HomeMy WebLinkAboutOCLC ONLINE COMPUTER 1 -2001
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N-2001-090
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CONSULTANT AGREEMENT
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THIS AGREEMENT, made and entered into this jq day of J.. A n f' ,2001 by
and between OCLC Online Computer Library Center, Inc., a non-profit corporation (hereinafter
"Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and
existing under the Constitution and laws of the State of California (hereinafter "City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
cataloging library books and materials.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration ofthe mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform those services as set forth in Exhibit A to this Agreement.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement, shall not exceed $3, I 00.00 during the term of this Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need not
be made for work which fails to meet the standards of performance set forth in the Recitals
which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above and terminate on June 30,
2002, unless terminated earlier in a~cordance with Section 12, below. The term ofthis
Agreement may be extended upon a writing executed by the Library Director and the City
Attorney.
1
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor
shall it be construed to create an employer-employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Consultant performs the services which are the subject matter of this Agreement; however, the
services to be provided by Consultant shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Consultant shall pay all salaries and
wages, employer's social security taxes, unemployment insurance and similar taxes relating to
employees and shall be responsible for all applicable withholding taxes.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Reserved.
b. Reserved.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to commencing the
performance of the work under this Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. Reserved.
e. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and effect
for the entire period covered by this Agreement. .
(ii) Certificates of insurance shall be furnished to the City upon execution of this
Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty (30)
days prior written notice to the City.
2
f. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proofthat insurance has 1:Jeen procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its
time and materials expended prior to notification oftermination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
for personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section I of this Agreement; and (2) from any claim that personal injury, damages, just
compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
have been suffered, by reason of the events referred to in this Section or by reason of the terms
of, or effects, arising from this Agreement. The Consultant further agrees to indemnifY, hold
harmless, and pay all costs for the defense of the City, including fees and costs for special
counsel to be selected by the City, regarding any action by a third party challenging the validity
of this Agreement, or asserting that personal injury, damages,just compensation, restitution,
judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
effects arising from this Agreement. City may make all reasonable decisions with respect to its
representation in any legal proceeding.
7. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees
that it shall not use or disclose such information except in the performance oft4is Agreement,
and further agrees to exercise the same degree of care it uses to protect its own information of
like importance, but in no event less than reasonable care. "Confidential Information" shall
include all nonpublic information. Confidential information includes not only written
information, but also information transferred orally, visually, electronically, or by other means.
Confidential information disclosed to either party by any subsidiary and/or agent of the other
party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure
shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is,
through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession ofthe Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
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8. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agreement.
9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
telefacsimile (714) 647-6956
With courtesy copies to:
Library Director
City of Santa Ana
20 Civic Center Plaza (M-75)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-5356
and,
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
To Consultant:
OCLC Online Computer Library Center, Inc.
9227 Haven Avenue, Suite 260
Rancho Cucaplonga, California 91730
Telefacisimile (909) 948-9803
Attn: Chris Grabenstatter
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A party may change its address by giving notice in writing to the other party. Thereafter,
any notice, tender, demand, delivery, or other communication shall be addressed and transmitted
to the new address. If sent by mail, any notice, tender, demand, delivery, or other
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or
other communication shall be effective or deemed to have been given twenty-four (24) hours
after the time set forth on the transmission report issued by the transmitting facsimile machine,
addressed as set forth above. For purposes of calculating these time frames, weekends, federal,
state, County or City holidays shall be excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the
terms ofthis Agreement shall prevail. This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Consultant. The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor
the City. Each party to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assigrunent, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement
shall be construed to limit the City's ability to have any of the services which are the subject to
this Agreement performed by City personnel or by other consultants retained by City.
12. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination,
subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver
to the City all work product complet"d as of such date, and in such case such work product shall be
the property of the City unless prohibited by law, and Consultant consents to the City's use thereof
for such purposes as the City deems appropriate.
5
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
13. DISCRIMINATION
Consultant shaU not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Consultant affirms that it is an equal opportunity employer
and shall comply with aU applicable federal, state and local laws and regulations.
14. JURISDICTION - VENUE
This Agreement and aU questions relating to its validity, interpretation, performance, and
enforcement shall be government and construed in accordance with the laws ofthe State of
California. This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shaU be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shaU be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason ofthis Agreement.
15. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain aU necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision ofthe services
hereunder and required by the laws and regulations of the United States, the State of California,
the City of Santa Ana and aU other governmental agencies. Consultant shaU notify the City
immediately and in writing of her inability to obtain or maintain such permits, licenses,
approvals, waivers, and exemptions. Said inability shaU be cause for termination of this
Agreement.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelo,:\, has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fuUy set
forth in the body of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
CITY OF SANTA ANA
~~Jfi t/l'1
A CIA E. HEALY
Clerk ofthe Council
~r!::;:fJY
I City Manager
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
By: ~~a.:sa C2~
Laura Sheedy
Deputy City Attorney
RECOMMENDED FOR APPROVAL:
CONSULTANT
RO C
Library Director
CHRISGRABENSTATTER
Product Manager .
