Ver. January 2023 © OverDrive, Inc.
OverDrive® Digital Library Reserve Order Form
Library Information
Name of Library: City of Redondo Beach on behalf of the Redondo Beach Public Library (“City”) Address: 303 N. Pacific Coast Hwy
City, State/Province, Postal Code: Redondo Beach, CA 90277-2838 Country: USA Primary Contact
Name: Dana Vinke Title: Library Director
Telephone: (310) 697-3322 Email: [email protected] Accounting Contact (all invoices will be emailed to the contact listed below):
Name: Tim Parker Title: Technical Services Librarian
Telephone: (310) 697-3328 Email: [email protected] Bill To Address: 303 N. Pacific Coast Hwy
City, State/Province, Postal Code: Redondo Beach, CA 90277-2838 Country: United States Term Schedule Annual Fee (USD)
July 1, 2024 through June 30, 2025 $ 13,000 (includes $2,000 platform fee, $5,000 allocated to reserve content credit for an annual subscription to OverDrive’s Annual Magazine Service, and $6,000
allocated towards the purchase of Digital Content)
July 1, 2025 through June 30, 2026 $ 13,000 (includes $2,000 platform fee, $5,000 allocated to reserve content credit for an annual subscription to OverDrive’s Annual Magazine Service, and $6,000
allocated towards the purchase of Digital Content)
□OverDrive sends emails about promotions, new products and services. By checking this box, you consent to receiving OverDrive’s communications and promotional emails to your Primary Contact email address. These emails also include an easy method to manage your subscription(s), including unsubscribing to future emails.
OverDrive Terms and Conditions:
• The Term of this Agreement shall be for twenty-four (24) months, commencing on July 1, 2024. • OverDrive Digital Library Reserve is licensed pursuant to the OverDrive Digital Library Reserve Access Agreement, attached to this Order Form as Exhibit 1, the terms of which are incorporated herein. • All payments due to OverDrive under this Agreement are due within thirty (30) days of the City’s receipt of invoice. [Signature page follows]
Ver. January 2023 © OverDrive, Inc.
Acknowledgement and Acceptance:
On behalf of the City, I represent and warrant that I have the authority to enter into this Agreement and my signature below indicates my City’s agreement and acceptance of the OverDrive Digital Library Reserve Access Agreement.
OverDrive, Inc., a Delaware corporation
By (signature) Title
Name (Print) Date
City of Redondo Beach, a chartered municipal corporation By (signature) Title Mayor
Name (Print) James A. Light Date
Please complete this order form and return by email to [email protected].
ATTEST: APPROVED AS TO FORM:
___________________________________ _____________________________________ Eleanor Manzano, City Clerk Michael W. Webb, City Attorney General Counsel
Erica Lazzaro 5/16/2024 | 11:51 AM PDT
Ver. January 2023 © OverDrive, Inc.
Exhibit 1
OverDrive Digital Library Reserve Access Agreement
1. Digital Library Reserve Application Services
1.1 OverDrive will create and host a Library Website for Library’s use of the Application Services. OverDrive shall provide the Application Services to the Library under the terms of the Order Form and this Access Agreement (collectively referred to as the “Agreement”).
1.2 OverDrive shall create an accountinOverDrive’s contentselection platform,OverDriveMarketplace,for Library to select Digital Content to make available at the Library Website to Authorized Patrons and to access reports.
1.3 OverDrive will use commercially reasonable efforts to make the Application Services perform substantially in accordance with the terms herein. From time to time, OverDrive may make modifications or updates to the operation, performance, or functionality of the Application Services as it sees fit or as required by OverDrive’ssuppliers. Library may be required to complete additional forms, documents or other associated materials provided by OverDrive. Library shall use commercially reasonable effortsto complete the documents in a timely manner.
1.4 OverDrivewill use commercially reasonable efforts to provide Secondary Support to Library.
1.5 OverDrive shall have sole discretion to approve any and all libraries that seek to participate in Library’s DLR Service, as well as approve any other terms and conditions related to such expansion of the DLR Service to additional libraries. OverDrive shall have sole discretion to honor any prior version of an order form, participation form or related material completed by Library. OverDrive may require Library to complete an updated version of the same.
1.6 If Library seeks a modification of the Application Services or integration of the Application Services beyond those offered on the Order Form, the Parties shall cooperate to agree on the specifications for the additional services and any associated terms and conditions.
1.7 Nothing under the Agreement grants any right to Library to the use of, or access to, any Application Services source code. Library does not have the right to reproduce the Application Services, to distribute copies or versions of any modules of the Application Services to any third parties including its Authorized Patrons, or to make and/orsell variations or derivative works of the Application Services. Sole ownership of copyrights and other intellectual proprietary rights shall remain solely with OverDrive or its suppliers. OverDrive reserves the right, at its sole discretion, to display its branding, trademarks, logos, and/orthird party marketing or promotional materials on the Library Website.
