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AGREEMENT TO PROVIDE DIGITAL CONTENT HOSTING AND DISTRIBUTION <br />FOR THE SANTA ANA PUBLIC LIBRARY COLLECTION <br />THIS AGREEMENT is made and entered into this 17th day of October, 2023 by and <br />between OverDrive, Inc., a Delaware corporation ("Consultant"), and the City of Santa Ana, a <br />charter city and municipal corporation organized and existing under the Constitution and laws of <br />the State of California ("City"). <br />RECITALS <br />A. The City desires to retain a consultant having special skill and knowledge in the field of <br />digital content hosting and distribution. <br />B. Consultant represents that Consultant is able and willing to provide such services to the <br />City. <br />C. In undertaking the performance of this Agreement, Consultant represents that it is <br />knowledgeable in its field and that any services performed by Consultant under this <br />Agreement will be performed in compliance with such standards as may reasonably be <br />expected from a professional consulting firm in the field. <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the <br />terms and conditions hereinafter set forth, the parties agree as follows: <br />1. SCOPE OF SERVICES <br />Consultant shall perform the services that are described in Exhibit A including but not <br />limited to hosting a digital online e-library providing e-books in both English and Spanish, audio <br />books in both English and Spanish, streaming videos, young adult content and teen content. <br />2. COMPENSATION <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services for <br />City, the rates and charges identified in Exhibit B. The total amount to be expended <br />during the term of this Agreement shall not exceed Four Hundred, Five Thousand <br />Dollars and Zero Cents ($405,000). <br />b. Any monies allocated for each year in Exhibit B, but not utilized, may be used in <br />subsequent years provided the total Agreement not -to -exceed amount does not change. <br />c. Payment by City shall be made within 45 days (forty-five) days following receipt of <br />proper invoice evidencing work performed, subject to City accounting procedures. <br />Payment need not be made for work which fails to meet the standards of performance <br />set forth in the Recitals which may reasonably be expected by City. <br />Page 1 of 9 <br />