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HomeMy WebLinkAboutOVERDRIVE INC. - 2018INWif'AN4L ON �= _ . A-2018-Q39 WORK klik PR! XIEED UN11 VMStlRAN `e LXPir s 1- ci.l�t�orccu wit mrE: A R 0 2 281kGREEMENT TO PROVIDE AN eBOOK CONTENT PLATFORM FOR THE SANTA ANA PUBLIC LIBRARY COLLECTION 511VLA Cti i THIS AGREEMENT is made and entered into this 20th day of February, 2018 by and between OverDrive, Inc., a Delaware corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). A. On December 14, 2017, the City issued a Request for Proposal ("RFP") No. 17-141, by which it sought a consultant to provide an eBook content platform and electronic resource content for the Santa Ana Public Library collection and compatible with its integrated library system. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that Consultant is able and willing to provide the services described in the scope of work that was included in RFP No. 17-141 and further delineated in Exhibit A. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform the services that are described in Exhibit A including but not limited to hosting a digital online c-library providing e-books in both English and Spanish, audio books in both English and Spanish, streaming videos, young adult content and teen content. Consultant's proposal dated December 29, 2017 and is incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exbibit B. The total amount to be expended during the term of this Agreement shall not exceed $108,000. The annual amount to be expended shall not exceed $36,000 which entails a, $6,000 yearly hosting fee and $30,000 per year for content. b. Consultant agrees and understands that the continuation of this Agreement for years 2 and 3 is contingent upon the City obtaining available funding for these services. Should funding not become available, the Agreement is subject to termination as detailed below in Section 15. Page I of 8 c. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on March 1, 2018 for a three (3) year term until February 28, 2021, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional mariner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be Page 2 of 8 limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. Page 3 of 8 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terns of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and snake transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Page 4 of 8 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terns of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. Page 5 of 8 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and Page 6 of 8 in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 20. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Parks, Recreation and Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-75) P.O. Box 1988 Santa Ana, California 92702 Fax:714-627-4211 To Consultant: OverDrive, Inc. One OverDrive Way Cleveland, OH 44125 Attn: General Counsel Fax 216-573-6889 Sonia R. Carvalho City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: 714- 647-6515 Page 7 of 8 A Patrty tray chrunge its address by gig ing notice in avritittg, tot ie tlthcr party. IThtrrcafie r. any communication ,hall be addressed and transmitted to the new address. It' sent by nail, Communication shall be effective or deemed to h.tvc been gi%eu three t 31 trays after it has beam deposited in the Gunned `~;rates mail, duly registered or certified, with postage prepaid, and addressed as set Arth above. If sent by far. communication All he ePLc°cke or deemed Lo We bee❑ given twenty-four (24) hours after the time set 'Forth on the transmission report issued by the transmitting facAmile nachine., addressed as set fiorth above. I -or purposes of calculating these time fratneS, nvaekends, federal, state, County or City holidays shall be excluded, IN WITFIES5 WHEREOF, the parties hereto have executed this Agreement the date and year first above Written. ATTEST: — ��c � �Fn Maria D. Huizar Clerk of the Council APPRO4 D AS TO FORAI: SOMA R. C7ARVAL110 City Attorney Laura A. Rossini Senior Aisis'tant City Attorney RECOMkIENDEU FOR APPROVAL: G E,RAR DO i� iOL ET Executive. nirc4w Parks, Recreation tend Community Services Agcnoy haul CPodrnez II City Manager Title: General Counsel Pang; & Or 8 EXHIBIT A SCOPE OF SERVICES she immediately entered the book industry full time and has fallen in love with it ever since. Sarah has been an Account Specialist with OverDrive for two years and she currently works with West Coast libraries from Alaska to Hawaii. In the event of Sarah's unavailability, her manager, Leslie Prusinski will assist with any matters that may arise. Meghan Volchko, Collection Development Specialist: Meghan assists Santa Ana and other public libraries develop their collections through reporting and analysis, budgeting, marketing programs like book clubs, and more. Meghan's love of libraries started early, hiding in the book drop while her grandmother worked the circulation desk at her local public library. Meghan graduated with an MLIS from Kent State University, then worked in academic libraries until coming to OverDrive in 2014, where she has worked for the last 3 years with public libraries on the West Coast and in Arizona. In the event of Meghan's absence, the OverDrive Collection Development Analyst for Santa Ana Public Library, Emma Dwyer, or her director, Karen Estrovich, will assist with any collection development needs. Sarah and Meghan will utilize their work time as necessary to provide any and all assistance requested by Santa Ana Public Library related to the OverDrive service. OverDrive does not utilize subcontractors to provide the services proposed in this bid. Implementation Plans As an existing OverDrive customer, there would be no required new implementation to maintain the current service for the start of a new contract. The following provides information regarding the OverDrive platform, support options, and features, including specific options currently utilized by Santa Ana Public Library- such as the multilingual interface and availability of Kindle format (available for library lending only from OverDrive). Authentication Santa Ana Public Library connects to OverDrive through their TLC system in order to validate patrons. They are currently using a SIP connection in order to provide seamless access to users. As of 2017, Santa Ana is also using Content Access Levels in order to help Juvenile users only see age appropriate content. If Santa Ana were ever to change ILS systems, OverDrive would be able to assist with the settings for the OverDrive platform at no charge. OverDrive is able to work with nearly every ILS vendor on the market including Polaris, Innovative, SirsiDynex, Koha, and Evergreen. OverDrive is also able to authenticate using Patron API connections, rather than SIP, and allow any library to use our OverDrive APIs in order to better their catalog. The addition of APIs to a library's catalog would then allow users to checkout titles, place holds, and see availability before even going to the OverDrive site. OverDrive-Hosted Digital Collection OverDrive's all new, redesigned and optimized customer facing website offers unparalleled navigation and personalization for patrons (https://santaanapublicilbrarv,overdrive.com/). When the patron first visits the library -branded page (all system -wide updates are also included at no additional cost), they will encounter curated collections designed by their library's staff. They can also choose between different language interfaces, including the English, Spanish and Simplified Chinese options currently available at the Santa Ana Public Library site. OverDrive offers many other foreign language UI options to allow for the widest possible audience to have the capability to utilize the digital collection. x aheS3.tiiby -. 7YesGutma tabby _ »4„ -PO—TMby, amxwui, OverDrive's all new customer facing website In multiple languages, with redesigned covers, navigation, predictive search, and account capabilities If a patron is already logged in with their library card to the patron -facing website (the library card number can also be stored on their device to avoid logging in every time), a title can be checked out in a one click. As shown in the screenshot below, a patron can easily identify available content for borrowing, as well as easily see when they are able to place a hold on a title to join the waitlist. Once the patron clicks the blue "BORROW" button below, the title is automatically added to the patron's bookshelf, where they can instantly read it in their browser by utilizing the OverDrive Read (browser -based) eBook format without any required software programs (or can they choose to use the OverDrive apps). Once Read Now option has been selected, the title will instantly open in the patron's browser via the OverDrive Read format and allow the patron to read the title instantly in the current browser, as well as sync their reading progress across all of their browsers to ensure that they can pick up reading later right where they had previously left off. Oabx ­�, 3..p dIviak4mry!weFynek "Ia A. 1" .." "Aneia'Paac!eamhl lrzat emunOy vn Nabedrm':I�puxluF uFJe!mvd. vl my plv npmdXlR wax k: M1mdewe !u u "Fe�ualry{m.lAmof Sb 4Wti[mN )"o rv�y mettw4me 0. Wn :oynkG ybunp\elYi ow: a<,u n' bmmnRnl...manpd-Iwd m, wl r .ua. T!rc mn lw! el dun�gmlmlarcW "4uul llma'etn gagvuvn p.eexhaal cl:mu:6vlleu'ns SzinP Pw:4Avd kt!uaulp lrvv0 ropy :unWr:nr'a e:nwew x9mwe Wlk..: 1 wmtl un'rbWfm:rvivsm mumm�(14e5vn:M`mn, SniXp wiwn w:4 !ua:nn:pl:..4iva 5vn Je)"J Fw: wm0o raWe -[Anon Ya:u9:amm wW yw. Jd RmMm an:a slwn¢�1. p:¢ -ca'^ nm:. nlwnw Iw�wa aemv pe: qm I,valxd fn, adba axpaa..,:wlml:.xX.