Item 23 - Approve an Agreement with Overdrive, Inc. for Digital Content Hosting and Distribution

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Date Hosting Fee Digital Content Annual Total 2/l/21-6/30/21 $2,500 $38,510 $41,010 7/1/21 - 6/30/22 $6,000 $64,000 $70,000 7/1/22 — 6/30/23 $6,000 $64,000 $70,000 7/1/23 — 6/30/24 $6,000 $64,000 $70,000 *Any monies allocated for each year, but not utilized, may be used in subsequent year provided that the total Agreement not -to -exceed amount does not change. b. Consultant agrees and understands that the continuation of this Agreement for years 2, 3 and 4 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. 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 February 1, 2021 for a forty-one (41) month term until June 30, 2024, 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 manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. RESERVED 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 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 Page 2 of 8