODUCTS AND SERVICES ARE PROVIDED "AS

Is” AND OCLC AND ITS THIRD PARTY SUPPLIERS DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES

OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PERFORMANCE OF THE PRODUCTS OR

SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING BY USAGE OF

TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, OCLC MAKES NO REPRESENTATIONS OR

WARRANTIES THAT THE PRODUCTS AND SERVICES WILL ALWAYS BE ACCESSIBLE, FREE OF HARMFUL

COMPONENTS, ACCURATE OR ERROR-FREE. IN NO EVENT WILL OCLC BE LIABLE FOR ANY LOSS ARISING

OUT OF FAILURE OF THIRD PARTY PRODUCTS OR SERVICES OR OTHER EVENTS OUTSIDE OF OCLC’S

REASONABLE CONTROL. THIS SECTION WILL NOT APPLY TO DAMAGES THAT CANNOT BE EXCLUDED BY

LAW (IN WHICH EVENT THE LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED).

Section8 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
Tnstitution’s and users’ access, monitoring, use, disclosure, and transfer of Internal Data.

8.2 Audit, OCLC will (i) implement administrative, physical, and technical safeguards in accordance with accepted industry
practices including conducting audits in accordance with the ISO/IEC 27001 standard (or subsequent comparable standard)
and (ji) 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.

20170701 Page 3 of 7 OCLC Master Services Agreement

8.3 Nondisclosure of Internal Data, OCLC shall hold all Internal Data in strict confidence and with the same standard of
care it uses to protect its own information of a similar nature and shall not use Internal Data for any purpose other than to
provide the Service or as may be authorized in writing by Institution. OCLC shall not disclose Internal Data to any other
party except: (a) to OCLC employees, agents, subcontractors and service providers, to whom Internal Data needs to be
disclosed for the purpose of providing the Service; (b) as required by law, oy to respond to duly authorized information
requests of police and governmental authorities or to comply with any facially valid subpoena or court order; (c) to protect
the rights or property of OCLC or OCLC customers, including the enforcement of OCLC agreements or policies governing
Institution’s use of the Service; (d) to involve and cooperate with law enforcement or the appropriate legal authorities in
investigations, and to protect Systems and OCLC's customers, or (e) as authorized by Institution in writing.

8.4 Prohibitions. Institution expressly warrants that it will not enter, submit, transfer, or store in the Service any of the
following types of information: Social Security Numbers (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 subject, or as otherwise provided by
law. Institution agrees that it shall be Institution’s sole responsibility to determine whether a breach is subject to state,
federal or national breach notification laws and requires breach notification (“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 al! individuals subject to Breach Notification, however OCLC
reserves the right to first review all notifications before they are sent.

Section9 Limitation of Liability

OCLC WILL HAVE NO LIABILITY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL,
OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT OR THE
PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO ANY UNAUTHORIZED ACCESS TO, OR
ALTERATION, THEFT, LOSS, INACCURACY, OR DESTRUCTION OF INFORMATION OR DATA COLLECTED,
STORED, DISTRIBUTED, OR MADE AVAILABLE VIA THE PRODUCTS AND SERVICES, INSTITUTION’S USE OR
INABILITY TO USE THE PRODUCTS AND SERVICES, ANY CHANGES TO OR INACCESSIBILITY OF THE
PRODUCTS AND SERVICES, ANY DELAY OR FAILURE OF THE SERVICES, OR FOR LOST PROFITS, OR COSTS OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF OCLC HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, OCLC’S LIABILITY TO INSTITUTION FOR ANY REASON AND
UPON ANY CAUSE OF ACTION WILL BE LIMITED TO THE AMOUNT INSTITUTION ACTUALLY PAID OCLC FOR
THE INDIVIDUAL IMPLICATED OCLC PRODUCTS OR SERVICES COVERED UNDER THIS AGREEMENT OVER
THE 12 MONTHS PRIOR TO WHICH SUCH CLAIM AROSE. THIS LIMITATION APPLIES TO ALL CAUSES OF
ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF
WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. FEES UNDER
THIS AGREEMENT ARE BASED UPON THIS ALLOCATION OF RISK. THIS SECTION WILL NOT APPLY TO
DAMAGES THAT CANNOT BE LIMITED OR EXCLUDED BY LAW (IN WHICH EVENT THE LIABILITY SHALL BE
LIMITED TO THE FULLEST EXTENT PERMITTED).