-eerbumm!Xw"n•: nivaw:raR ,: alnadmal dwramyl�mmwee,zyreope ilrcvuPh mb acttv:zldmvw'I:pnl u¢xlAtm UvwryvM1:hq gveen.v.4Wly buy me d em.;<l abm mn Ihv w�u, nM, wuay r,..' .caw pailm-naxnwlw!. t;�mme::::ab d: br,<unnma ro� w 1m'almm. rvllm'be:n:ee Na onniyyvrtfuvEfi ittluW (pl almmiy:enllil mn�l lmwa uia�ml. aml uvrnwlnemm... I Anmp.x a%pml 'ilia mvbubly 5e'pvpa Iv mw vf!Iw mrAln wlq Y Awmp.: mwen:,:.i. amuanmla: n:b dl. wrxp,la wa:nel,w:a mvl xl nna m aw nw;n :vM 0e erhm. "t'm Inn came h na may. ddc" Oober6aok 81i M1edI. BVN bars wpt G:hM:udl.wpvlwut bll YSv wwwSw:M1ryd4YttW. c;nA:umlmneµetl;w tlRunnP b:a wn%ns9 aW v'kn cryK V Pllx (m[iimbl lry Imgl4e: garn prefinwwnpsJlvn :e Fµ:mvPnm Pple,Wdw::4 F,u IbIL Ivlky hx�nl„Cn;irmriwnnhgvAdetloppy4ao-, mW Wuiyet pnwY aeuW!yvbla lomuml Yu fa WnPommn omellury p¢a!Inaoav211:by weer invanl41111el ollmlryOW5irhvniGc nacuy Iwl+l-rm� !ove lew,k :ma Rtrrfvwd'P o� n:nax mn� amwGlallµemvgA, by Wa aro:nl lawvPaamapoea "($Imry Wbul,u<Yw xmon:M wkm llq'LW9 u��m4aIWn RR'IC u:lelvuvvvmndedaull't Nftvuµ lb )VIM Gaae adiJ. t'm m�!lark'oavar dpaea cabutl ywluq aoJ Da dv mxva'anav Gmho'a4an lkm il. "{Ilt}I�v11Nva W geve!Ixe dllml?11(aemely nd 0.minlwvyn>vmhaw Wia ueekevd" GJ ......... .............. ....... .......... .......... ... ... _........ Patrons checkout can be instantly read in their browser with the OverDrive Read format Within OverDrive Read, a patron has numerous options on how to best enjoy their title. OverDrive offers patrons the ability to set bookmarks, jump to pages/chapters, view their reading history within the title, designate their Reading Settings (such as text scale, lighting, book design, dyslexic font option, etc.), as well as download the title for offline reading with the Offline Access feature. a:.am fenrwm- aswwnRamM... oamw,.mn a np.e»mu. raw a. .mw..na,m,wu.am. �• m..nw. m,mw.bn.A n•P� I', ��. u4 uw. mn u..,e4.wen a,am,e.a..mmuwymnw. pv u+wnmm�.,xa...mnwnmuw,n.v m�k�'4vwv Ysve pmmn,vwvfu wi4,em! nµl..wtla,@nu�d4 OverDrive Read also allows patrons to quickly jump to a certain page, view their history, setup their preferences In Reading settings, and download all pages for offline reading via the Off line Access feature If a patron goes to a title view page, they will be able to see how many copies the library has purchased/how many are available for checkout, sample, add to Wish List, available formats, subject headings, Lexile, ATOS, Interest Level, description of the title, as well as details, and reviews from outlets such as Publishers Weekly. Also displayed are similar titles that the patron may enjoy. Hul Nra"ca Ne C.d Child, %'%Om armrmn IT- rY 10 g . lU1 } Title information page Once the patron has determined they want to check out the title, all they need to is click Borrow, or they can hit the drop down next to the Borrow button to select their checkout period (it can be modified to allow for additional options, such as 7, 14, and 21 day options, although Santa Ana currently has 14 days selected for all formats). It will then show up under Loans on in their individual collection. The patron can then either choose the Read Now option and use the OverDrive Read format to see the title in their browser, or other format options such as Kindle (available exclusively on OverDrive for library lending), ePUB or PDF. The title can also be given a star rating and easily returned from this screen. Lad-,! Loans Hows sw=aesv �a care YA'sh list The Robot POU. V1.1i. t Settings C7 aoac CHOOSEAfOBMAT Titles currently on loan to the patron will be displayed here In addition to Loans, the patron's bookshelf will also display titles they are currently on a waiting list for, wish list titles (sorted by all titles and available now), and individualized settings. Patron's Wish List titles will appear under their Wish List and can be instantly checked out from this page Within the patron's bookshelf, individualized settings can be personalized so that the patron does not need to always set their lending period or be exposed to content that is not right for that patron. At the Settings page, default lending periods can be set by format, automatic hold checkouts can be set up, content preferences, as well as accessibility features such as high contract mode and dyslexic font, which can be enabled to provide a better patron experience for readings with dyslexia. Lo9nv Settings emm cwncu w,nen: Sortin4v �nw Settings page where the patron can designate the preferences for their digital checkouts OverDrive's patron -facing website features predictive search capabilities and allows patrons to search on the main site by title, author, series and subject. basabdll� Q mvemo,xn.yam.m.e 9mv9NGrw nro Pnemnrvnu0mrvr gwnntl�n'aunmvq�IXn:rYw bm}v9FMm� Mwnnb Pno 3veWn Y.rmn-rvnn w :Mn Inr mxnv Screenshot of the predictive From the Advanced Search menu, patrons have a large variety of searches they can run. Advanced Search features search by: title, author, subject, availability, audience, date added to collection, format, language and ISBN. rly.rvxd ScmVh mi. o.uodx.a Screenshot of the Advanced Search capabilities at the patron -facing welbsite In addition to these search features, OverDrive also allows a patron to view the various subjects in the digital collection and narrow down their title search in this manner. New search feature with the most recent overDrive upgraded site allows patrons to browse the collection by subject and format Kids and Teens eReading Room OverDrive offers a separate URL and interface for younger users of the public library service, called the Children's eReading Room and Teen eReading Room that participating libraries can take advantage of. The library has the ability to set the age restrictions for the content available in these "reading rooms", to ensure that younger users are not exposed to more mature content that may be available for lending at the general library website. Pictured below is a Children's eReading Room option that a library could use for its younger users. Kids• trenatr.y nowt > rdI HIRi i»t HARY HARRY P4��1xR POTTER, x'vr Recommend to Library OverDrive offers a Holds Manager, Recommend to Library Manager, and Smart Lists. Using the Holds Manager feature, libraries can manage demand on the website by easily building carts or automating orders based on holds. You can create an unlimited number of Holds Manager plans, and each time it runs, a cart is created for review or an order can be placed for a holds - driven order on your behalf if you so choose. The Recommend to Library Manager feature allows you to respond to recommended titles from patrons. By using this option, you can create as many Recommend to Library plans as needed. These plans can automatically place a recommendations -driven order on your behalf, or create a cart for your review. The Smart List is a powerful collection development aid and time -saving tool that automatically generates a list of titles in Marketplace that are best suited to your collection's needs. These Smart Lists automatically build carts based on criteria you specify, including price, on -sale date, most desired genres and subjects, popular authors and series, press attention, languages and more. You can also set up a Smart List to manage repurchasing metered access content, so in- demand metered access titles can always be available for your patrons. You can create as many Smart Lists as you like, and they will not submit purchase orders automatically on your behalf - you will always have the chance to review carts generated by Smart Lists before placing orders. Web -Based Staff Training and Patron Support OverDrive's training courses and information are hosted online and scheduled at the convenience of your staff, and are also available on -demand anytime, anywhere for future viewing (great for new staff, or as a refresher for current staff on how to use the service). For new customers (or existing customers looking for a refresher), OverDrive requires the following courses as "starter courses" to the OverDrive service: Collection Checklist - With OverDrive's collection checklist, you'll learn how to attract users to your digital library and keep them coming back with next generation content and collection tools from OverDrive. Just the Basics - Learn how to browse, borrow, and enjoy eBooks and audiobooks from your Next Generation library using a computer or mobile device. In addition to the starter courses, OverDrive offers on -demand training modules, downloadable PDFs, live webcasts, tools to educate your staff and end users, as well as easy links to OverDrive Help resources. At the OverCirive Resource Center (hnp_1Jresources.overdrive.com), OverDrive provides all of the information that the library, as well as patrons, can utilize to become OverDrive experts. sOff'Praininq wwm>u.wcw.:�tw�ai. a;��mwwauiw dS OverDrive Resource Center with videos, PDPs and additional tools to ensure your library's