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HomeMy WebLinkAboutKANOPY INC.r �UXURANCE NOT ON FILE 1ORK MAY NOT PROCEED p. �I� n„� CLERK OF COUNCIL tncnwn AvyD)T*r DATE: MASTER AGREEMENT N-2022-007 Institution Name: City of Santa Ana Santa Ana Public Library Institution Contact: Lynn D. Nguyen Address: 20 Civic Center Plaza Santa Ana, California 92701 United States Phone: 714.647.5259 Email: LNguyen@santa-ana.org This Master Agreement is made and entered into as of the Effective Date set forth below by and between Kanopy INC, a Delaware corporation with a place of business 781 Beach Street, Suite 200, San Francisco, CA 94109 ("Kanoov"), and the institution identified above ("Institution'). Overview Kanopy streams and makes available digital video content, including associated audio, graphics, text, images and other data and content, to universities, colleges, schools, public libraries, corporations and other institutions for access and use pursuant to applicable access and license terms. Kanopy streams and makes digital video content available through various platforms, including its website at www.kanopy.com, the Kanopy iDS and Android mobile apps, the Kanopy channel on Roku, and other modes of access that are available now or may become available in the future. Structure of Agreement and Order of Precedence Kanopy and Institution may enter into one or more order forms under this Agreement (as defined below) for access to and use of digital content hosted or streamed by Kanopy. As appropriate, each order form will specify the title(s), product(s), fees, period or term of access, and any special usage rights and/or restrictions and other terms relevant to the order. Each such order form will be governed by the terms and conditions of this Agreement. During the term of this Agreement, the approved budget for the order form shall not exceed fourteen thousand dollars ($14,000.00). This Master Agreement consists of: (a) the attached Terms and Conditions; (b) any order forms entered into hereunder between Kanopy and Institution; and (c) this signature page (collectively, the "Agreement"). In the event of any conflict between or among the various components of this Agreement, the terms and conditions of each component shall take precedence in the order listed above; Providedhowever that any conflict with respect to restrictions on access to or use of materials provided by Kanopy shall be resolved in the manner that gives broadest effect to such restrictions. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed as of the Effective Date by its duly authorized representative. KANOPY INC By. Name: Jason Tyrrell_ Title: General APPROVED AS TO FORM: By B ndon Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL a Brian Sternberg Library Services Director Library Services CITY OF SANTA ANA KRISTINE RIDGE City Manager Page 1 of 4 TERMS AND CONDITIONS 1. Definitions (a) "Access Term" means the period of time set forth in each Order Form during which the Offerings, or as applicable, Institution Content, covered by such Order Form will be hosted and streamed by Kanopy pursuant to this Agreement. (b) "Credentials" means any user accounts, passwords and other authentication credentials associated with access to or use of the Service by Institution or End Users. (c) "End User" means: (i) any student, teacher, professor, patron, employee or staff member affiliated with Institution; (ii) any authorized visitor physically present at the facilities of Institution; and (iii) with respect to any Institution that is a library established for use by the general public and maintained primarily through public funds, any individual who is a member of such Institution. (d) "Institution Content" means any content provided by Institution pursuant to this Agreement for hosting and streaming by Kanopy. (e) "Institution Facilities" means Credentials and any account, hardware, system or other facility within Institution's custody or control. (f) "Offering" means any Product or Title. (g) "Order Form" means an order form, invoice or other ordering document entered into between the parties pursuant to this Agreement specifying the Offerings, Institution Content, fees and payment terms, special usage rights and restrictions and other terms relevant to the order. (h) "Product" means each product identified in an Order Form that Kanopy will make accessible to Institution pursuant to this Agreement, including: (i) any package or collection of titles or other content made accessible to Institution via subscription, patron -driven acquisition (PDA), pay -per -use (PPU) or other such models; and (ii) any other product that Kanopy may offer. (i) "Service" means the service through which Kanopy hosts and makes accessible Offerings and, as applicable, Institution Content. 0) "Territory" means the geographical area designated as the Territory in an Order Form or, if no such area is designated in an Order Form, the country in which Institution is domiciled. (k) "Title" means each film, video or other content (excluding Institution Content) identified in an Order Form that Kanopy will make accessible to Institution pursuant to this Agreement. 2. Grant of Rights and Restrictions (a) Grant of Rights. During the applicable Access Term and subject to Institution's compliance in all material respects with the terms and conditions of this Agreement, Kanopy hereby grants Institution a limited, non-exclusive, non-sublicensable right and license to allow End Users within the designated Territory to view Offerings and, as applicable, Institution Content, in real-time within the Service. (b) Perpetual Licenses. A limited selection of Kanopy's Offerings may be available for Perpetual Archive Licenses ("PAL's"), in which Institution must pay a one-time fee, and an annual "Continuing Service Fee", in order to purchase a non-exclusive perpetual license for Institution and its Authorized Users to access the designated Offering on the Kanopy platform. PALS may only be revoked by Kanopy if Institution materially breaches this Agreement or if the licensed materials contain errors or could be subject to an infringement or other adverse claim by a third party. Kanopy reserves the right to suspend access to the Title(s) in question if Institution fails to pay the Continuing Service Fee. For the avoidance of doubt, the purchase of PAL's shall not entitle Institution to digital files or hard copies of the Title(s) unless Kanopy enters into bankruptcy or otherwise ceases operation. In the event that Kanopy provides Institution with a digital file relatingto a PAL, Institution shall be responsible for securing and restricting use of the Title as contemplated under this Agreement, using systems and technology at least as protective as Kanopy's. File transfer costs, if any, shall be paid by Institution (c) Restrictions. All rights granted under this Agreement may only be exercised for non-commercial personal or educational use. Institution shall not: (i) use, archive, capture, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights to the Service or any Offering, except as expressly permitted under this Agreement; (n) translate or reverse engineer, decompile, decode or otherwise