Section 10 Use of Products and Services
10.1 Institution Data

a) Ownership, Institution, and/or its suppliers and affiliates, retains all right, title and interest (including, without limitation,
all proprietary rights) to Institution Data, except for rights granted to OCLC and its affiliates under this Agreement.
Institution is solely responsible for the accuracy, completeness, and legality of Institution Data. Institution is responsible
for obtaining all permission and other rights necessary to provide Institution Data to OCLC. Institution will not provide
OCLC with Institution Data that Institution does not have the right to provide for use in connection with the Products or
Services,

b) License Rights. Institution grants OCLC a global, non-exclusive, royalty-free, transferable and sub-licensable right to use
the Internal Data to the extent necessary for the provision of the Products and Services. Institution grants OCLC, OCLC
participants, non-participant users, and OCLC designees a global, perpetual, non-exclusive, royalty-free, transferable, and
sub-licensable right to host, reproduce, transmit, store, publish, distribute, modify, create derivative works from, and
otherwise use Shared Data, Institution Data shall be supplied to OCLC in a format compatible for use with the Products
and Services.

20170701 Page 4 of 7 OCLC Master Services Agreement

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 the
violation of, the legal rights of others; (d) to interfere with the use of a Product or Service, or the equipment used to provide
Products or Services; (e) to use the Products or Services, or any part thereof, in a manner that violates the terms of service
of any other Products or Services; (f) to generate, distribute, publish or facilitate unsolicited mass email, promotions,
advertisings or other solicitations (“spam”); (g) to alter, reverse-engineer, interfere with, circumvent, copy, or create a
derivative work of, any aspect of the Product or Service (except with the express, written consent of OCLC or applicable
law specifically prohibits this restriction); (h) to omit, obscure or hide from any user any notice of a limitation of warranty,
disclaimer, copyright, patent, trademark, trade secret or usage limitation or any splash screen or any other terms or
conditions intended to be displayed to a user by OCLC or OCLC supplier; or (i) to post, send, or make available software
or technical information in violation of applicable export controls laws. Institution agrees that OCLC is authorized to
monitor communications into and out of the System to prevent the introduction of viruses or other hostile code, to prevent
intrusions, provide support, and to otherwise enforce the terms of this Agreement. Institution agrees to reimburse OCLC
for all reasonable and verifiable costs associated with OCLC’s compliance with governmental requests relating to
Institution or Institution Data, including, but not limited to, warrants, subpoenas, and judicial orders. Notwithstanding the
foregoing and to the extent permitted by law and law enforcement, OCLC will make reasonable efforts to notify Institution
when a disclosure of Institution Data has or is to be made.

b) Credentials. Institution shall exercise all commercially reasonable efforts to prevent unauthorized use of the Products and
Services and is solely responsible for any and all use, including unauthorized use, of the Products and Services initiated
using Institution’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 of performing 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 cach 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 Jaws and government rules and regulations. Institution warrants that it possesses all rights necessary to enter into this
Agreement and grants the rights described in this Agreement such that OCLC will not infringe upon or otherwise violate any
intellectual property rights or other rights of a third party or violate any laws by exercising the rights and licenses granted under
this Agreement. To the extent permitted by law, Institution hereby indemnifies OCLC from any such claims in this respect.

Section 12 General

12.1 OCLC Membership, 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 http://Awww.oclc.org/content/dam/oclc/membership/Membership-
Criteria-FY15.pdf. If Institution’s subscription qualifies it as a member, Institution permits OCLC Member Relations to
contact its library staff directly in separate communications, 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 amember, Institution agrees to abide by the requirements and policies applicable to OCLC members.

20170701 Page 5 of 7 OCLC Master Services Agreement

12.2

12.3

12.4

12.5

12.6

12.7

12.8

12.9

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.

Independent Contractors. The relationship of the parties is that of independent contractors, and no agency, employment,
partnership, joint venture, or any other relationship is created by this Agreement.

Force Majeure. Neither party shall be responsible for losses or damages to the other occasioned by delays in the
performance or the non-performance of any of said party's obligations (other than the obligation to make payments when
due) when caused by acts of God, acts of the other party or any other cause beyond the control of said party and without
its fault or negligence.