digital collection is a success OverDrive also provides content selectors with ample training documentation at the Resource Center, with videos, PowerPoints and PDFs that cover topics such as: Shopping for Titles in Marketplace, Understanding Lending Models, Curating Digital Collections for Your Library, Managing Marketplace Account Settings, Managing Content Access Levels, Managing Holds, and Marketplace Reports. OverDrive offers all the aforementioned training materials at the OverDrive Resource Center. In addition, OverDrive also has an OverDrive Marketplace User Guide available online at htti)://company,overdrive.com/files/CR-User-Reference-Guide.pdf. The Marketplace User Guide is easily searchable and answers any questions that staff may have in utilizing the tools in Marketplace, including ordering, reporting, administrative permissions, local content management, curating information, support, and more. Upon request, OverDrive can also coordinate with the library to provide on -site staff or user training sessions with OverDrive trainers. Secondary User Support- OverDrive Front Line Tech Support- is included at no additional cost! OverDrive's Front Line Tech Support replaces the library's primary support obligations, as OverDrive becomes the go -to for direct patron support, as Front Line Tech Support is available 24/7, 365 through a designated web form that is created for the library. Whenever a patron requires support and goes to the'Get support' button on the OverDrive site or app, they will be directed to the link for that library. Also available directly within Libby, patrons can use the Customer Support Form for Libby specific questions through the Feedback tab. This helps library staff free up the time they currently spend responding to any OverDrive-related questions from patrons. OverDrive Help )htt . /heln.overdnve.com) offers patrons immediate assistance with how-to videos, FAgs and tutorials for using the OverDrive service on any device OverDrive also offers its award winning and frequently updated OverDrive Help (http://help.overdrive, corn) links on all of its websites. Patrons can easily view the Help website to see FAQs and how-to videos for downloading digital content on their favorite devices. Apps and Device Compatibility OverDrive offers Libby, a free, easy to use app in the Google Play (Android) App Store (iOS), and Microsoft App stores. Libby has a groundbreaking eBook reader and a beautiful audiobook player built into one free app. Libby allows patrons to download eBooks and audiobooks for offline reading, or stream them to save space. Libby helps patrons by synching their positions, bookmarks, and notes across devices. Libby also allows patrons to sample any book with a tap - nothing to download or delete. Patrons can also enjoy zoomable graphic novels within Libby, or a picture book with readalong audio. OverDrive is compatible with more devices than any other digital library provider, including the Kindle format, exclusively available from OverDrive. Using OverDrive, patrons can download to all Android devices, 105 (iPad, iPhone, iPod), Chromebook, eReaders, Kindle eReaders, Kindle Fire, Kobo tablets, Nook tablet, Windows, Windows Phone, Mac, Windows Phone, and MP3 players. As OverDrive tests new devices for compatibility as they are released, OverDrive does not anticipate that there are any limitations or devices that are not currently supported. Marketing Support OverDrive offers substantial assistance to libraries to promote awareness and increase usage in the community for their digital library service. Included at no cost is free promotional and marketing material from OverDrive's Resource Center. At the Resource Center, there are a wide variety of resource available to the library to increase awareness, promote usage, simplify the process for new and existing users, and more to ensure continued success and growth of the electronic library service. If you can't find a resource here or want additional assistance in promoting your collection, OverDrive offers additional assistance by contacting partnerservicespoverdrive,_com or your OverDrive Account Specialist directly. Currently available at the Resource Center, the following items can be generated directly by the library: Print -Ready Materials: Get the word out quickly and easily with these print -ready materials. Santa Ana can add its OverDrive URL to the editable field at the bottom and print in-house or through a local printer. Available materials include: posters, flyers, stickers, New to Rack Cards, eBook Shelf Cards, Summer Reading Promotional Kit, Teen Lit bookmarks, Read -along eBook flyers, audiobook flyers, getting started guides for new users and refreshers for experienced users, and international language marketing kits (currently available in Spanish, French, Chinese and Russian to bring in more users in your community). Digital Resources: Share graphics, videos, and other web images with your users via Santa Ana's website, blog, and other social media accounts to encourage audiences to visit your electronic library service. Communication Templates: use these templates and audio clips to promote your website to staff, users or news and media outlets to get the word out in the community about your electronic library service. Available resources include: press release templates, newsletter articles, radio ads, social post ideas, getting started email templates. CivwUrw Borrow ah 6tWK0 $RVR11 I:IFf4V0t 4 .,./ 4n 4-f 3. b I.� yawnat twrtl audiabooks on �tl Crowam»miAxioapµ m m free from our library SanaAna imbtitlat.0 h•ttps:flsantuanapubttcl;brary,m tdrivo,mm. All your favorite titles... Just a .tap oWayl 0 Santa Ana 9aknk Arary bttps:lisontuatnopubli4library.ove,rdrive.corn Programming and Events: Even more ideas available here to help spread the word and engage more users with suggested activities and programming ideas designed to spark interest in your electronic library service. In addition to the Resource Center, OverDrive can also work with Santa Ana Public Library to establish book clubs or special reading programs with your digital resources. OverDrive runs a regular Big Library Read, where all participating libraries have access to a particular title for unlimited simultaneous access so that all users can borrow the book without the library needing to purchase it during the Big Library Read period. While the Big Library Read is essentially a worldwide book dub, OverDrive can also work with Santa Ana to promote a county -wide book program by working with the library and utilizing our relationships with publishers to find a title that will be of high interest in the community and affordable to the library to make available in this model. Big Library Read x�- ,.. American Sniper b,, th'4 site SdIV BIG LIBRARY R t*fYee Nft'vK'r,e& ,tsvirre",,,W4 V_3. vh, 4cA anonwuuU A4w.S L'mb mxuttrsr�e craprAn- CFa,; ri y'T. a,d lhp 141or,'[-x .,tu"S 4"'m.0—, 151ie.FT,Mlpr"", f.1RY5M1 Fy dr4 rf[vueMga mC4Y',Sya kyfro. . NM"t, H(I.L I,1P _40h �W ,dr. I[3�IIIy 4W"el K`*,lfi BEY FiW Olfa.9-0IF}gyditYFS ii dRdWlfgk.-0aP. a+i?Uw itATi ' sad} hW„E - • NMW. Gwzi,4i o;w,ne tl4eryy9yr'y}.viay, Previous Big Library Read programs have included titles such as American Sniper while It was In the theaters By working with Santa Ana to promote the service to the various community groups and across all age ranges, OverDrive is confident it can see a surge in usage of the digital library service and bring great value to Santa Ana in its continued usage of the OverDrive platform. OverDrive also offers book club models, where OverDrive can work with the library and specific publishers to obtain permission to loan a title with simultaneous use access. This allows all library patrons to access the selected title an unlimited number of times during the set book club time period. Successful book club programs that OverDrive has worked with library partners on include the London City Read, the One Book One Community (Kitsap Regional Library), and the 16 in '16 Book Club with Sno-Isle Libraries. 16 in `M Read a Funny Back Lamb [ Yes Please by Christopher Moore t.:. 40 by Amy Poettler i The birth of Jesus has been well chronicled, as have his glorious Do you want to get to know the woman we first came to love on teachings, achy, and divine sacrifice after his thirtieth birthday. But Comedy Central's Upright Citizens Brigade? Do you want to bend no one knows about the early We of the Son or God, the... More.., some time with the lady who made you howl with laughter on Saturday Nlght., More... OverDrive works with libraries to create book clubs and promote the simultaneous use titles to their community NEW: Get a Library Card OverDrive's new app, Libby, is currently offering an exciting new feature, "Get a Library Card". Currently offered in several libraries around the country, the Get a Library Card feature in Libby will allow new patrons to sign up for a library card using their smartphone or tablet, confirming EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable Exhibit B ATTACHMENT 3.8, COST OF SERVICES Please attach additional pages to respond to the following items. Please include this page on top of the response. Attachment 3-8 — Cost of Services; The Santa Ana Public Library requires a collection that meets the needs of its diverse population ranging from various socio-economic demographics. Additionally, a collection that reflects the community's dominant languages is ideal and that is accessible on various platforms for optimal use. Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit A) and am familiar with the scope of services. I am familiar with all the existing conditions and limitation that may impact services. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. The Cost Proposal is to Include the following information: 1) A complete, itemized proposed cost list for each requested service as described in the Scope of Services (Exhibit A). 2) The itemized breakdown must show estimated man hours rates and totals for each service. 3) Any equipment will be purchased by the contractor only after discussed and authorized by the City Project Manager or designee in writing. City of Santa Ana RPP 17-141 Page 27 Attachment 3-8: Cost of Services OverDrive's offer is for an annual platform fee of $6,000 (a discount of 40% off the current platform price) with no annual minimum content commitment. The platform fee includes all system -wide updates, maintenance of library -branded website, hosting, training and support services, promotional assistance, collection development assistance, user-friendly multilingual intuitive interfaces, support for all major devices, bandwidth for all collection downloads from OverDrive, configuration and license fee, and third -party licenses for digital rights management. All other requested services in the Scope of Services are also included at no additional cost. The individual items are unable to be itemized, as they are all included and there is no breakdown for each component. OverDrive personnel will spend as many man hours as necessary to assist Santa Ana in providing a successful digital collection for its patrons. This proposal also includes the Front Line Tech Support, direct patron support, offered at no additional cost. Additional information on Front Line Tech Support is available in Attachment 3- 6. Additional optional services: Get a Library Card option: This feature allows individuals to sign up for a temporary library card directly within Libby. The cost is $0.90 per successful patron. Additional information is available in Attachment 3-6. A" CERTIFICATE OF LIABILITY INSURANCE DNYY D7/13/2017Y1 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 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 CONTACT Jennifer Lichtman NAME: PH IG (914)761-9000 FAX No): (914)761-3749 Assured SBCG, Inc. EMAIL ADDRESS: m9' lichtan@skc com INSURERS AFFORDING COVERAGE NAICM 123 Main St. 14th Floor White Plains NY 10601______ _ INSURERA14ass Bay __ 22306 INSURED INSURER B:Hanover Insurance Company22292 OverDrive Holdings Inc. NSURERC: INSURER D; OverDrive, Inc INSURER E: 800 COncar Drive, 3rd Floor INSURER F: San Mateo CA 94402 COVERAGES CERTIFICATE NUMBERCL1771391519 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. INSR LTR ADOL'SUBR TYPE OF INSURANCE POLICY NUMBER POLICY EFF POLICY EXP : MMIDDIVYYV MMIDDIVYYY ! LIMITS A X COMMERCIAL GENERAL LIABILITY I Cl-AIMS-MADE L�OCCUR X i ZDY 9599284-05 6/30/2017 6/30/2018 EACH OCCURRENCE 1$ 1,000,000 DAMAGE TO REN ED occurrence) I$ 1,000, 000 MED EXP(Any one person) 10,000 _$ PERSONAL &ADV INJURY I$ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRO POLICY JECT PRO- n LOC PRODUCTS-COMP/OPAGG $ 2, 000,000 $ OTHER B AUTOMOBILE �I X LIABILITY ; ANY AUTO ALL OWNED _� SCHEDULED AUTOS AUTOS OWNED HIRED AUTOB �X No AUTOS AWYA663368-02 (5/30/2017 6/30/2018 COMBINED SINGLE LIMIT $ 1,000, 000 (Ea accident) _ _ BODILY INJURY (Par person) I $ BODILY BODILY INJURYaccident) $ PROPERTY DAMAGE $ (Per accitlent) is UMBRELLA LIAR OCCUR EACH OCCURRENCE, Is i^7 EXCESS LIAB CLAIMS -MADE' N/A is DED RETENTION $ I�AGG_R_EGATE_ - $ AND EMPLOYERS' LIABILITY :ANY PROPRIETORIPARTNERIEXECUTIVE NIA' OFFICER/MEMBER PROPRIM ER EXCLUDED? Mandatory in NH)If i, under ID es. RPTIbe OFO DESCRIPTION OF OPERATIONS below i N/A H- R__ STATUTE J EYIN E. L. EACH ACCIDENT $ E.L. DISEASE- EA EMPLOYEE $ EL DISEASE -POLICY LIMIT I $ III N/A DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) City of Santa Ana, its officers, employees, agents and representative are named as additional insureds as respects to General Liability if required by written contract per endorsement number 421-2915 06 15, to the extent provided therein. �11 Thirty (30) day notice of cancellation, General Liability Coverge is Primary & Non-Contribi$t}iy when required by written contract per endorsement number 421-2915 06 15 (see attached). 0 City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED THE EXPIRATION DATE THEREOF, N ACCORDANCE WITH THE POLICY PROVIa9,l AUTHORIZED REPRESENTATIVE Richard Canter/JENNI ACORD 25 (2014/01) INS0251pm40n ©1988-2014ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Alki CERTIFICATE OF LIABILITY INSURANCE DATE I W) ofilgv2017zon 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 Marsh USA, Inc. 1166 Avenue of the Americas New York, NY 10036 CONTACT NAME: WC.PHONENoExth �q/� Nol: _ __ EMAIL ADDRESS: INSURER(S) AFFORDING_ COVERAGE NAICN_ _ INSURER A: Endurance Americans ecialtylnsurance Company 41718 :Finpr-EOUMB-17-18 INSURED OverOrive Holdings Inc. INSURER B: Mitsui Sumitomo Insurance Company OfAmenca 20362 INSURERC: One OverDrive Way Cleveland, OH 44125 INSURER D INSURER E: INSURER F: ! COVERAGES CERTIFICATE NUMBER: NYC-009074269-02 REVISION NUMBER- 1 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 COND17IONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR', LTRI TYPE OF INSURANCE ADDLSUBR. INSQVD POLICY EFF POLICY NUMBER MMIDDIYYYY POLICY E%P MMIDDIYYYYLIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR J _ EACH OCCURRENCE $ _ pREMISES EJ aoccurrence It MED EXP (Any one person) I $ PERSONAL &ADV INJURY$ GEHL AGGREGATE LIMITAPPLIES PERPRO- —1. POLICY �� JECT LOC _GENERAL AGGREGATE PRODUCTS-COMPIOPA_GG $ _ $ OTHER' OMOBILE LIABILITY Ee eBBINED SING LE LIMIT II$ ANYAUTOBODILY INJURY (Per person) $ OWNED SCHEDULEDBODILY AHIREDUTOS ONLY ANONUTOS dNED F1'AUTOS ONLY AUTOS ONLY INJURY (Per accident), $ PROPERTY DAMAGa_- (Per accident) $ - _ $ X UMBRELLAUAB X IOCCUR UMB5700620 1111112117 IO6I30/2018 !_EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $ 10,000,000 —.._ $ DED I X RETENTION $ 10,000 8 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN WCP9114701 6/3012017 10613012018 X PER OTH STATUTE ER E.L. EACH ACCIDENT i$ 1000,000 ANYPROPRIETORAPARTNERIEXECUTIVE OFFICERIMEM BEREXCLUDED? �N (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below INIAI I- 1 E.L. DISEASE - EA EMPLOYEE' Is 100Q000 E.L. DISEASE -POLICY LIMIT $ 1 000,000 A Professional Liability !PRO10011391300 106130/2017 06/30/2018 Limit: $10,000,000 (Technology E&O) SIR: $250,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Evidence of Insurance. Umbrella is follow, form of primary subject to policy terms, conditions and exclusions. If this Polley Is cancelled by the lined Far for reasons other than non-payment of premium, then the Insurer shall endeavor to give the Scheduled E wdlten notice ofy0ph;tan f of less than thirty (30) days prior to the effective date of cancellation, e��9ea,�� eC �r=r.,,F I. m I i "WL.Li UAINUCLLA I IUIN - r)Y _ City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 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 of Marsh USA Inc. Manashl Mukherjee no 1918-2018 ACORD CORPORATIFN All rinhtc v...i d ACORD 26 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY Marsh USA, Inc. POLICY NUMBER CARRIER AGENCY CUSTOMER ID: . LOC #: New York ADDITIONAL REMARKS SCHEDULE Page 2 of 2 NAIC CODE NAMED INSURED OverDrive Holdings Inc. One OverDrive Way Cleveland, OH 44125 EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate Of Liability Insurance Excess Professional Llabilirn Carrier: ACE American Insurance Company Policy Number: G27881944 001 Policy Temp: 06/30/2017 - 06/30/2018 Limit: $5,000,000 In excess of $10,000,000 Umbrella policy UMB5700620 Is not excess of the Professional Liability policies. ����\� 9�G� ACORD 101 120081011 9nnR Acnwn CrlRGnRATInM All A-Ihf vee —A The ACORD name and logo are registered marks of ACORD ZDY 9599284 05 8608114 I THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SHMMARY OF CnVFRAr;Fs 1. Additional Insured by Contract, Agreement or Permit Included 2. Additional Insured — Primary and Non -Contributory Included 3. Blanket Waiver of Subrogation Included 4. Bodily Injury Redefined Included 5. Broad Form Property Damage — Borrowed Equipment, Customers Goods & Use of Elevators Included 6. Knowledge of Occurrence Included 7. Liberalization Clause Included 8. Medical Payments — Extended Reporting Period Included 9. Newly Acquired or Formed Organizations - Covered until end of policy period Included 10. Non -owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits Bail Bonds $2,500 Loss of Earnings $1000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II — WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured 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, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. Id. The insurance afforded to such additional insured described above: (1) Only applies to the extent perrjt')A by law; and ��� �(i�� (2) Will not be broader ftPo the inuuy. which you are required by the cc agreement or permit to provide�F �43'C�( additional insured. 