Employer ill # or Individual SS #
7
'6~ Ol..\....c...
1111I
OClC Fixed-fee Price for Cataloging Quote - FY2002
NETWORK:
SYMBOL:
LIBRARY:
010CLCPACN
oJRT
SANTA ANA PUB LIBR
FY2002 fixed-fee price for cataloging
If a.pplica.bte:
FY200i f1xed-fee pr1ce for catalog1ng
Pos1t1ve difference x FY2002 D1scount
Fixed-fee discount price
$
2,910.72
$
0.00
0.00
2,910.72
$
FY2oo2 pr1ce 1ncrease adjustment
F1nal FY2002 fixed-fee price for catalog1ng
$
3,027.14
$
3,045.84
Fixed-fee pertod: The fixed-fee period will run from 0uly through June. If your institution is
currentlY subscribed to Catalog1ng F1Xed-Fee Pr1c1ng, your f1xed-fee w1ll automaticallY renew
for subsequent years, unless you specifically return a cancellation nottce. This is a change
from prevtous years.
Fixed-fee price: The oelC fixed-fee price for cataloging 15 calculated using an institution's
two-year average of transactions for the products covered by the fixed-fee. Current year
prices. (FY2001) are then applied to these transaction averages. (See attached for products
covered by the fixed-fee price.)
Fixed-fee discount. Second+ Years: OClC offers the following incentive for libraries participa-
ting in OCLC fixed-fee pric1ng tor cataloging. In the second and subsequent years of.participa-
tion, if the second or subsequent year's fixed-fee calculated price is greater than the previous
year's fixed-fee price, OClC will offer a discount, resulting in a Fixed-tee dtscount prt~e.
FY2002 pr1ce 1ncrease: The FY2002
FY2002 price increase adjustment.
for the five billing product codes
fixed-fee price for cataloging.
average price increase is then applied. resulting in the
Finally, this price is rounded so that monthly bill in9 amounts
are equal monthly payments. resulting in the Final FY2002
Billing: The DelC fixed-fee price for cataloging is ~illed in i2 equal monthly installments under
the following five product codes. Five product codes are used to provide proper tax accounting.
Any associated tax will be billed separately. Although five product codes are used, the total
of these product codes is considered the fixed-fee. An institution cannot choose to selectively
~ubscribe to parts of this fixed-fee. Transaction activity for product co~es covered by the
fixed-fee are listed on the monthly institution detail, and are zero billed.
FIX1002 CAT FIXED-FEE ONLI NE
FIX1007 CAT FIXEQ-FEE OFFLINE
FIX10tO CAT FIXED-FEE OTHER
FIX10t2 CAT FIXED FEE CREDITS
FIX1013 CAT FIXED FEE OFFSET CRED
TOTAL
$
$
$
$
($
$
2.576.40
496.56
0.00
0.00
27.12)
3.045.84
$
$
$
$
($
$
214.70 /mo
41.38/mo
0.00 /mo
0:00 /mo
2.26l/mo
253.82 /mo
Ordering: For 1 ibraries currently not on fixed-fee pricing, complete order form CATFIXOO0201 at
htto://www2.oclc.orQ/oclc/odf/forms/catf1x.cdf.
Canceling: For current subscribers that wish to cancel, complete the cancellation portion of
the renewal notice.
Return orders and cancellations to your OClC-affiliated regional network, service center, or
OClC Distributor to forward to OCLC by 2001 June 15. Independent institutions should return
these to the Training and Implementation Special 1St at QClC.
ReneWing: For current fixed-fee subscribers, OelC will automatically renew your Fixed-Fee Price
for Catalog1ng. You do not need to return an order form.
EXHIBIT A
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Mill I 1.\
OCLC FIXED-FEE
PRICING FOR CATALOGING
CONTACT NAME
Terri Ibarra
I NETWORK
I
i oeL.e SYMBOL
JRT
INsnnmON
26 CIVIC CENTER PLAZA
I CITY
I SA
: COUNTRY
STREET ADDRESS
714 647-5262
I ~PIP;~;~ ~oce
I FAX Numb"
i 714 667-8235
UNITED STAT S
STATE/PROVINCE
CA
TELEPHONE NUMBER (Indue_ arllla cede)
; E-ma~ AddfUS
Ti barra
The Fixed-Fee Pricing period runs from July through June.