attempt to derive the source code, architectural framework or data records of any software within or associated with the Service; (iii) frame or utilize any framing technique to enclose any content within the Service; (iv) access the Service for the purpose of benchmarking or developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Service or any products or services offered by Kanopy; (v) rent, lease, lend or sell the Service, or otherwise provide access to the Service as part of a service bureau or similar fee -for -service purpose; (vi) make the Service or any Offering accessible to anyone who is not an End User; (vii) remove or obscure any proprietary notice that appears within the Service or any Offering; or (viii) use the Service in any way that does not comply in all material respect with the terms and conditions of this Agreement and all applicable laws and regulations. (d) Policies. In addition to the terms and conditions of this Agreement, access to and use of the Service shall comply with and be subject to any terms of service, acceptable use policy, privacy policy, end user license agreement and other guidelines instituted by Kanopy or its licensors or service providers. (e) Technical Requirements. Institution and End Users shall be solely responsible for obtaining, configuring and maintaining any hardware, network connectivity and third -party software required to access the Service, including computers, operating systems, web browsers and storage devices. (f) Protection. Institution shall be solely responsible for protecting the confidentiality of Credentials and all activities undertaken using Institution Facilities. In the event that Institution becomes aware of any unauthorized use of the Service through Institution Facilities, Institution shall promptly give written notice to Kanopy of such unauthorized use and make reasonable efforts to eliminate such unauthorized use. Institution shall implement and maintain appropriate security policies and procedures and access control methodologies to safeguard access to the Service through Institution Facilities and to limit access to the Service to End Users. 3. Institution Content (a) Grant of Rights. Upon written request by Institution, and approval by Kanopy, Institution may upload Institution Content to the Service for hosting and streaming by Kanopy pursuant to this Agreement. If the parties agree to such an arrangement, during the applicable Access Term, Institution hereby grants Kanopy a limited, non-exclusive, non- sublicensable, royalty -free right and license to host, stream, exhibit, transmit, reproduce, publicly perform, publicly display and project Institution Content as necessary to make Institution Content available for viewing by End Users within the Service. For the avoidance of doubt, Kanopy will have complete discretion in regard to whether or not it will host content on behalf of Institution, and may choose to reject a request for any reason, including but not limited to, internal Kanopy polices relating to hosting Institution Content. (b) Assurances. In the event that Kanopy agrees to host content on behalf of Institution, Institution represents and warrants that: (i) it holds all necessary rights (including all intellectual property rights) and permissions to grant the rights under this Section 3 to Kanopy; and (ii) Institution Content does not violate any applicable laws or any rights of Page 2 of 4 another party, including any laws relating to defamation or indecency and any intellectual property or right of privacy or publicity. (c) Institution Ownership. In the event that Kanopy agrees to host content on behalf on Institution, Kanopy acknowledges and agrees that, as between Institution and Kanopy, Institution (or its licensors) owns all rights, title and interest (including all intellectual property) in and to Institution Content. 4. Fees and Taxes (a) Fees. Institution shall pay Kanopy the applicable fees set forth in each Order Form pursuant to the payment terms therein. If an Order Form does not specify payment terms, then payments thereunder shall be due net thirty (30) days after invoice. Amounts not paid when due shall be subject to interest at the rate of one and a half percent (1.5%) per month or the maximum rate permitted by law, whichever is less. (b) Taxes. Any and all amounts payable hereunder by Institution are exclusive of any sales, use, value-added, excise or other similar taxes (collectively, "Taxes"). Institution shall be solely responsible for paying all applicable Taxes. If Kanopy has the legal obligation to collect any Taxes, Institution shall reimburse Kanopy upon invoice by Kanopy. If Institution is required by law to withhold any taxes from its payments to Kanopy, Institution shall provide Kanopy with an official tax receipt or other appropriate documentation to support such payments and take reasonable steps to minimize such payments. 5. Intellectual Property (a) Kanopy Ownership. Institution acknowledges and agrees that, as between Kanopy and Institution, Kanopy (or its licensors)owns -all rights, title and interest (including all intellectual property) in and to the Service and Offerings. Kanopy reserves all rights not expressly granted under this Agreement. Suggestions. If Institution elects to provide or make available to Kanopy any suggestions, comments, ideas, improvements or other feedback relating to the Service or Offerings ("Suggestions"), Kanopy shall be free to use, disclose, reproduce, have made, modify, license, transfer and otherwise utilize and distribute Suggestions in any manner, without credit or compensation to Institution. 6. Term and Termination (a) Term. The term for this Agreement shall commence on the Effective Date and continue in effect for two years from the effective date or until all content credit is exhausted, whichever occurs first. (b) Suspension. Kanopy reserves the right to suspend Institution's and any End User's access to and use of the Service and Offerings in the event of any: (i) actual or reasonably suspected breach of Section 2 by Institution or any End User; provided, however, that Kanopy, where applicable, will use commercially reasonable efforts to limit suspension to each End User in breach of Section 2 or 3(b) and restore access upon elimination of the relevant breach; or (ii) failure by Institution to make any payment when due under this Agreement; provided, however that Kanopy will restore access upon Institution's payment of all outstanding fees. (c) Termination. Notwithstanding anything to the contrary, this Agreement may be terminated as follows: (i) by either party upon written notice to the other party; Provided, however that no Order Form is then in effect; (it) upon a material breach of this Agreement by a party, which breach is not cured within thirty (30) days after receipt of written notice from the other party; or (III) by either party in the event the other party becomes insolvent or bankrupt; becomes the subject of any proceedings under bankruptcy, insolvency or debtor's relief law; has a receiver or manager appointed; makes an assignment for the benefit of creditors; or takes the benefit of any applicable law or statute in force for the winding up or liquidation of such party's business. (d) Survival. Any provision that, by its terms, is intended to survive the expiration or termination of this Agreement shall survive such expiration or termination, including Sections: 3(b)(Assurances); 3 (Fees and Taxes); 5 (Intellectual Property); 6(d) (Survival); 7 (Representations and Warranties); 8 (Indemnification); 9 (Disclaimer of Warranties); 10 (Limitation of Liability); and 11 (Miscellaneous). PAL's shall also survive the expiration or termination of this Agreement, subject to payment of the Continuing Service Fee, as well as adherence to all relevant use restrictions. 