2. Library Website
2.1 Library shall use commercially reasonable efforts to ensure that use of the Applications Services, the Library Website and the Digital Content are in compliance with this Agreement and with permitted uses as communicated by OverDrive to Library. Library shall use commercially reasonable efforts to prevent unauthorized use of the Digital Content from OverDrive by their users and Authorized Patrons.
2.2 OverDrive grantsthe Library and Authorized Patrons a non-assignable, non-transferable, limited license to use the Digital Content provided by OverDrive’s suppliers for personal, non-commercial use. The catalog of available Digital Content is subject to change; Digital Content titles may be added or removed at any time.
Authorized Patrons and/or Library may access and/or download, the Digital Content:
(a) On Library-issued devices or computers with exclusive and individual unique user accounts; (b) On Library-issued devices which are circulated in accordance with the OverDrive Test Drive program;
Ver. January 2023 © OverDrive, Inc.
(c) On Authorized Patrons personal devices directly;
(d) On shared Library computers which employ an application that restores the computer to its original configuration after use by an individual Authorized Patron (e.g. Deep Freeze, Windows SteadyState, or other similar application); and
(e) For any use consistent with the relevant fair use doctrine orsimilarlaw in yourjurisdiction.
2.3 Library shall reasonably cooperate with OverDrive to limit access to the DLR Service to end users who are Authorized Patrons. In the event Library desires to provide access to the DLR Service to users other than Authorized Patrons, OverDrive reserves the right to limit availability of certain Digital Content, as may be required by supplying publishers. Online library card applications, with or without fees, that provide access, temporary or permanent, to the DLR Service to users who do not otherwise qualify as Authorized Patrons shall not be permitted.
2.4 Library represents and warrants that it will not make any representations or create any warranties, expressed or implied, concerning the Application Services and Digital Content, and will take reasonable steps to ensure that its employees, agents, and others under its direction abide by the Agreement.
2.5 Library agreesto performPrimary Support forits Authorized Patrons, unless Library has completed the Front Line Tech Support Order Form and paid for Front Line Tech Support services. OverDrive will provide Library with training and documentation for Library’s provision of Primary Support. Library will cooperate with OverDrive to implement customer support practices recommended by OverDrive, including but not limited to directing Authorized Patrons to OverDrivesupplied FAQs and support pages on its Library Website.
2.6 Library shall not accessthe Application Services in a manner not explicitly permitted by the Agreement, including but not limited to scraping the Library Website and/or web traffic or data to and from the Library Website, intercepting, redirecting, capturing or holding OverDrive-initiated email or other electronic communications, nor shall it allow any third party to access the Application Services in a manner as described in this paragraph.
2.7 OverDrive may employ commercially reasonable efforts to monitor and maintain the availability of its Application Services, including review of traffic for request volume levels, unusual behaviors or patterns, attemptsto create a denial ofservice response, and/or excessive or abusive usage as determined byOverDrive, in its sole discretion.
3. Payments
3.1 Library shall make payment to OverDrive for all Application Services fees and Digital Product costs according to OverDrive within thirty (30) days from Library’s receipt of valid invoice. OverDrive, in its sole discretion, may require payment by Library of any initial or outstanding invoices before OverDrive will set the DLR Service live. In the event of Library’s late or non-payment of any and all amounts due to OverDrive for Application Services fees and cost of Digital Content, OverDrive may suspend access to the Application Services until such time as Library’s account becomes current, or in OverDrive’s sole discretion, terminate access to the Application Services.
3.2 This Agreement is a commitment of the current revenues of the Library. If Library’s governing body or similarly related entity fails to appropriate sufficient funds in any fiscal year for payments due under this Agreement, then a nonappropriation event shall be deemed to have occurred. If a non-appropriation event occurs, (1) Library shall give OverDrive immediate notice of such non-appropriation event and provide written evidence of such failure by Library’s applicable governing body and (2) on or before sixty (60) days from OverDrive’s receipt of notice of non-appropriation, the parties shall cooperate to determine an appropriate course of action as it relates to the OverDrive services provided under this Agreement. In the event that after such sixty (60) day period, no determination is reached on payment and continued provision of services is not possible, then the Agreement and all services hereunder shall terminate on the first day of the fiscal year in which funds are not appropriated.
4. Term and Termination
©2024 OverDrive, Inc. • One OverDrive Way • Cleveland, OH 44125 • P: +1 216-573-6886 • F: +1 216-573-6889
4.1 The Term of the Agreementshall be governed by the OverDrive Digital Library Reserve Order Form between OverDrive and Library.