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 parly from subsequently requiring compliance with that obligation.

Severability. If any provisions of this Agreement shall be found by any court of competent jurisdiction to be invalid or
unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement,

Entire Agreement. This Agreement and any Schedules constitute the complete agreement between the parties and
supersedes and replaces all prior agreements, oral and written, between the parties relating to the subject matter of this
Agreement. 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 terms 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.

Notice. Except as stated elsewhere in the Agreement all notices shall be in writing and shall be deemed sufficient if (a)
received by a party via e-mail to the e-mail address for such party set forth in Section 1, (b) delivered by hand, or (c) sent
by certified or registered mail, return receipt requested, to the address for such party set forth in Section 1, or to such other
address as has been furnished by means of a notice given in accordance with this Section.

Notice Address for OCLC:
OCLC
6565 Kilgour Place
Dublin, Ohio 43017-3395
FAX: 614-764-0740
Attention: Legal Department

Counterparts. This Agreement may be executed in counterparts and/or via facsimile transmission or electronic copy, any
one or form of which will be deemed to constitute an original, but all of which will constitute one instrument.

Section 13 Special Terms for Group Orders Only
Where a lead institution in a consortium (the “Group Administrator”) is ordering on behalf of itself and other consortium
members, Section 13 applies:

13.1

13.2

13.3

13.4

Ordering. Group Administrator may order the Service on behalf of consortium members by completing the relevant
portions of the agreed upon pricing or order document and agreeing to this Agreement. Group Administrator also orders
and allocates authorizations and passwords for the Service on behalf of consortium members listed on the agreed upon
pricing or order document. Group Administrator is not a buyer of the Service for resale, Any material change in group
membership or group participation may result in commensurate changes in the fees for the applicable Service.
Consortium Member's Agreement. Group Administrator warrants, as the consortium agent, that it is authorized to and
hereby binds consortium members to this Agreement and shall indemnify OCLC from all loss, expense and damage arising
from a breach of such warranty. Group Administrator shall provide each consortium member with a copy of this Agreement
prior to Product and Service activation. Each order for consortium members shall constitute a binding contract between
OCLC and the consortium member,

Payment by Group Administrator. Group Administrator shall be liable for paying to OCLC all charges and applicable
taxes for consortium members for the Products and Services in accordance with the terms of this Agreement,

Non-exclusivity. Nothing herein shall limit OCLC's right to distribute any Products or Services independent of Group
Administrator.

20170701 Page 6 of 7 OCLG Master Services Agreement

ATTACHMENT A— OCLC 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.

1. Covered OCLC Services
This SLA applies only to Hosted Services that are: (1) listed below; and (2) subscribed to by Institution.

WorldShare Acquisitions WorldCat Discovery Services
WorldShare Circulation Hosted CONTENTdm
Hosted EZproxy

WorldShare Interlibrary Loan
WorldShare License Manager
WorldShare Collection Manager
WorldShare Record Manager
Tipasa

Wise

2. Uptime Commitment

OCLC will use commercially reasonable efforts to ensure that the Hosted Services are available 99.5% of the time (the "Uptime
Commitment"). Availability will be measured as follows:

Availability = (T-D)(T) * 100%

T= the total number of minutes in the respective month.

D = the total number of minutes of downtime in the month excluding planned outages for scheduled maintenance,
telecommunications or power disruptions caused by third parties, any other causes beyond OCLC’s reasonable control, and
excluding other times described herein.

OCLC will notify Institution promptly of any factor, occurrence, or event coming to its attention likely to affect OCLC's ability
to meet the Uptime Commitment, or that is likely to cause any material interruption or disruption in the Hosted Services.

Scheduled maintenance may occur any Sunday during a 4-hour window and may occasionally be extended, Notice of scheduled
maintenance shall occur 3 days prior to scheduled downtime, In the event planned emergency maintenance is required, OCLC
will make commercially reasonable efforts to notify Institution in advance,

3. Systems Management

3.1 Monitoring. OCLC will monitor and maintain the Systems in working order each day (24 x 7). OCLC will
proactively manage and monitor all application server hardware devices and software to ensure optimal performance and
reliability as well as to detect abnormal events or exceeded utilization or performance thresholds.