7. Representations and Warranties Kanopy and Institution each represents and warrants to the other that: (a) it has the necessary power and authority to enter into this Agreement; (b) the execution and performance of this Agreement have been authorized by all necessary corporate or institutional action; (c) entry into and performance of this Agreement will not conflict with any provision of law or the certificate of incorporation, bylaws or comparable organizational documents of such party; (d) no action by any governmental entity is necessary to make this Agreement valid and binding upon such party; and (e) it possesses all governmental licenses and approvals necessary to perform its obligations under this Agreement. 8. Indemnification (a) Indemnification. To the extent permitted by applicable law, each party agrees that the other party and Its affiliates and licensors (collectively, "Indemnified Parties") shall have no liability for, and each party shall indemnify, defend and hold the other party's Indemnified Parties harmless against, any loss, damage, cost, liability and expense (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction or paid in settlement to the extent arising from any action or claim of a third party based upon a party's breach of Section 2(c) or 3(b) or infringement of such third party's copyright attributable to any materials provided by the party under this Agreement; provided. however that Kanopy shall have no obligation to indemnify Institution from any loss, damage, cost, liability or expense to the extent it arises from: (1) access to or use of the Service or any Offering in a manner that does not comply in all material respects with the terms and conditions of this Agreement or applicable laws or regulations; (ii) use of the Service or any Offering in combination with any materials not provided or approved by Kanopy; or (!it) Institution Content. In the event that the Service or any Offering becomes the subject of an indemnified claim or Kanopy reasonably determines that any Offering is likely to become the subject of an indemnified claim, Kanopy may, at its sole discretion: (1) procure for Institution a license as necessary for Institution to exercise the rights granted by Kanopy under this Agreement; (2) modify or replace the Service or Offering to avoid infringement, Provided, however that the Service or Offering as modified or replaced remains materially the same; or (3) issue to Institution a pro-rata refund of fees paid by Institution for the Service or Offering based upon the remainder of the Access Term. (b) Procedure. The indemnified party shall: (i) give the indemnifying party prompt written notice of any indemnified claim; provided. however that failure of the indemnified party to give such prompt written notice shall not relieve the indemnifying party of any obligation to indemnify pursuant to this Section 8, except to the extent the indemnifying party has been prejudiced thereby; (li) cooperate fully with the indemnifying party, at the indemnifying party's expense, in the defense or settlement of any indemnified claim; and (iii) give the indemnifying party sole and complete control over the defense or settlement of any indemnified claim; Provided, however that any settlement must include a complete release of the indemnified party without requiring the indemnified party to make any payment or bear any obligation. 9. DISCLAIMER OF WARRANTIES THE SERVICE, OFFERINGS AND ALL OTHER MATERIALS PROVIDED BY KANOPY UNDER THIS AGREEMENT (COLLECTIVELY, "KANOPY MATERIALS") ARE PROVIDED "AS IS,— "AS AVAILABLE" AND "WITH ALL FAULTS." KANOPY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXCEPTAS SET FORTH IN SECTION 7), EXPRESS OR IMPLIED, INCLUDING: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (B) ANY WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS OF THE Page 3 of 4 KANOPY MATERIALS, OR THAT USE OF THE KANOPY MATERIALS WILL BE ERROR -FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET INSTITUTION'SOR END USERS' REQUIREMENTS. 10. LIMITATION OF LIABILITY OTHER THAN WITH RESPECT TO KANOPY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8(a): (A) IN NO EVENT SHALL KANOPY OR ITS AFFILIATES AND LICENSORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR COST OF COVER, ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE KANOPY MATERIALS, SUCH AS ANY MALFUNCTION, DEFECTOR FAILURE OF ANY KANOPY MATERIALS, EVEN IF KANOPY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE; AND (B) IN NO EVENT SHALL KANOPY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES RECEIVED BY KANOPY FROM INSTITUTION UNDER THIS AGREEMENT IN THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENTS GIVING RISE TO LIABILITYAROSE. 11. Miscellaneous (a) Independent Contractors. The relationship between Kanopy and Institution established by this Agreement is solely that of independent contractors. Neither party is In any way the partner or agent of the other, nor is either party authorized or empowered to create or assume any obligation of any kind, implied or expressed, on behalf of the other party, without the express prior written consent of such other party. (b) Notice. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and sent to the parties as follows: (i) if to Kanopy, at the address set forth for Kanopy in the signature page herein, Attn: Legal Department, or, if different, in the most recent Order Form; (ii) if to Institution, at the address set forth for Institution in the signature page herein or, if different, in the most recent Order Form. (c) Assignment. Institution may not assign this Agreement, or assign or delegate any right or obligation hereunder, by operation of law or otherwise without the prior written consent of Kanopy. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. (d) No Third -Party Beneficiaries. Nothing in this Agreement shall confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns. (e) Interpretation. For the purposes of this Agreement: (i) the words "such as," "include," "includes" and "including" shall be deemed to be followed by the words "without limitation;" (ii) the word "or" is not exclusive; and (ill) the words "herein," 'hereof, "'hereby," "hereto" and "hereunder" refer to this Agreement as a whole. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. (f) Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous or contemporaneous oral or written negotiations or agreements with respect to such subject matter. (g) Amendment. This Agreement may not be amended except in a writing executed by an authorized representative of each party. (h) Severability. If any provision of this Agreement shall be held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this Agreement. (i) Governing Law. This Agreement shall be governed by and construed and enforced, without regard to conflict of laws principles, in accordance with: (1) if Institution is domiciled in the United States or Canada, the laws of the state or province in which Institution is domiciled; or (ii) if Institution is domiciled outside the United States and Canada, the laws of the country in which Institution is domiciled. The United Nations Convention on Contracts forthe International Sale of Goods is specifically excluded from application to this Agreement. 0) No Waiver. The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at anytime thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Any waiver of the provisions of this Agreement, or of any breach or default hereunder, must be set forth in a written instrument signed by the party against which such waiver is to be enforced. (k) U.S. Government Entities. This section applies to access to or use of the Service by a branch or agency of the United States Government ("U.S. Government"). The Service includes "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 and qualifies as "commercial items" as defined in 48 C.F.R. 2.101. Such Items are provided to the United States Government: (1) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The U.S. Government shall acquire only those rights set forth in this Agreement with respect to the such Items, and any access to or use of the Service by the U.S. Government constitutes: (1) agreement by the U.S. Government that that such items are "commercial computer software" and "commercial computer software documentation" as defined in this section; and (2) acceptance of the rights and obligations herein. (1) Force Maieure. Except with respect to payment obligations under Section 3, neither party shall be liable for any failure to perform under this Agreement to the extent due to any act of God, fire, casualty, flood, war, strike, lock out, failure of public utilities, injunction or any act, exercise, assertion or requirement of any governmental authority, epidemic, destruction of production facilities, insurrection or any other cause beyond the reasonable control of the party invokingthis provision. (m) Confidentiality. Each party acknowledges and agrees that it shall treat the terms and conditions of this Agreement, including any pricing information, as confidential information and not disclose such information to any third party except to the extent required by applicable law. For the avoidance of doubt, the parties acknowledge and agree that Kanopy may identify Customer as a Kanopycustomer, and Customer may identify Kanopy as a provider of content to Customer. (n) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. (o) Insurance Requirements. Kanopy shall procure and maintain for the duration of the Agreement, Insurance requirements as detailed in Exhibit A, attached hereto and incorporated by reference to this Agreement. Page 4 of 4 EXHIBIT A Exhibit A — Insurance Requirements Kanopy shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with products and materials supplied to the City. The cost of such insurance shall be borne by Kanopy. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 00 01) and include products coverage. Minimum Limits of Insurance Coverage shall be at least as broad as Insurance Services Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. If Kanopy maintains broader coverage and/or higher limits than the minimums shown above the Cityquires and shall be entitled to the broader coverage and/or the higher limits maintainedby the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require Kanopy to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions Additional Insured Status The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Kanopy including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Kanopy's insurance at least as broad as ISO Form CG 20 10 1185 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). Primary Coverage For any claims related to this contract, Kanopy's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 O1 04 13 as respects 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 excess of Kanopy's insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, exceptwith notice to the City. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. verification of Coverage Kanopy shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Kanopy's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Waiver of Subrogation Kanopy hereby grants to the City a waiver of any right to subrogation which any insurer of said Kanopy may acquire against the City by virtue of the payment of any loss under such insurance. Kanopy agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer Special Risks or Circumstances City reserves the right to modify these requirements at any time, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Francine R. Digitallysignedby Francine R. Villareal Villareal Date: 2022.01.28 14:47:13-08'00' CERTIFICATE 4F LIABILITY INSURANCE ATE(MM1 MO22 Gtmno2x F 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. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the poliay(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). PRODUCER Aon Risk Services Central, Inc. Philadel hia PA Dffice CONTACT M a2HN , ; (866) 283-7122 FAIIC Nc a (600) 363-0105 E-MAIL ADDRESS: 100 North 18th street 15th Floor INSURER(S) AFFORDING COVERAGE NAiC v Philadelphia PA 19103 USA INSURED INSURERA: National Fire Ins. Co. of Hartford 20479 Kanopy, Inc. 781 Beach Street Suite 2nd Floor San Francisco CA 94109-1254 USA INSURERB: Indian Harbor insurance company 36940 INSURER C: The continental Insurance company 35289 INSURER D: Transportation Insurance CO. 20494 INSURERB: Valley Forge insurance Co 120508 INSURER F: COVERAGES CERTIFICATE NUMBER_ 5/0U913tT14hh REVISION NLIMRER_ THIS 1S 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 EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR TYPE OFINSURANC€ ADDL SUER POLICY POLICY EFF PQLICY EXP LOAM A X COMMERCIAL GENERALLtABILRY Y 608OG88803 0 10 V0295a EACH OCCURRENCE $1,000,000 CLAIMS•MAOE X OCCUR DAMAGETORENTED PREMIS S Ea ocwrrenca 000 $1, 000 , MED EX? (Any one person) $15 , 000 .. PERSONAL&ADVIN[A)hY $1,000,000 GENLAGGREG(ATTE—L�IMITAPPLIES PFR GENERAL AGGREGATE $2,000,000 X POLICY I IPAO. JECT �LOC I --I PRODUCTS -COMPIOPAGG $2,000,000 OTHER: E AUTOMOBILE LULBILLTY Y BUA 6080688817 06/09/2021 06/09/2022 COMBINEDSINrmt1mIT $1,(i00,Q0(i BODILY INJURY ( Per person) X ANYAUTO BODILY INJURY (Par acddent) OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAUfOS NON.OWNED PROPERTYDAMAGE Per accident ONLY AUTOS ONLY C X UMBRELLA L[AB X OCCUR CUE6080688848 06/09/2021 06/09/2022 EACH OCCURRENCE $15,000,000 AGGREGATE $15 , 000 , 000 EXCESS LtAB CLAIMS -MADE ICED X RETENTION $10,000 C WORKFRSCOMPENSAY10MAXD WC680688920 06/09/2021 06/09/2022 X I PER STATUTE OTN EMPLOYERS' LIABL TY YIN WC (ADS) E.L.EACH ACCIDENT $1,000,000 D PROPIRMTOR PARTNER 7 xECUTiVE N O WC680689834 06/09/2021 06/09/2022 FI ER1M