OVERDRIVE, INC. 1 -2013 - Laserfiche WebLink

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INSURANCE ON FILE 1dC.RF; MAY PROCEED N-2013-018 UNTIL INSURANCE EXPIRES 9- -/-3 2� CLERK OF COUNCIL DIGITAL CONTENT HOSTING AND DATE: DISTRIBUTION AGREEMENT 4: PRCS (/ ) Silvia Cuevas THIS DIGITAL CONTENT HOSTING AND DISTRIBUTION AGREEMENT ("Agreement") is entered into o �, 2013, by and between OverDrive, Inc., a Delaware corporation ("OD") and the ty of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS: A. The City desires to hire a contractor to host and distribute digital content to the Santa Ana Main Library. B. OD represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, OD represents that it is knowledgeable in its field and that any services performed by OD under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional 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: SCOPE OF SERVICES OD will provide use of its platform to the Santa Ana Public Library for distribution of digital content to the patrons of said library under the terms of the OverDrive Digital Library Reserve Order Form set forth on Exhibit "A", attached hereto and incorporated herein by reference, and the OverDrive Digital Library Reserve Terms and Conditions set forth on Exhibit `B", attached hereto and incorporated herein by this reference, and will ensure its continued functionality and operation. OD retains copyright to all work product created under the Agreement and all proprietary and confidential information provided pursuant to the Agreement remain the exclusive property of OD. 2. COMPENSATION a. City agrees to pay, and OD agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $20,000.00 annually during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice on a monthly basis, subject to City accounting procedures.