OeLe annual fixed-fee for cataloging:
$
30'15.<;,'1
. Netwonc Price
SUBSCRIPTION START DATE (Indicate year)
I SUBSCRIPTION END DATE (Indicate year)
JUly~
June 02-
.0.00
,
I Monthly FiX' 0' 3.
I Cat Fixed--Fee, Offset Credits
( ;L.~ ')
":2.14. -,0
-1 '-/f, 3'l
Monthly FIX'O'O.
Cat FIXed-Fee. Other.
of; () . Ob
Monthly FIX1012.
Cat Fixed-Fee, Credits
Monthly FIX1 002.
Cat Fixed.Fee, Online:
Monthly FiXl007.
Cat Fixed.Fee, Offline:
By signing below, you agree to move your OCLC cataloging pricing from transaction based pricing to the fixed fee [as
that term is defined in the OCLC FIXED-FEE PRICING FOR CATALOGING OPTION TERMS AND CONDITIONS on
the reverse side of this form (the "Terms")] quoted to you by your Network. Your OCLC fixed-fee pricing for cataloging
wili be billed in twelve monthly instaliments using five product codes. The transaction product codes covered by this
fixed fee wili be zero billed. By signing below, you hereby: 1) indicate your agreement to the Terms; 2) warrant that you
have made no changes to those Terms; and 3) warrant that you have the authority to so bind the Institution to those
Terms. Your cataloging fixed-fee pricing will automaticaliy renew for subsequent years uniess you speclficaiiy submit a
canceliation.
I !TUTtON AUTHQRIZEO SIGNATURE
f
Ic/oa/Ol
Date
d
Li brM'I Pirafor/ .s A PI-
TlTl.E
NETWORK AUTHORIZING SIGNATURE
Dale
Please attach orl Inal OeLe quote and RETURN TO OCLC MC 437 by June 15.
. - . .... .. .
...'OCLC: USE ONLY
ORDER RECEIPT OA TE
PROD MQR APPROVAL
CRDER ENTRY DATE
ORDER RETURNED TO NET'NOFiK
c;.TAX-01C2:)1
Photocopy for your records
OCLC FIXED-FEE PRICING FOR CATALOGING OPTION TE~ivlS AND CONDITIONS
The terms and conditions set forth herein ("Agreemenr) describe the respective respons;bi'i',~s and duties of OCLC Online Computer
Library Center, Incorporated ("OCLC"), the OCLC-affiliated regional network ("NetworK' ,ntified on the front of this order form
("Order Form"), if any, and the institution identified on the front of this Order Form ("Ins ~n") with respect to Institution's order
("Order") of the OCLC fixed-fee pricing for cataloging option (as defined below),
1. OCLC Fixed-Fee Pricing For Cataloging. b, No later than sixty (,"': days poor to the end of the Initial
"OCLC f' d f "f tal'" ' , Term or any subsequem one (1) year term, OCLC and Network
Ixe - ee pnclng or ca oglng means a pricing 'II I F' '-. P .. . ff
t' d II 'I bl I I t II OCLC WI , as ong as Ixeo-c"" rlclng IS generally 0 ered by OCLC,
op Ion ma e genera y aval a e so e y 0 a , provide to Institution a .",stom quotation of Institution's Fixed-
cataloging: full Gen."ral Members (as that term IS defined and Fee for that additional: ,rm at that time. If Institution wishes to
deSCribed In OCLC s Code of Regulations) that p."rmlts ea~h cancel its Fixed-Fee P';cing, it may do so by providing notice to
such General Member to obtain access to OCLC s cataloging OCLC or Network nc .ater than June 1 of the calendar year in
~ystem, and ~arlous products and se~':es, on an annua~ which the renewal would commence, and OCLC and Network's
fixed-fee baSIS, rather than on the traditional per-transaction F'xed Fee oHer to Insti't ti' 'II d' Ie' ft
, F f . A tho fl. U on WI correspon mg Y xplre a er
baSIS. or purposes 0 thiS greement, IS annual fixed- ee that date
access option shall be referred to as the "Fixed-Fee Pricing" .
and the annual price for this Fixed-Fee Pricing shall be " " I:,.~, All Fixed-Fee Pricing terms, a~d custom quoted Fixed-Fees,
referred to as the "Fixed-Fee". '. -'. are for a period of July 1 through June 30 of the following year,
unless otherwise provided by OCLC and Network. Mid-year
Orders may be accepted at OCLC's sole discretion, and the
Fixed-Fee may be pro-rated for this purpose, At any time
during the Initial Term (or any subsequent term) of this
Agreemen~ Institution may opt to terminate Its Fixed-Fee
Pricing, and revert to transaction-based pricing, upon thirty (30)
days prior written notice to OCLC and Network. if any;
however, following any such termination and transition to
transaction-based pricing, Institution shall not be eligible to
>,(eturn to Fixed-~ee. PIi.:!ng !o~ a period pf ,o.n~ \lJ.year following
,the end of the'terln dUring which suchtetm,oatior1 and ;0.