3.2 Maintenance. OCLC will operate, monitor and administer all servers, applications and networks supporting
the OCLC Services. In order to provide such coverage, OCLC may utilize a mixture of on-site and on-call support staff, automated
server monitoring and automated paging technology.

3.3 Change Control. OCLC will install new equipment, software, releases, upgrades, fixes, patches and other
items necessary to maintain the Systems to industry standards. OCLC will proactively gather information from appropriate server,
peripheral, operating system or database vendors regarding upgrades, defect patches or fixes.

20170701 Page 7 of 7 OCLC Master Services Agreement

20170501
SCHEDULE 2
WorldShare Metadata/ OCLC Cataloging

DESCRIPTION
OCLC's cataloging and metadata services give Institution the tools needed to effectively manage the metadata for
Institution’s collection,

DEFINITIONS

A. “Guidelines” means the “Guidelines for Contributions to WorldCat” as modified from time to time. A
current copy of the Guidelines is available at: hitp://www.oclc.ore/worldcat/community/guidelines.en.html

B. “Policy” means the “WorldCat Rights and Responsibilitics for the OCLC Cooperative” as moditied from
time to time as a result of the policy review process described therein, A current copy of the Policy is
available at: http://www.oclc.org/en/worldcat/cooperative-quality/policy.html.

[on “Principles” means the WorldCat Principles of Cooperation as modified from time to titue, A current copy
of the Principles is available at; http://Avww.oclc.org/worldcat/community/principles.en.html
D. “WorldCat Data” is defined as set forth in the Policy.

All capitalized terms not defined herein shall have the same meaning ascribed to them in the Master Services
Agreement,

ADDITIONAL TERMS AND CONDITIONS

1) Responsibilities of Institution
A. Institution shall create bibliographic records and related data for entering information into
WorldCat consistent with the Guidelines maintained by OCLC and its advisory groups.

B. Institution using the Systems for cataloging agrees to abide by the Principles and the Guidelines.

Cc. 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.

Initials: Date:

20150210

SCHEDULE 14
ILLIAD
WorldShare Interlibrary Loan Services (ILL)

DESCRIPTION

WorldShare Interlibrary Loan is a resource sharing network to lend and borrow resources which allows
users to quickly obtain global library content located in Institution’s collections and the collections of other
ILL libraries around the world. WorldShare Interlibrary Loan simplifies tasks such as sharing of e-
resources, automating request and entry processes, managing ILL fees, analyzing borrowing and lending
patterns, and delivering documents easily and securely through Article Exchange.

ADDITIONAL TERMS AND CONDITIONS
All capitalized terms not defined herein shall have the same 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.

Initials: Date:

Exhibit D

Renewal
OCLC Symbol Currency Renewal Order
VTL USD # 1000032057
Customer ID Renewal Period
47007 7/01/2020 to 6/30/2021 4/30/2020
Participant Library
Glendale Public Library Glendale Public Library
Tami Miller
Materials Management Supervisor
5959 W Brown St 5959 W Brown St
Glendale AZ 85302 Glendale AZ 85302
United States United States
Item Code Item Amount
3000030 Cataloging and Metadata Subscription $41,321.64
Total $41,321.64

We appreciate your subscription to OCLC services and hope you are pleased with the service and the support you have received during
the past year. Your subscription(s) will automatically renew on 7/1/2020.

If you wish to continue your subscription as Is, with no changes, no action Is required by you at this time. If you wish to change or
cancel your subscription(s) please contact OCLC Order Services at orders@oclc.org, Your renewal order number is 1000032057.
Please note that we require written confirmation for cancellation requests. If your institution requires a PO, please provide the new
details to OCLC prior to your renewal date.

Ifyou have any questions about this service or need help using it, please contact OCLC support in your region at hitp://oc.ic/support.

Thank you
OCLC Order Services

THIS IS NOT AN INVOICE, An Invoice will follow in the usual billing cycle.
* Please note prices are current as of the date of this notice and are subject to change.

1ofi
www.oclc.org

OCLC + 6565 Kilgour PI Dublin OH 43017-3315 Uniiled States + +1-800-848-5878 9 +4-614-764-6000