421.2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. �y a Page 1 of 4 ZDY 9599284 05 8608114 (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury', "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of thelessor (4) To any: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION If — LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured — Primary and Non - Contributory The following is added to SECTION IV — 1 COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance: Additional Insured — Primary and Non - Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II — WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; orp (3) when b, below applies. C�1 If this insurance is primary'"44�r�obligations ar not affected unless any of the other inspaPbe is also primary. Then, we will sha i � that other insurance by the mews W' in c. below. �' ,)\�_ 1 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ' Page 2 of 4 ZDY 9599284 05 8608114 b. Excess Insurance (1) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work'; (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner: or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I - COVERAGE A - BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each 421-2915 06 15 insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers 3. Blanket Waiver of Subrogation The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contract executed prior to the "occurrence' or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V - DEFINITIONS, Definition 3. "bodily injury" is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. "Bodily injury' includes mental anguish or other mental injury resulting from "bodily injury', 5. Broad Form Property Damage - Borrowed Equipment, Customers Goods, Use of Elevators a. SECTION I - COVERAGES, COVERAGE A - SODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraphs (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor do they apply to the use of elevators at premises you own, rent, `ease or occupy. �J,U Psi b. The following is added to ION V:-d DEFINITIONS:aP� 24. "Customers goods" means pro yy�� your customer on your prey se;A� t purpose of being: Includes copyrighted material of Insurance Services Office, Inc., with its permission. �" Page 3 of 4 ZDY 9599284 05 8608114 a. worked on; or b. used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent 6. Knowledge of Occurrence The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: L. Notice of an 'occurrence", offense, claim or "suit" will be considered knowledge of the insured if reported to an individual named insured, partner, executive officer or an "employee" designated by you to give us such a notice. 7. Liberalization Clause The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: Liberalization Clause If we adopt any revision that would broaden the coverage under this Coverage Form without additional premium, within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this Coverage Part. 8. Medical Payments - Extended Reporting Period a. SECTION I - COVERAGES, COVERAGE C - MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(b) is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and b. This coverage does not apply if COVERAGE C - MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Part or by endorsement. 10. Non -Owned Watercraft SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph g.(2) is replaced by the following: g. Aircraft, Auto Or Watercraft (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person who, with your consent, either uses or is responsible for the use of a watercraft. 11. Supplementary Payments Increased Limits SECTION I - SUPPLEMENTARY PAYMENTS COVERAGES A AND B, Paragraphs 1.b. and 1.d. are replaced by the following: 1.b.Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 1.d.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit', including actual loss of earnings up to $1000 a day because of time off from work. 12. Unintentional Failure to Disclose Hazards The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 6. Representations: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 13. Unintentional Failure to Notify The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: 9. Newly Acquired Or Formed Organizations Your rights afforded under this policy shall not be SECTION II -WHO IS AN INSURED, Paragraph prejudiced if you fail to give us notice of an SE SE is replaced by the following: occurrence", offense, claim or "suit', solely due to your reasonable and documented belief that the a. Coverage under this provision is afforded until 'bodily injury" or "property damage" is not covered the end of the policy period. under this policy.. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHAN&'. ea GV 421.2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page "\"\4 of 4 ,aco CERTIFICATE OF LIABILITY INSURANCE DATE IMMGO(YYYY) 051272020 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 N Marsh USA, Inc. 1166 Avenue of the ARlencas PHONE FAX . New York, NY 10036 awl INSURED V OverDdve Inc. One OverDdve Way Cleveland, OH 44125 COVERAGES CERTIFICATE NUMBER- NYC-1110Rg767R-Op Ri=vminm NIIMRPR• 5 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. INSR TR TYPE OF INSURANCE L POLICY NUMBER POLICY EFF POLICY EXP IMMIDONYYYI L.NMTS B X COMMERCIAL GENERALLIASILRY CLAIMS -MADE 171 OCCUR CPP 6410262 06/30/2019 06/3012020 EACH OCCURRENCE $ 1,000,DDO PREMISES Ea , f 1,000,000 MED EXP (M put person) f 10,01)0 PERSONAL S ADV INJURY f 1,000.000 GEN%AGGREGATE LIMIT APPLIES PER: POLICY JET O LOC GENERAL AGGREGATE S 2,000,000 PRODUCTS-COMP/OP AGO S 2,000,000 E OTHER: C AUTOMoBILE WM31LT' ANY AUTO CPP6410 %W12419 06W 02Q COMBINED SINGLE LIMIT a a dent f 1000000 % BODILY INJURY (Par parri f OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per acutlenl) f HIRED NON -OWNED AUTOS ONLY AUTOS ONLY -PROPERTY Per lint S f tI1BRELUlkLAS OCCUR EACH OCCURRENCE S AGGREGATE f EXCESS UAB CLAIMS -MADE DIED RETENTIONS IS I 8 WORKERSCOMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETORIPARTNERrF.XECUTNE OFRCERIMEMBEREXCLUDED? ❑N 1MandMary In NH) S yes describe antler DESCRIPTION OF OPERATIONS WIgw MIA WC6410204(AR,A ,K ,LA,MA,NV OH,OR.WA) (Conlinued on Aoord 101) 06MI2019 ✓ 06MIM20 / ✓ X I PER UT ER E.L.T .L. EACH ACCIDENT f 1,000,000 E.L. DISEASE - EA EMPLOYEE f 1,o0D,ODO E.L. DISEASE -POLICY LIMIT S 1,000,0110 A Professional Liability PRO10011391302 O&M2019 O6/,g2/0p Und : 10,0(10,000 (Tachnobgy E&O) / SIR: 250,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 1a1, AMtl al Remarks ScheduM, may O Mta W II more apam Is required) ✓ City of Santa Are, Risk Management iI'S officers. employees, agents, representatives, and volunteers are Were included as additional insured where required by writer contract MIT respect to general liability and auto liability . This insurance is primary and nommotribulory over any emstirg insurance and limited to liabkily arising out of the operations of the named insured subject to poky temK and oXltlitbns. If this Policy is Canceled by file Insurer for reasons o01er than non-payment of premium, &ten 0w Insurer snail endeavor to give the Scheduled Entity written notice of such cancellation not less than lift (301 days pro to the effective date of cancellation. f City of Santa Ana ✓ Risk Management Division 20 Civic Center Plaza, 41h floor JUN 1 Santa Ana, CA 92702 L / AiNGIE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. "arsh USA Inc. Manashi Mukherjee ©1988.2016 ACORD CORPORATION. All rich M M ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN108113475 LOC III: New York A RO® ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY Marsh USA, Inc. NAMED INSURED OwDdve Inc. One OverDrive Way Cleveland, OH 44125 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: WORKERS' Poky Number. WMI0203(CA,CO,DC,FL,GA,IL,IN,KY,MD,MI,MN,NC.NJ.NY,PA,SC,TN,TK,UT,VA,Wq Cartier TNUS Insurance Canpany Poky Term: OVS2019-0rsr30M20 Empbyers Liabiily Each Accident $1.000.000 Enpbyers Li"ty DauSe-PoiCy Unit $1.000.000 Empbyers Uabft Disease -Earn Empbyee: $1.000,000 REVIEWED & APPROVED By Risk MANACIEMENT DIVISION JUN 9 2020 ANGIE ACEVEdO ACORD 101 (2008101) t'bIJI:L•[Hal9 rIHU :I SU:L•\ 1 [�7: �_\ I �7t:1 T>':TF73TdLT: A The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY This endorsement changes policy CPP6410202-01 to which it is attached and is effeet,ve 06130/2019 at 12:01 a.m. standard time at the Insured's mailing address. Issued to: RAKUTEN USA, INC. CATERA COMMERCE, INC. EBAT Issued by: TOKIO MARINE AMERICA INSURANCE COMPANY Producer: MARSH USA, INC. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENDED COVERAGE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART With respect to coverage provided by this endorsement, the provisions of the coverage form apply unless modified by the endorsement. 1. UNINTENTIONAL ERRORS AND OMISSIONS The following is added to Condition 6. "Representations" of SECTION IV - CONDITIONS: However, coverage afforded under this Coverage Part will not be adversely affected by any inadvertent error or omission made by you in describing your premises or operations for the purpose of obtaining this Insurance. When such an inadvertent error or omission is discovered, you must notify us as soon as practicable. The policy premium will be adjusted accordingly to reflect the description of the premises or operations had no error or omission occurred. 