4.2 Either party shall have the right to terminate this Agreement as a result of a material breach of the Agreement by the other party that is not cured within thirty (30) days after written notice of suchbreach.
4.3 UponterminationofthisAgreement,theaccess grantedtoLibraryby thisAgreementshallbeterminated immediately and Library shall make no further use of all or any part of the Application Services, or any confidential information received from OverDrive.
5. Warranties
5.1 The parties represents and warrants to that each has the necessary permissions, ownership and intellectual property rights and licenses related to performance under this Agreement.
5.2 THE WARRANTIES SET FORTH UNDER THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL
OVERDRIVE BE LIABLE TO LIBRARY OR ITS AUTHORIZED PATRONS AND OR END USERS FOR ANY DAMAGES ARISING FROM
OR RELATED TO FAILURE OR INTERRUPTION OF THE APPLICATION SERVICES, OR FOR INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFIT OR OPPORTUNITY, LOSS OF USE OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE LICENSE OR USE OF THE APPLICATION SERVICES. IN NO EVENT SHALL OVERDRIVE’S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT RECEIVED BY OVERDRIVE UNDER THIS AGREEMENT.
6. General Terms
6.1 Confidential Information. The parties acknowledge that each will receive confidential information from the other relating to the Application Services, technical and operational affairs of the other. Subject to any state and/or federal laws and regulations permitting public accessto documents and information that are considered public, each party agreesthat all confidential information of the other party shall be held in confidence and shall not be disclosed to any third party. Library shall not share its passwords and login credentials of Library’s account in OverDrive’s content selection portal with anyone, including any third party. Library shall take reasonable steps to prevent unwarranted intrusion into such information.
6.2 Notwithstanding the foregoing, the receiving party may make disclosures if the information (i) is or becomes generally known to the public through no fault of, or breach of this Agreement by, the receiving party; (ii) is rightfully in the receiving party’s possession atthe time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving Party without use of the disclosing party’s confidential Information; (iv) is rightfully obtained by the receiving Party from a third party without restriction on use or disclosure; (v) required to be disclosed by the receiving party pursuant to law, rule, regulation, subpoena, or court order, including but not limited to the California Public Records Act (CALIFORNIA PUBLIC RECORDS ACT GOVERNMENT CODE SECTION 6250 ET SEQ.); (vi) disclosed due to any rule, order, referral, or request, including without limitation any rule, order, referral, or request of Licensee’s City Council; or (vii) disclosed as part of the Licensee’s customary contract approval process.
6.3 Taxes. Library shall at its own expense comply with all applicable laws in connection with the use of the Application Services. The payment obligations under this Agreement are exclusive of any federal, state, municipal or other governmental taxes, sales taxes, excise taxes or tariffs now or hereafter imposed on the production, storage, sale, transportation, import, export, licensing or use of the Application Services.
6.4 No Waiver. The failure of either party to exercise any right or the waiver of either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other term of the Agreement.
6.5 Notice. All notices required to be given pursuant to the Agreement shall be in writing and shall be deemed to have ©2024 OverDrive, Inc. • One OverDrive Way • Cleveland, OH 44125 • P: +1 216-573-6886 • F: +1 216-573-6889 been given, if sent by registered or certified mail, return receipt requested, postage prepaid, addressed to OverDrive at its’ current address, Attention: General Counsel or addressed to Library at the address provided on the Order Form, Attention:
Primary Contact (as designated on the Order Form), or as otherwise agreed by the parties.
6.6 Assignment. OverDrive may assign this Agreement. This Agreement may not be assigned by Library, nor any duty hereunder delegated by Library without the prior written consent of OverDrive, which shall not be unreasonably withheld.
Subject to the foregoing, this Agreementshall be binding upon and inure to the benefit of the parties to this Agreement and their respective heirs, legal representatives, successors and permitted assigns.
6.7 Entire Agreement. The Order Form and this Access Agreement constitutes the entire Agreement and understanding of the parties and supersedes all prior and contemporaneous Agreements, understandings, negotiations and proposals, oral or written. The Order Form and this Access Agreement may only be amended by a written instruments executed by both parties. Section headings are provided for convenience purposes only and do not provide any modifications or substantive meaning to the terms and conditions of this Agreement.
6.8 All Disputes Arising From the Agreement. This Agreementshall be governed by the laws of the State of Ohio, United States of America without regard to any conflict of laws principles. Any dispute regarding this Agreement or the relationship that has been established by this Agreement shall be brought in the state or federal courtsresiding in the State ofOhio,USA, and the local laws of Ohio will apply to any such action related to the above. Both parties submit to venue and jurisdiction in these courts.