transition to transaction-based pricing occurred, Similarly, if
Institution opts to cancel Its Fixed-Fee Pricing at the end of the
Initial Term (or any subsequent term), Institution shall not be
eligible to retum to Fixed-Fee Pricing for a period of one (1)
year following the eHeetive date of any such cancellation,
Example: Institution places its Order for its Fixed-Fee Pricing
for the period of July 1, 1997 through June 30, 1998; however,
Institution opts to terminate its Fixed-Fee Pricing eHective
November 30, 1997, by providing notice to OCLC and Network
no iater than October 30,1997. Institution will thereafter be
ineligible for Fixed-Fee Pricing for cataloging until one (1) year
after the end of the term during which its termination took
effect. Therefore, Institution would be ineligible to return to
Fixed-Fee Pricing until one (1) year after June 30, 1998, and
could not return to Fixed-Fee Pricing untillhe term of July 1,
1999 through June 30, 2000.
II, Payment. In consideration of Institution's use of the OCLC
onUne cataloging system, products and services specified on
: -; ~~WOrder\FO!,", (aqd, a~y attacb[11ent,s he~eto), Institution
agrees to pay Network (or oclc directl'y, if Institution does not
have an OCLC-affiliated regional Network) the annual Fixed-
Fee for unlimited use of such sys,,"m, products, and, services,
payable for each annuai term in l\v~lve (12) equal monthly
payments. The monthly payment ""i1 be invoiced, and payment
thereof due, as per the Member Agreement. Access to and
use of products and services other "-'," those specified in this
Order Form (or any attachments he ':0) will be subject to the
price and payment terms and condi::,:~s set forth in the .
Member Agreement (or such other a~feements as the parties
may enter into from time to time for Soch products and
services). Taxes applicable to the transactions contempiated
by this Agreement. if any, shall be the responsibility of
Institution. As stated above, the Fixed-Fee is subject to
increase by OCLC and Network for each subsequent renewal
term following the Initial Term.
Institution's Fixed-Fee will be determined annually by OCLC
and Network, and will be based on Institution's specific OCLC
usage history. The Fixed-Fee will appiy only to activity under
speciUed applicable OCLC product codes, as established by
OCLC; these product codes will be provided"to Institution by
OGLC and/or Network as a part of the annual custom
quotation of the Fixed-Fee. Additional restrictions as may be
established by OCLC and Network from time-to-time may
also apply, and will similarly be provided to Institution with
InstitllJj~n:s,e~to!" quoted Fixed-Fee.. Uuring.the Initial Term',"'.
of this Agreemenl, and any renewals hereof, Institution will be
billed on a monthly basis as provided in Section 2.B.ii., below,
and will not be bil.led on a transaction basis for activity under
the applicable product codes,
2. Tenms for OCLC Fixed-Fee Pricing for Cataloging,
A, General, Except as otherwise provided and set forth in
this Agreement, Institution's access to and use of OCLC's
online cataloging system, products and services on a Fixed-
Fee Pricing basis shall be governed by and subject to the
terms, conditions, and restrictions set forth in Institution's
agreement(s) with OCLC and/or Institution's regional Network
for the use of such system, products and services on a per-
transaction basis (hereinafter collectively referred to as the
"Member'Agreement").
B. Specific Additional Terms. In addition to the terms set
forth in the Member Agreement, the following additional
terms, conditions, and restrictions shall apply to Institution's
Fi:led-Fee Pricing for cataloging; in the event of a conflict
between these additional terms, conditions, and restrictions
and the Member Agreement with regard to Institution's Fixed-
Fee Pricing for cataloging, the following terms, conditions and
restrictions shall take precedence:
I. Term. a. The Fixed-Fee is determined by OCLC and
Network on an annual basis as stated in Section 1. of this
Agreement. and the initial Fixed-Fee Pricing term (the
"Initial Term") shall be one (1) year and shall commence
on July 1 of the calendar year in which Institution's Order
is received If Institution's Order is received by Network (or,
if Institution does not have a regionai Network, OCLC) no
later than thirty (30) days prior to that commencement
date (unless otherwise agreed by the parties), The Fixed-
Fee Pricing will terminate on June 30 of the following
calendar year, however, this agreement shall
automatically renew for additional one (1) year terms until
and unless cancelled by Institution as provided in b..
below,
CATFIX.W01C2~1
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