2. INCREASED LIMITS FOR BAIL BONDS AND REASONABLE EXPENSES Paragraphs 1.b, and 1.d. of SUPPLEMENTARY PAYMENTS - COVERAGES A AND B of SECTION I - COVERAGES are replaced by the following: 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: Id. Up to $1,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies_ We do not have to fumish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of eamings up to $650 a day because of time off from work. REVIEWED & APPROVED By Risk MANACiEMENT DIVISION GL9 04 01107 16 ®Tokio Marine Manai �, I 6 Page t of 7 Includes copyrighted material of Insurance Seq fflce, Inc., with ds permission „ ,,,iANGIE ACEVEdo 3. EXPECTED OR INTENDED PROPERTY DAMAGE COVERAGE Exclusion a. "Expected Or Intended Injury' is replaced by the following. "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 4. BROADENED NONOWNED AIRCRAFT COVERAGE The following is added to Exclusion g. "Aircraft, Auto Or Watercraft' of SECTION I - COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY - This exclusion does not apply to an aircraft that is: a) Hired by, chartered by or loaned to you with a paid crew; and b) Not owned in whole or in part by you or any insured. The insurance provided by this paragraph for Nonowned Aircraft does not apply if there is any other insurance available to the insured or would be available except for the exhaustion of its limits of insurance. 6. BROADENED NONOWNED WATERCRAFT COVERAGE The following is added to Exclusion g. "Aircraft, Auto Or Watercraft" of SECTION I - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to A watercraft you do not own that is: (a) Less than 55 feet long, and (b) Not being used to carry persons for a per person charge or property for a charge as freight, The insurance provided by this paragraph for Nonowned Watercraft does not apply if there is any other Insurance available to the insured or would be available except for the exhaustion of its limits of insurance. 6. PROPERTY DAMAGE — ELEVATORS COVERAGE a. Paragraphs (3), (4) and (6) of Exclusion j. "Damage To Property" of SECTION I - COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY do not apply to the use of elevators. b. Exclusion k. "Damage To Your Product" of SECTION I - COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY does not apply to the use of elevators. c. The insurance provided by this paragraph for Elevators is excess over any other valid and collectible property or similar type insurance available to the insured, including any deductible amounts. REVIEWED & APPROVED By Risk MANAGEMENT DiViSiON JUN 2020 GL9 04 011 0716 (PTokio MarA0iOFAgemdo Inc., 2016 Page 2 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission lns ad Cc 7. PROPERTY DAMAGE - BORROWED EQUIPMENT COVERAGE a. Paragraph (4) of Exclusion j. `Damage To Property" of SECTION I - COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY does not apply to "property damage" to equipment you borrow that is not being used at a job site. b. The insurance provided by this paragraph for Borrowed Equipment is excess over any other valid and collectible property or similar type insurance available to the insured, including any deductible amounts. 8. FIRE, SMOKE, LIGHTNING, EXPLOSION OR WATER DAMAGE COVERAGE The last paragraph ("Exclusions c. through n. do not apply...") of Paragraph 2., of Exclusions under SECTION I - COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: Exclusions c. through o. do not apply to damage by fire, smoke, lightning, explosion or water damage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION 111 - LIMITS OF INSURANCE. The limit of insurance is amended to the greater of: (1) $1,000,000 any one premises; or (2) The Damage To Premises Rented To You Limit shown in the Declarations. Paragraph b.(1) (b) of Condition 4. "Other Insurance" of SECTION IV — CONDITIONS is replaced by the following: (b) That provides fire, smoke, lightning, explosion or water damage insurance for premises rented to you or temporarily occupied by you with permission of the owner; or The insurance provided by this paragraph for Fire, Smoke, Lightning, Explosion Or Water Damage Coverage does not apply if the words "Not Covered- are shown in the Damage To Premises Rented To You Limit in the Declarations. 9. BROADENED NEWLY ACQUIRED OR FORMED ORGANIZATIONS COVERAGE Paragraph 3.a. of SECTION II - WHO 1S AN INSURED is replaced by the following: a. Coverage under this provision is afforded until the end of the policy period; 10. BROAD FORM NAMED INSURED COVERAGE SECTION II - WHO IS AN INSURED is amended to include as an insured: Any organization and subsidiary thereof which is a legal entity of which you own with a financial interest of more than 50% of the voting stock. However, this insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury' with respect to which an insured under this Coverage Part is also an insured under another policy, or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance; (2) "Bodily injury" or "property da�ga'„ik�t pcpur�Voglgre you acquired or formed the organization; or By Risk AN O AE li iStU By Risk MgNAGEMENT DIVISION (3) "Personal and advertising injury' arising out of an offense committed before you acquired or formed the organization. 1" 2020 GL9 04 O71 07 16 ©T rine ant Inc., 2016 Page 3 of 7 Includes copyrighted material of InsuSgffice, Inc., with its permission Inswea r"ur The last paragraph ("No person or organization is an insured...") of SECTION II - WHO IS AN INSURED is replaced by the following: You are an insured with respect to liability arising out of any current or past partnership or joint venture, but only with respect to your interest in such current or past partnership or joint venture. ' No other person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. 11. AUTOMATIC ADDITIONAL INSUREDS COVERAGE a. SECTION II - WHO IS AN INSURED is amended to include as an insured any person or organization, if you are required to do so under a written contract, agreement or permit, but only with respect to liability for "bodily injury', "property damage' or 'personal and advertising injury' caused by: 1. The performance of your ongoing operations, other than construction and demolition operations, for such additional insured. 2. The performance of your ongoing operations at any tradeshow, fair, exhibition or conference sponsored by such additional insured. 3. Your maintenance, operation or use of personal property (other than an "auto") leased to you by such additional insured; and 4. Your maintenance or use of that part of the premises (including that part of any premises used by you while attending any tradeshow, fair, exhibition or conference leased to you or temporarily occupied by you with permission of such additional insured. The insurance provided by this paragraph for Automatic Additional Insureds does not apply to: (1) Any written contract or agreement that was executed subsequent to the "bodily injury", "property damage" or "personal and advertising injury"; (2) Any permit that was Issued subsequent to the "bodily injury", "property damage" or "personal and advertising injury", or (3) Any written contract or agreement with a vendor for the distribution or sale of "your products"; or (4) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the sole negligence of the additional insured for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract, agreement or permit to provide for such additional insured. b. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III - LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract, agreeniRMAKI rAPPROVED 2. Available under the applicable Li&�kNiti°�W'�43i eVvWft Declarations; Whichever is less. JUN 2020 This endorsement shall not increase the a lie its of Insurance shown in the Declarations. GL-9 04 01107 16 ®Tokio MarineA#*M*Mtdw„ 2016 Page 4 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its Permission 1�.Ww cow 12. BODILY INJURY TO CO -EMPLOYEE COVERAGE Paragraphs 2.a.(1)(a) and 2.a.(1)(b) and 3.a of SECTION Il - WHO IS AN INSURED are amended by the addition of the fallowing: However, the exclusion for "bodily injury" only applies if the co -"employee" who sustained the "bodily injury" is entitled to benefits under any of the following: workers' compensation, unemployment compensation or disability benefits law, or any similar law. 13. INCREASED MEDICAL EXPENSE LIMIT The Medical Expense Limit described under SECTION III - LIMITS OF INSURANCE and shown in the Declarations is amended to be the greater of a. $10,000 any one person, or b. The Medical Expense Limit shown in the Declarations. The insurance provided by this paragraph for Increased Medical Expense Limit does not apply if the words "Not Covered" are shown in the Medical Expense Limit in the Declarations. 14. RESULTING MENTAL ANGUISH COVERAGE Definition 3. "Bodily injury" of DEFINITION is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish or death resulting from any of these at any time. 15. BROADENED MOBILE EQUIPMENT COVERAGE Each self-propelled vehicles described in Paragraph f.(1) of Definition 12, "Mobile Equipment" of the DEFINITIONS section is "mobile equipment" and will not be considered an "auto" if the gross vehicle weight is less than 1,000 pounds. 