BM"CLU EDI {Mandatory In NH) NIA WC (CA) E.L. D:SEASE-EA EMPLOYEE $1,000,000 If ye3. OESCRIunder PT ON OF OPERATIONS below E.L. DrSEASE-POLICY LIMIT 11,000,000 B Cyber Liability MTP904130201 07/09/2021 07/09/2022 Per Claim/Aggregate $5,000,000 Tech E&0 / Prof Liab SIR per Aggregate $750,000 SIR applies per policy ter I ns & condi ions DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101. AddMonal Remarks Schedule, may he attached a more space Is required) City of Santa Ana, Risk management, it's officers, employees, agents, representatives and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. General Liability policy evidenced herein is Primary and Noncontributory to other insurance available to an Additional Insured, but onlyy ' accordance with the policy's provisions. • should any of the above policies be canceled or modified the certificate holder shall receive a 30 days prior written notice. CERTIFICATE HOLDER CANCELLATION Tft SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL. BE DELIVERED rN ACCORDANCE WITH THE POLICY PROVISIONS. city of Santa Ana AUTHORIZED REPRESENTATIVE Risk Management Division 20 civic Center Plaza, 4th floor r llr� Santa Ana CA 92702 USA C✓..1� 01988.2015 ACORD CO ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Risk Management Divilsbn ,F RE1/IEWED & APPROVM BY. �, ,' I'MT!� Risk Management Analyst CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: 1. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured an this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. But if the written contract requires: A. additional insured coverage under the 11-85 edition,10-93 edition, or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or B. additional insured coverage with "arising out of language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph 1. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as'an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: Page 1 of 2 Nat'l Fire Ins Co of Hartford Insured Name: OVERDRIVE HOLDINGS, INC. Copyright CNA All Rights Reserved. includes copyrighted material of Insurance Services Office, Inc., with its a Riakhteugement Divisian IL RMAEWED & APPROVED BT �— —� Risk h4anagement Analy5t CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c, if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization 1 Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above, Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded -by endorsement to this Coverage Part. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that -other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph I.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY— EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE GNA74872XX (1-15) Page 5 of 14 Nat'l. Fire Ins Co of Hartford Insured Name: OVERDRIVE HOLDINGS, Copyright CNA All Rights Reserved. Poli Endorsem oR, RiAMmagmaaDivisimt Effectiv a fl x REVIEWED & APPRQVm BY. INC. , Includes copyrighted material of Insurance Services Office, Inc., with its Risk Management Analyst CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL. GENERAL LIABILITY COVLRAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. 11. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or B. additional insured coverage with "arising out of language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. Ill. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL, LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: CNA75079XX (10-16) Poll Page 1 of 2 EndorseME RiakMarwgementDMsfnn Nat'l Fire Ins Co of Hartford EffectiVE 7SIL RmAF-wED&APPROVED 13Y.- Insured Name: OVERDRIVE HOLDINGS, INC. copyright GNA All Rights Reserved. Includes copyrighted material of Insurance Services Office. Inc., with its �__,� Risk Management Analyst CNA CNA PARAMOUNT Technology General Liability Extension Endorsement A. is included within the General Aggregate limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled. Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2, your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect -or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74872XX (1-15) Page 14 of 14 Nat'l Fire Ins Co of Hartford Insured Name: OVERDRIVE HOLDINGS, Copyright CNA Al Rights Reserved. Poll---------- EndorsemE RiskMmogmaaDivisimt EffectlV flex REVIEWED & APPROVED BY. INC. ', Includes copyrighted material of Insurance Services Office, Inc., with its _ Risk Management Analyst DNA LESSOR.-. ADDITIONAL INSURED AND LOSS PAYEE Business Auto Policy Policy Endorsement THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: OVERDRIVE HOLDINGS, INC. Endorsement Effective Date: 06/09/2021 SCHEDULE Insurance Company: Valley Forge Insurance Company Policy Number: 6080688817 Effective Date: 06/09/2021 Expiration Date: 06/09/2022 Named Insured: OVERDRIVE HOLDINGS, INC. Address: 1 OVERDRIVE WAY CLEVELAND, OH 44125-5385 Additional Insured (Lessor): Address: Designation Or Description Of "Leased Autos": Coverages Limit Of Insurance Liability $1,000,000 Each"Accident" Comprehensive Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Refer to Declarations Deductible For Each Covered "Leased Auto" Collision Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Refer to Declarations Deductible For Each Covered "Leased Auto" Specified Causes Of Loss Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Deductible For Each Covered "Leased Auto" Form No: CA 20 01 10 13 Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 2, Page: 1 of 2 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 el Copyright Insurance Services Office, Inc.r 2011 Kim wuuuq;anenL uLmLun �r/ a RBAEWED & APPROVED BY: z f MapM Risk Management Analyst CNA Business Auto Policy Policy Endorsement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Coverage 1. Any "leased auto" designated or described in the Schedule will be considered a covered "auto" you own and not a covered "auto" you hire or borrow. 2. For a "leased auto" designated or described in the Schedule, the Who Is An Insured provision under Covered Autos Liability Coverage is changed to include as an "insured" the lessor named in the Schedule. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: a. You; b. Any of your "employees" or agents; or c. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. 3. The coverages provided under this endorsement apply to any "leased auto" described in the Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the "leased auto", whichever occurs first. B. Loss Payable CIause 1. We will pay, as interest may appear, you and the lessor named in this endorsement for "loss" to a " leased auto". 2. The insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. 3. if we make any payment to the lessor, we will obtain his or her rights against any other party. C. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. D. The lessor is not liable for payment of your premiums. E. Additional Definition As used in this endorsement: "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra " auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. Form No: CA 20 01 10 13 Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 2; Page. 2 of 2 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 0 Copyright Insurance Services Office, Inc., 2011 �w F an RiakMagmwdDMsbn REVIEWED&,0VPROVmBY: — —� Risk Management Analyst CNA WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) Business Auto Policy Policy Endorsement THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: OVERDRIVE HOLDINGS, INC. Endorsement Effective Date: 06/09/2021 SCHEDULE Name(s) Of Person(s) Or Organization(s). ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Form No: CA 04 44 10 13 Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 1; Page: 1 of 1 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 0 Copyright Insurance Services Office, Inc., 2011 Risk Management Division REVIEWED & APPROVED BY: a Risk Management Analyst CNA Workers Compensation And Employers Liability Insurance Policy Endorsement WAIVER OF OUR RIGHT TO RECOVER. FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 00 03 13 04-19841 Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 2; Page: 1 of 1 Underwriting Company; The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright 1983 National Council on Compensation Insurance. Risk Managemenf Division flex REMEWED & APPRQVED BY: F . 1 MW Risk Management Analyst Angie Digitally signed by Angie Acevedo r_%_4._.-%f%-%-% f%c -%� A �® CERTIFICATE OF LIABILITY AaweidQ v .-1108,�,00, THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON TVd 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. 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). PRODUCER Aon Risk Services Central, Inc. Philadelphia PA Office CONTACT NAME: (A/CN o. Ext): C866) 283-7122 C No.): (800) 363-0105 E-MAIL ADDRESS: 100 North 18th street 15th Floor INSURER(S) AFFORDING COVERAGE NAIC # Philadelphia PA 19103 USA INSURED INSURER A: Indian Harbor Insurance Company 36940 Kanopy, Inc. 781 Beach Street suite 2nd Floor San Francisco CA 94109-1254 USA INSURER B: The Continental Insurance Company 35289 INSURERC: Valley Forge Insurance Co 20508 INSURER D: National Fire Ins. Co. of Hartford 20478 INSURERE: Transportation Insurance Co. 20494 INSURER F. COVERAGES CERTIFICATE NUMBER: 570093500211 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, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS D X COMMERCIAL GENERAL LIABILITY 09 2023 EACH OCCURRENCE $1, 000, 000 CLAIMS -MADE X❑ OCCUR PREMISES Ea occurrence $1, 000, 000 MED EXP (Any one person) i15,000 PERSONAL& ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY ❑ PRO ❑ LOC JECT PRODUCTS - COMP/OP AGG $2,000,000 OTHER: C AUTOMOBILE LIABILITY Y BUA 6080688817 06/09/2022 06/09/2023 COMBINED SINGLE LIMIT Ea accident $1, 000, 000 BODILY INJURY ( Per person) X ANY AUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLY AUTOS HI RED AUTOS NON -OWNED PROPERTY DAMAGE ONLY AUTOS ONLY Per accident B X UMBRELLA LIAB X OCCUR CUE6080688848 06/09/2021 06/09/2022 EACH OCCURRENCE $15,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $15,000,000 DED I X RETENTION $10, 000 B WORKERS COMPENSATION AND WC680688820 06/09/2022 06/09/2023 X I PER STATUTE I OTH- ER EMPLOYERS' LIABILITY Y/ N WC (ADS) E.L. EACH ACCIDENT $1, 000 , 000 E ANY PROPRIETOR / PARTNER / EXECUTIVE WC6080688834 06/09/2022 06/09/2023 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N/A WC (CA) E.L. DISEASE -EA EMPLOYEE $1, 000, 000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1, 000, 000 A Cyber Liability MTP904130201 07/09/2021 07/09/2022 Per Claim/Aggregate $5,000,000 Tech E&O / Prof Liab SIR per Aggregate $750,000 SIR applies per policy terns & condi ions DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) City of Santa Ana, Risk Management, it's officers, employees, agents, representatives and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. General Liability policy evidenced herein is Primary and Non -Contributory to other insurance available to an Additional Insured, but only in accordance with the policy's provisions. • Should any of the above policies be canceled or modified the certificate holder shall receive a 30 days prior written notice. CERTIFICATE HOLDER CANCELLATION City of Santa Ana Risk Management Division 20 Civic Center Plaza, 4th floor Santa Ana CA 92702 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ar N 0 co 0 0 r- O Z O R V U Risk kluagment Division E REVIEWED & PROVED BY: Aeevaa '�--'Risk Management Specialist CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: 1. WHO IS AN INSURED is amended to include as an Insured any person or organization whore you are required by written contract to add as an additional insured an this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. But if the written contract requires: A. additional insured coverage under the 11-85 edition,10-93 edition, or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or B. additional insured coverage with "arising out of language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph 1. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of. A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as'an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part; CNA75079XX (10-16) Pc'°- ".,...."..--- Page 1 of 2 Endotrsee DMslan Nat'l Fire Ins Cc of Hartford Effecth ;%n eo REVAEWED&APPROVED BY. - Insured Name: OVERDRIVE HOLDINGS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with it '��--'Risk Management Specialist CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c, if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization/ Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement,, and such work has not been excluded -by endorsement to this Coverage Part. 2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that -other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph I.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY— EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE GNA74872XX (1-15) P�� Page 5 of 14 Endorser Nat'l Fire Ins Co of Hartford Effect! ;i n E o REvAEWED&APPROvmBY: Insured Name: OVERDRIVE HOLDINGS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office, Inc., with '��--'� Rfsk Management Specialist CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. 11. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or B. additional insured coverage with "arising out of language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. Ill. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL. LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: CNA75079XX (10-16) P� Page 1 of 2 Endorsen RA Muagmad Division Nat'l Fire Ins Co of Hartford Effectii sin E REvAEWED&APPROVrDBY: Insured Name: OVERDRIVE HOLDINGS, INC. �vul o copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with 11 e — Rfslc Management ee CNA CNA PARAMOUNT Technology General Liability Extension Endorsement A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled. Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect -or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74872XX (1-15) Page 14 of 14 Nat'l Fire Ins Co of Hartford Insured Name: OVERDRIVE HOLDINGS, INC. Copyright CNA All Rights Reserved. includes copyrighted material of insurance Services Office, Inc., with Nt... rnnnfa0bn7 Ride UlMsian E `P o � REVIEWED & APPROVED BY: e Aeevaa '�--'Rfsk Management Specialist CNA LESSOR.