7. Definitions
As used throughout the Agreement, the following definitions shall apply:
7.1 “Application Services” or “DLR Service” shall mean the Library Website and digital content distribution service provided to Library, which utilize OverDrive® and other third party technologies and services.
7.2 “Authorized Patron(s)” shall mean those individuals who provide proof of residency, ownership of property, employment, or enrollment in school or similar institution in the Library’s service area and which the Library authorizes to download and/or access Digital Content from the Library Website or otherwise utilize the Application Services.
7.3 “Digital Content” shall mean the digital titles (e.g. eBooks, audiobooks, magazines and video) made available from OverDrive at the Library Website.
7.4 “Library” shall mean the organization or entity identified in the Library Information section of the Order Form.
7.5 “Library Website” shall mean the Internet-based application hosted and operated by OverDrive that provides Authorized Patrons access to Digital Content.
7.6 “Order Form” shallmean theOverDriveDigital Library ReserveOrder Form completed by theLibrary.
7.7 “OverDrive” shall mean: OverDrive, Inc., a Delaware Corporation, and its subsidiaries and affiliates.
7.8 “Primary Support” shall mean the services provided by Library to its Authorized Patrons for its day-to- day help, support, technical aid and other assistance for their use of the Library Website and DigitalContent.
7.9 “Secondary Support” shall mean the technical support services provided by OverDrive to Library in the English language, including reasonable efforts to assist Library in providing Primary Support.
Holder Identifier : 7777777707070700077761616045571110765727026227554207762315752516310071673774374233300736340002341331307045126461227732073550744033750120746662717256776007271111561136421076727242035772000777777707000707007 7777777707070700073525677115456000722111417422017507675404161774460076255114202721220702223625206311107132337243073110070322362531720000702333724316211007132336353173010077756163351765540777777707000707007 Certificate No : 570101916951
CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY)
09/28/2023
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Central, Inc.
Philadelphia PA Office
100 North 18th Street
15th Floor
Philadelphia PA 19103 USA
PHONE
(A/C. No. Ext): E-MAIL ADDRESS:
INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122
INSURED INSURER A: The Continental Insurance Company 35289 INSURER B: Valley Forge Insurance Co 20508
INSURER C: National Fire Ins. Co. of Hartford 20478
INSURER D: Lloyd's Syndicate No. 2623 AA1128623
INSURER E:
INSURER F:
FAX
(A/C. No.): (800) 363-0105
CONTACT NAME:
OverDrive Holdings, Inc.
One OverDrive Way
Cleveland OH 44125 USA
COVERAGES CERTIFICATE NUMBER: 570101916951 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, Limits shown are as requested
POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVDINSR LTRADDL TYPE OF INSURANCE INSD POLICY NUMBER LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR
POLICY LOC
EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE
PRODUCTS - COMP/OP AGG
X
X
XGEN'L AGGREGATE LIMIT APPLIES PER:
$1,000,000
$1,000,000
$15,000
$1,000,000
$2,000,000
$2,000,000
C 6080688803 06/09/2023 06/09/2024
PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO
OWNED AUTOS ONLY
SCHEDULED
AUTOS
HIRED AUTOS ONLY NON-OWNED AUTOS ONLY
BODILY INJURY ( Per person) PROPERTY DAMAGE
(Per accident) X
BODILY INJURY (Per accident)
$1,000,000 A 06/09/2023 06/09/2024 COMBINED SINGLE LIMIT (Ea accident)
6080688817
EXCESS LIAB
X OCCUR CLAIMS-MADE AGGREGATE
EACH OCCURRENCE DED $15,000,000
$15,000,000
$10,000 A UMBRELLA LIAB 6080688848 06/09/2023 06/09/2024
X RETENTION
X
E.L. DISEASE-EA EMPLOYEE
E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X
OTH- ER
B 06/09/2023 06/09/2024 PER STATUTE WC (AOS)
A 6080688834 06/09/2023 06/09/2024
$1,000,000
Y / N
(Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER N N / A WC (CA) WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 6080688820
FSCEO2303512 07/09/2023 07/09/2024 Aggregate
Tech E&O / Prof Liab SIR per Aggregate $250,000
D Cyber Liability
SIR applies per policy terms & conditions
$5,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
CERTIFICATE HOLDER CANCELLATION
The City of Redondo Beach AUTHORIZED REPRESENTATIVE 303 N. Pacific Coast Highway Redondo Beach CA 90277 USA
ACORD 25 (2016/03)
©1988-2015 ACORD CORPORATION. All rights reserved
The ACORD name and logo are registered marks of ACORD
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.