16. INCIDENTAL MALPRACTICE LIABILITY COVERAGE a. Definition 13. "Occurrence" of the DEFINITIONS section is amended to include injury arising out of the rendering or failure to render medical or paramedical services to persons by any physician, dentist, nurse, emergency medical technician or paramedic that is employed by you to provide such services. b. Paragraph 2.a.(1)(d) of SECTION II - WHO IS AN INSURED does not apply to nurses, emergency medical technicians or paramedics referred to in Paragraph a. above. For the purpose of determining the limits of insurance for incidental medical malpractice to which this insurance applies, any act or omission together with all related acts or omissions in the furnishing of these services will be considered one "occurrence". C. The insurance provided by this paragra �Ie� j Liab lity does not apply if you are in the business of providing the medicsj��iLaa�cribed in paragraph a. above. -"� � NACIF VISION JUN 020 GL9 04 011 0716 CTokio Marine nt, Inc., 2016 Page 5 of 7 Includes copyrighted material of Ins"rE%"j�,MCL-tnc., with its permission Insured copy 17. NOTICE OF OCCURRENCE OR OFFENSE Paragraph a. of Condition 2. "Duties In The Event Of Occurrence, Offense, Claim Or Suit` is replaced with the following: b. You, your insurance manager or any other person you designate must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the 'occurrence" or offense. 18, EARLIER NOTICE OF CANCELLATION PROVIDED BY US For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, will be the greater of: 1. The minimum number of days stated by the statute; or 2. 90 days. 19. CRISIS MANAGEMENT — CERTIFIED ACTS OF TERRORISM a. If you purchased "certified act of terrorism" coverage under this Coverage Part, we will reimburse you for "crisis management expenses" incurred by you because of a "crisis event' to which this insurance applies. The amount of such reimbursement is limited as described in Paragraph d. below. No other obligation or liability to pay sums or perform acts or services is covered. b. This insurance applies to a "crisis event" only if The "bodily injury" or "property damage" is caused by a "certified act of terrorism" that takes place in the "coverage territory" during the policy period. c. We will reimburse "crisis management expenses" only if: (1) The expenses are incurred within one year of the date the 'certified act of terrorism" took place; and (2) The expenses are reported to us within one year of the date the expenses were incurred. d. The Aggregate Limit and the rules below fix the most we will pay regardless of the number of: (1) Insureds; (2) "Certified act of terrorism"; or (3) "Crisis events". The Aggregate Limit of $100,000 is the most we will reimburse you for the sum of all 'crisis management expenses" incurred for all " crisis events" occurring during the policy period. e. The following additional definitions i4 AIIRPRO ECbment supersede any similar definitions in the policy, By Risk MANAGEMENT Division (1) "Crisis event" means an emergency siWatip bicq�resufts in significant adverse regional or national media coverage about you JUIV LULU GL9 04 01107 16 ®Tokio Page 6 of 7 Includes copyrighted material of Insuran�tHfji6 �£, Inc., with its permission Inuf dC py (2) "Crisis management expenses" means those expenses incurred for services provided by a "crisis management firm". However, "crisis management expenses" shall not include compensation, fees, benefits, overhead, charges or expenses of any insured or any of your "employees". (3) "Crisis management firm" means any qualified service provider you hire. REVIEWED & APPROVED By Risk MANAGEMENT DIVISION GI-9 04 01107 16 CTokio Marine 191 N NAna, 2016 Page 7 of 7 Includes copyrighted material o I serinc., with its permission ANGiE ACEvEdo u,s�,a cwy Digitally signed by Francine R. Francine R. Villareal Villareal Date:2020.08.18 75:53.42-07'00' CERTIFICATE OF LIABILITY INSURANCE DATE(MMOD/YYYY) 07/09/2020 I 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 ADD Risk Services Central, Inc. Philadelphia PA Office CONTACT NAME: PHONE FAX (800) 363-0105 (AIC(866) 283-7122 . No. Ext): A/GN.J E-MAIL ADDRESS: One Liberty Place 1650 Market Street Suite 1000 Philadelphia PA 19103 USA INSURER(S) AFFORDING COVERAGE NAIC# INSURED INSURER A: National Fire Ins. Co. of Hartford 20478 Over Drive Holdings, Inc. INSURER B: The Continental Insurance Company 35289 One OverDrive Way Cleveland OR 44125 USA INSURER C: Valley Forge Insurance Co 20508 INSURER D: Transportation Insurance Co. 20494 INSURERS: Indian Harbor Insurance Company 36940 INSURER F: COVERAGES CERTIFICATE NUMBER: 570083002389 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 LTH TYPE OF INSURANCE INSO WVD POLICY NUMBER MULus WDD/VVVVEnn MNIIDD/VVVV LIMITS X COMMERCIAL GENERAL LIABILITY `MI EACH OCCURRENCE $1,000,000 CLAIMS MADE ❑X OCCUR DAMAGE TO RENTED PREMISES Es occurrence $1,000,000 MEN EXP (Any one person) $15 , 000 PERSONAL &ADV INJURY $1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER GENERAL AGGREGATE $2,000,000 X POLICY PROJECT ❑LOC PRODUCTS-COMP/OP AGO $2, 000, 000 OTHER'. C AUTOMOBILE LIABILITY 6080688817 06/09/2020 06/09/2021 COMBINED SINGLE LIMIT a accident) $1,000,000 BODILY INJURY( Per person) X ANVAUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAUTOS NON OWNED PROPERTY DAMAGE ONLY AUTOS ONLY Per accident B X UMBRELLALIAB X OCCUR CUE6080688848 06/09/2020 06/09/2021 EACH OCCURRENCE $15,000,000 EXCESS LIMB CLAIMS -MADE AGGREGATE $15,000,000 DEO I X RETENT ION $ 10, 000 B WORKERS COMPENSATION AND 6080688820 06/09/2020 06/09/2021 X I PER STATUTE OTH- ER EMPLOVERS'LIABILITV V/N ADS E.L. EACH ACCIDENT $1,000,000 D ANY PROPRIETOR/PARTNER/EXECUTIVE N/A 6080688834 06/09/2020 06/09/2021 OFNCER/MEMBER EXCLUDED' (Mandatory in NH) CA E.L. DISEASE EA EMPLOYEE $1,000,000 It yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE POLICY LIMIT $1,000,000 E Cyber Liability MTP9041302 06/09/2020 06/09/2021 Aggregate $10,000,000 Tech E&O / Prof Liab SIR per Aggregate $300,000 SIR applies per policy ter is & condi ions DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it 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 General Liability policy be cancelled before the expiration date thereof, the policy provisions will govern how notice of cancellation may be delivered to certificate holders in accordance with the policy provisions of each policy. `m c w a 0 2 M 0 Ce O r uO 0 Z d m L1 O CERTIFICATE HOLDER CANCELLATION = - City of Santa Ana Risk Management Division 20 Civic Center Plaza, 4th floor Santa Ana CA 92702 USA ©1988-2015 ACORD CO ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE JGC�G �ILvktM Rime Mrrnagnnent Diuisian REVIEWED&APPROVED BY: ® Risk Management Analyst CNA CNA PARAMOUNT Technology General Liability Extension Endorsement iW_1DID] IIfQa_101Zoil a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage, or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74872XX (1-15) Pol Page 2 of 14 Endorsem Nat'l Fire Ins Co of Hartford Effectiv Insured Name: OVERDRIVE HOLDINGS, INC. Copynght CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its Risk Mw agmient Diaisian REVIEWED&APPROVEDBY: �� Risk Management Analyst CNA CNA PARAMOUNT Cancellation / Non -Renewal — Ohio Wherever used in this endorsement: 1) Insurer means "we", "us", "our" or the "Company" as those terms may be defined in the policy; and 2) Named Insured means the first person or entity named on the declarations page; and 3) "Insureds" means all persons or entities afforded coverage under the policy. Any cancellation, non -renewal or termination provisions in the policy are deleted in their entirety and replaced with the following: CANCELLATION AND NON -RENEWAL A. CANCELLATION 1. The Named Insured may cancel the policy at any time. To do so, the Named Insured must return the policy to the Insurer or any of its authorized representatives, indicating the effective date of cancellation; or provide a written notice to the Insurer, stating when the cancellation is to be effective. 2. The Insurer has the right to cancel this policy at any time and for any reason within the first ninety (90) days. Notice of cancellation must be mailed at least sixty (60) days prior to the effective date of such cancellation, except that if the cancellation is for non-payment of premium, the Insurer must mail notice of cancellation no later than ten (10) days prior to the effective date of such cancellation. 3. After this policy has been in effect for ninety (90) days or more, it may be canceled for one of the following reasons: a. Non-payment of premium. b. Discovery of fraud or material misrepresentation in the procurement of the insurance or with respect to any claims submitted thereunder; C. Discovery of a moral hazard or willful or reckless acts or omissions on the part of the named insured that increase any hazard insured against; J. Occurrence of a change in the individual risk which substantially increases any hazard insured against after insurance coverage has been issued or renewed, except to the extent the insurer reasonably should have foreseen the change or contemplated the risk in writing the contract; e. Loss of applicable reinsurance or a substantial decrease in applicable reinsurance, if the superintendent has determined that reasonable efforts have been made to prevent the loss of, or substantial decrease in, the applicable reinsurance, or to obtain replacement coverage;. f. A determination by the superintendent of insurance that the continuation of the policy would create a condition that would be hazardous to the policyholders or the public. g. Failure of the insured to correct material violations of safety codes or to comply with reasonable written loss control recommendations. 