- ADDITIONAL INSURED AND LOSS PAYEE Business Auto Policy Policy Endorsement THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: OVERDRIVE HOLDINGS, INC. Endorsement Effective Date: 06/09/2021 SCHEDULE Insurance Company: Valley Forge Insurance Company Policy Number: 6080688817 Effective Date: 06/09/2021 Expiration Date: 06/09/2022 Named Insured: OVERDRIVE HOLDINGS, INC. Address: 1 OVERDRIVE WAY CLEVELAND, OH 44125-5385 Additional Insured (Lessor): Address: Designation Or Description Of "Leased Autos": Coverages Limit Of Insurance Liability $1,000,000 Each"Accident" Comprehensive Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Refer to Declarations Deductible For Each Covered "Leased Auto" Collision Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Refer to Declarations Deductible For Each Covered "Leased Auto" Specified Causes Of Loss Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Deductible For Each Covered "Leased Auto" Form No: CA 20 01 10 13 Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 2; Page: 1 of 2 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 g' Copyright Insurance Services Office, Inc., 2011 TI... DI IA CAOM0000I� Ride Muagmad DlMsian E `P o � REVIEWED & APPROVED BY: Aeevaa '�--'Rfsk Management Specialist CNA Business Auto Policy Policy Endorsement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Coverage 1. Any "leased auto" designated or described in the Schedule will be considered a covered "auto" you own and not a covered "auto" you hire or borrow. 2. For a "leased auto" designated or described in the Schedule, the Who Is An Insured provision under Covered Autos Liability Coverage is changed to include as an "insured" the lessor named in the Schedule. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: a. You; b. Any of your "employees" or agents; or c. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. 3. The coverages provided under this endorsement apply to any "leased auto" described in the Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the "leased auto", whichever occurs first. B. Loss Payable CIause 1. We will pay, as interest may appear, you and the lessor named in this endorsement for "loss" to a " leased auto". 2. The insurance covers the interest of the lessor unless the "Ioss" results from fraudulent acts or omissions on your part. 3. if we make any payment to the lessor, we will obtain his or her rights against any other party. C. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. D. The lessor is not liable for payment of your premiums. E. Additional Definition As used in this endorsement: "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra " auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. Form No: CA 20 01 10 13 Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 2; Page: 2 of 2 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 * Copyright Insurance Services Office, Inc., 2011 lire rdn• R11A AnAnAARR17 Ride kluagment DMsian E REVIEWED & APPROVED BY: e Aeevaa '�--'Risk Management Specialist CNA WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST" OTHERS TO US (WAIVER OF SUBROGATION) Business Auto Policy Policy Endorsement THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: OVERDRIVE HOLDINGS, INC. Endorsement Effective Date: 06/09/2021 SCHEDULE Name(s) Of Person(s) Or Organization (s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Form No: CA 04 44 10 13 Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 1; Page: 1 of 1 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 11 Copyright Insurance Services Office, Inc., 2011 Nn- RIIA RrIRrIRRRR17 Ride kluagment DlMsian E `P o � REVIEWED & APPROVED BY: Aeevaa '�--'Rfsk Management Specialist CNA Workers Compensation And Employers Liability Insurance Policy Endorsement WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone Gable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 00 03 13 104-1984I Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 2; Page: 1 of 1 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright 1983 National Council on Compensation Insurance. Pnlinv Nnc we 6 80689820 Risk kluagment DlMsian E oy N,`P' REVIEWED & APPROVED BY: e Aeevaa '�--'Rfsk Management Specialist Tori Pierson Dattea202206.222095030e07'00' —1 '`'� `� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 06/16/2022 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. 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). PRODUCER Aon Risk services central, Inc. Philadelphia PA Office CONTACT NAME: PHONE (A/CC.No. Ext): (866) 283-7122 A/X No.): (800) 363-0105 E-MAIL 100 North 18th Street 15th Floor ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # Philadelphia PA 19103 USA INSURED INSURERA: Indian Harbor Insurance company 36940 KANOPY INC INSURER B: The continental Insurance company 35289 One OverDrive Way Cleveland OH 44125 USA INSURERC: National Fire Ins. co. of Hartford 20478 INSURER D: Transportation Insurance CO. 120494 INSURER E: Valley Forge Insurance co 120508 INSURER F: COVERAGES CERTIFICATE NUMBER: 570093689159 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, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DDNYYY POLICY EXP MM/DD/YYyYL LIMITS C X COMMERCIAL GENERAL LIABILITY 6080688803 06/09/2022 06 09 2023 EACH OCCURRENCE $1,000,000 CLAIMS -MADE X❑OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $1,000,000 MED EXP (Any one person) $15 , 000 PERSONAL &ADV INJURY $1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY ❑ PRO- LOC ❑ PRODUCTS - COMP/OP AGG $2,000,000 ECT OTHER: B AUTOMOBILE LIABILITY BUA 6080688817 06/09/2022 06/09/2023 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY( Per person) X ANYAUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAUTOS NON -OWNED PROPERTY DAMAGE ONLY AUTOS ONLY Per accident B CUE6080688848 06/09/2022 06/09/2023 $15,000,000 X UMBRELLA LIAB X OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS -MADE AGGREGATE $15 , 000, 000 DED I X RETENTION $10,000 E WORKERS COMPENSATION AND Wc680688820 06/09/2022 06/09/2023 X I PER STATUTE I OTH EMPLOYERS' LIABILITY Y/N WC (AOS) E.L. EACH ACCIDENT $1,000,000 D ANY PROPRIETOR/ PARTNER/ EXECUTIVE N wc608O688834 06/09/2022 06/09/2023 OFFICER/MEMBEREXCLUDED' (Mandatory in NH) N/A WC (CA) E.L. DISEASE -EA EMPLOYEE $1,000,000 under DESCRIPTION OF OPERATIONS below DESCRIPTION I E.L. DISEASE -POLICY LIMIT $1,000,000 A Cyber Liability MTP904130201 07/09/2021 07/09/2022 Aggregate $5,000,000 claims Made SIR per Aggregate $750,000 SIR applies per policy terns & condi ions DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. `w City of Santa Ana AUTHORIZED REPRESENTATIVE Risk Management Division 20 civic center Plaza, 4th Floor Santa Ana CA 92702 USA IQL Risk MardgmwilUikem. t 7— Awe w ©1988-2015 ACORD CORPOF --•-' "' Rrsl<6wW n gen e e CYe icatPsdie ACORD 25 (2016/03) The ACORD name and logo are registered marks ofACORD CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: 1. WHO IS AN INSURED is amended to include as an Insured any person or organization whore you are required by written contract to add as an additional insured an this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. But if the written contract requires: A. additional insured coverage under the 11-85 edition,10-93 edition, or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or B. additional insured coverage with "arising out of language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph 1. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of. A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as'an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part; --- CNA75079XX (10-16) Poll( Page 1 of 2 Endorseme 7� Nat'l Fire Ins Cc of Hartford Effective MOP Insured Pdslc M1rAan«ac�enrenx CYenraYP,iic�e Insured Name: OVERDRIVE HOLDINGS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its f.......�._,.. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c, if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization/ Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement,, and such work has not been excluded -by endorsement to this Coverage Part. 2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that -other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph I.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY— EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE GNA74872XX (1-15) Page 5 of 14 Nat'l. Fire Ins Co of Hartford Insured Name: OVERDRIVE HOLDINGS, Copyright CNA All Rights Reserved. Poli - --Risk --- -- 1. N� Ends. ED orsem� �� Effective INC. Ri,k M1r9.—g--t QY i-(Psdie Includes copyrighted material of Insurance services Office, Inc., with Its,. _ .. CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. 11. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or B. additional insured coverage with "arising out of language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO 1S AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. Ill. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL. LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: CNA75079XX (10-16) Page 1 of 2 Nat'l Fire Ins Co of Hartford Insured Name: OVERDRIVE HOLDINGS, copyright CNA All Rights Reserved. Poll, - ----- gmu"I Y. Endorseme REve&Eo'E"` Effective 7 �a INC. Ri,1 nagcnxri4 CYe ira(Psdie Includes copyrighted material of Insurance Services Office, Inc., with Its F_.....__._... CNA CNA PARAMOUNT Technology General Liability Extension Endorsement A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled. Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect -or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74872XX (1-15) Page 14 of 14 Nat'l Fire Ins Co of Hartford Insured Name: OVERDRIVE HOLDINGS, Copyright CNA All Rights Reserved. Poli - -" ---� to Y. rt r w o ED t . N� Endorseme Effective INC. VYisl<M19 nagcnxri4 Cre irarPsdie Includes copyrighted material of insurance Services Office, Inc., with its ,_ - CNA LESSOR.- ADDITIONAL INSURED AND LOSS PAYEE Business Auto Policy Policy Endorsement THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: OVERDRIVE HOLDINGS, INC. Endorsement Effective Date: 06/09/2021 SCHEDULE Insurance Company: Valley Forge Insurance Company Policy Number: 6080688817 Effective Date: 06/09/2021 Expiration Date: 06/09/2022 Named Insured: OVERDRIVE HOLDINGS, INC. Address: 1 OVERDRIVE WAY CLEVELAND, OH 44125-5385 Additional Insured (Lessor): Address: Designation Or Description Of "Leased Autos": Coverages Limit Of Insurance Liability $1,000,000 Each"Accident" Comprehensive Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Refer to Declarations Deductible For Each Covered "Leased Auto" Collision Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Refer to Declarations Deductible For Each Covered "Leased Auto" Specified Causes Of Loss Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Deductible For Each Covered "Leased Auto" Form No: CA 20 01 10 13 Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 2; Page: 1 of 2 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 Po Ris- k -- QlNown Po REmEwEo & AmovED Ryr Po 7 ;Vzooao u "•.'Giisl<M1r9::anagcnxri4CYerira(Psdie g' Copyright Insurance Services Office, Inc., 2011 CNA Business Auto Policy Policy Endorsement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Coverage 1. Any "leased auto" designated or described in the Schedule will be considered a covered "auto" you own and not a covered "auto" you hire or borrow. 2. For a "leased auto" designated or described in the Schedule, the Who Is An Insured provision under Covered Autos Liability Coverage is changed to include as an "insured" the lessor named in the Schedule. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: a. You; b. Any of your "employees" or agents; or c. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. 3. The coverages provided under this endorsement apply to any "leased auto" described in the Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the "leased auto", whichever occurs first. B. Loss Payable CIause 1. We will pay, as interest may appear, you and the lessor named in this endorsement for "loss" to a " leased auto". 2. The insurance covers the interest of the lessor unless the "Ioss" results from fraudulent acts or omissions on your part. 3. if we make any payment to the lessor, we will obtain his or her rights against any other party. C. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. D. The lessor is not liable for payment of your premiums. E. Additional Definition As used in this endorsement: "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra " auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. Form No: CA 20 01 10 13 Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 2; Page: 2 of 2 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 Po Ris- k --- QMbwm Po ra ovm-� r Po �N ."'."•.�'rirsl<M1r9::anagcnxr,4CYerira(Psdie * Copyright Insurance Services Office, Inc., 2011 CNA WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST" OTHERS TO US (WAIVER OF SUBROGATION) Business Auto Policy Policy Endorsement THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: OVERDRIVE HOLDINGS, INC. Endorsement Effective Date: 06/09/2021 SCHEDULE Name(s) Of Person(s) Or Organization (s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Form No: CA 04 44 10 13 Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 1; Page: 1 of 1 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 Pal --- - ---------- a ovED r Zra � uNi ."'."• "; riisl<M1r9::anagcnxri4CYerira(Psdie 11 Copyright Insurance Services Office, Inc., 2011 C VA Workers Compensation And Employers Liability Insurance Policy Endorsement WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone Gable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 00 03 13 104-1984I Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 2; Page: 1 of 1 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 PC -----Risk MwdgmmlMbwm. Pc 1EwE.9 & Apnovm Byr PC uN� 70,x ��r�:odo ."'."'; VYisl<M1r9::anagcnxri4CYerira(Psdie Copyright 1983 National Council on Compensation Insurance. NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Kanopy, Inc. Name: Project N-2022-007 Number: Project Master Agreement - Kanopy Name: The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: POLICY EXPIRATION TYPE OF INSURANCE COI DATE FILE NAME NUMBER DATE Kanopy Inc CL GENERAL LIABILITY 6080688803 06/09/2023 06/16/2022 COI Exp 7-9-22 RMD06222022.pdf Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 2/2/2023 11:20 AM