4. The notice of cancellation required by this must be in writing, be mailed to the insured at the insured's last know address, and contain all of the following: 1. The policy number; 2. The date of the notice; 3. The effective date of the cancellation; 4. An explanation of the reason for cancellation. 5. Such notice of cancellation also shall be mailed to the insured's agent. CNA628140H (9-12) Pol Page 1 of 2 Endorsem Nat'l Fire Ins Cc of Hartford Effectiv Insured Name: OVERDRIVE HOLDINGS, INC. Copyright CNA All Rights Reserved. Rime Management Diaisian REVIEWED&APPROVED BY: '� Risk Management Analyst CNA CNA PARAMOUNT Cancellation / Non -Renewal — Ohio Notice of cancellation must be mailed at least sixty (60) days prior to the effective date of such cancellation. If cancellation is for non-payment of premium, the Insurer must mail notice of cancellation at least ten (10) days prior to the effective date of such cancellation. All notices shall state the reason for cancellation. Proof of mailing will be sufficient proof of notice. B. PREMIUM REFUND If this policy is cancelled, the Insurer will send the Named Insured any premium refund due. If the Insurer cancels the refund will be pro rate. If the Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if the Insurer has not made or offered a refund. C. NON -RENEWAL The Insurer has the right to non -renew this policy effective at the policy expiration date. All notices of non -renewal must be mailed to the Named Insured at the last mailing address known, at least sixty (60) days prior to the expiration date of the policy and shall provide a specific explanation of the reason(s) for non -renewal. Proof of mailing will be sufficient proof of notice. Such notice shall contain all of the following: 1. The policy number; 2. The date of the notice; 3. The expiration date of the policy; 4. An explanation of the reason for non -renewal; 5. Such notice of nonrenewal also shall be mailed to the insured's agent. If the notice of non -renewal is mailed less than sixty (60) days before the expiration date of the policy, the insured's coverage then in effect remains in effect until sixty (60) days after the date of mailing the notice, unless the insured notifies the insurer in writing that the insured accepts the non -renewal as stated. The insurer shall notify the insured of the amount of the premium for the time after the expiration date that the coverage may remain in effect, and the insured shall pay such premium unless the insured accepts the stated non -renewal. The premium must be calculated using the rates originally applicable to the insured's coverage then in effect. 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. CNA628140H (9-12) Page 2 of 2 Nat'l Fire Ins Co of Insured Name: OVERDRIVE Hartford HOLDINGS, INC. Copyright CNA All Rights Reserved. Pol Endorsem Effectiv Rime Management DMsian REVIEWED&APPRDVEDBY: Risk Management Analyst CNA PARAMOUNT Endorsement Effective Date: 08/07/2020 Insured Name: OVERDRIVE HOLDINGS, INC. 1 OVERDRIVE WAY ATTN: GREG FARMER CLEVELAND, OH 44125-5385 Policy Number: 6080688803 Policy Period: 06/09/2020 — 06/09/2021 Producer's Information: AON RISK SVCS CENTRAL, INC. Producer Code: 079828 ONE LIBERTY PLACE 1650 MARKET ST STE 1000 PHILADELPHIA, PA 19103 (215)255-2000 CNA Branch Number: 300 CNA Branch Name and Address: PHILADELPHIA BRANCH THREE RADNOR CORPORA 100 MATSONFORD RD STE 200 RADNOR, PA 19087 (610)964-5800 Thank you for choosing CNAI With your CNA Paramount package policy, you have insurance coverage tailored to meet the needs of your modern business. The international network of insurance professionals and the financial strength of CNA, rated "A" by A.M. Best, provide the resources to help you manage the daily risks of your organization so that you may focus on what's most important to you. Claim Services — There When You Need Us Claims are reported through a single point of entry available 24/7, connecting you to the individuals and information to help you resume your business when you need it most. To report a claim, please call 877-CNA-ASAP fax (800) 953-7389, email lossreport@cnaasap.com ,orvisitwww.cna.com/claim. Risk Control Services — Help Avoid A Claim Before It Occurs As a CNA policyholder, you have access to certified risk control professionals, risk mitigation programs and online resources to help identify and manage exposures that may disrupt your operation. We collaborate with business leaders to develop customized programs to assist you in safeguarding your assets and improving the bottom line. To learn how our award -winning Risk Control services can help your business, please call (866) 262-0540, email us at riskcontrolwebinfo@cna.com or visit www.cna.com/riskcontrol. When it comes to providing the coverage, service and resources paramount to your business success ... we can show you more. AGENT Copyright CNA All Rights Reserved. Rime Mretagmad Diaisian REVIEWED&APPRDVEDBY: '� Risk Management Analyst ► 11DIM Amendment of Forms and Endorsements Schedule Addition or Deletion of Endorsements It is understood and agreed as follows: I. ADDITION OF FORMS OR ENDORSEMENTS The Forms and Endorsements Schedule is amended to add the following forms or endorsements effective as of the date set forth in such form or endorsement Endm't Number Form or Endorsement Name Form Number Form Edition 26 Amendment of Forms and Endorsements Schedule CNA62673XX 09-12 Addition or Deletion of Endorsements 27 Changes - Notice of Cancellation or Material CNA74702XX 01-15 Restriction Endorsement DELETION OF FORMS OR ENDORSEMENTS The Forms and Endorsements Schedule is amended to delete the following forms or endorsements effective as of the "deletion date" indicated below. The net premium change, if any, for the above endorsements in Sections I. and II. is: Total change is : All other terms and conditions of the Policy remain unchanged. $0.00 .MI 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. CNA62673XX 09-12 P Page 1 of 1 Endorsem Ris1Mwagm%erdDMs1an NATIONAL FIRE INSURANCE OF HARTFORD Effectiv REVIEWED is APPROVED BY: Insured Name: OVERDRIVE HOLDINGS, INC. � ` Fa r e R. Copyright CNA All Rights Reserved. Risk Management Analyst CNA CNA PARAMOUNT Policy Holder Notice — Countrywide QUALITY ASSURANCE FORM Help Us To Serve You Better Every effort has been made to produce a quality product for you. Please review this transaction, and if it is incorrect list the correction needed in the space provided below and fax this Quality Assurance Form to us at 877-363-8669 or email to ciet@cna.com Questions pertaining to any transaction should be referred to CNA Customer Interaction Center at 877-574-0540, Option 3 Please send routine requests via standard ACORD forms through the same method you are using today. The preferred method is by fax: to 877-363-8669 Insured/Account Name: OVERDRIVE HOLDINGS, INC. Policy Number: C 6080688803 Agent Name: AON RISK SVCS CENTRAL, INC. Producer Code: 079828 Transaction Type: Endorsement Transaction Effective Date: 08/07/2020 Line of Business: PMT Branch:PHILADELPHIA BRANCH Your Transaction was processed by Commercial Insurance Center - Lake Mary, EL CID: BY CAC6167 Transaction Incorrect - See Below. Correction needed: CNA68757XX 09-12 Copyright CNA All Rights Reserved. Transaction Processed Correctly RimeMwagxmadDMsian rREVIEWED & APPRDVED By., r o_4.IliJ _II.IPJ-z' b6� Z. vj&'Ad ® Risk Management Analyst NA CNA PARAMOUNT Changes - Notice of Cancellation or Material Restriction Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART EMPLOYEE BENEFITS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART STOP GAP LIABILITY COVERAGE PART TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY — NEW YORK DEPARTMENT OF TRANSPORTATION SCHEDULE Number of days notice (other than for nonpayment of premium): 30 Number of days notice for nonpayment of premium: 10 Name of person or organization to whom notice will be sent: City of Santa Ana Address: Risk Management Division 20 Civic Center Plaza, 4th Floor Santa Ana CA 92702 If no entry appears above, the number of days notice for nonpayment of premium will be 10 days. s It is understood and agreed that in the event of cancellation or any material restrictions in coverage during the policy $ period, the Insurer also agrees to mail prior written notice of cancellation or material restriction to the person or organization listed in the above Schedule. Such notice will be sent prior to such cancellation in the manner prescribed in the above Schedule. 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. CNA74702XX (1-15) Page 1 of 1 Nat'l Fire Ins Cc of Insured Name: OVERDRIVE Hartford HOLDINGS, INC. Copyright CNA All Rights Reserved. Pol Endorsem Effectiv R!6ManagementDMsian REV EWED & APPRDVED BY: Risk Management Analyst END OF COPY RiskMwagxmeKDMsian REVIEWED&APPROVED BY: ® Risk Management Analyst