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HomeMy WebLinkAboutOVERDRIVE, INC. 1 -2013INSURANCE 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. 3. TERM This Agreement shall commence upon execution of this Agreement and have a three (3) year term, with the option to renew for an additional two (2) year period. Intention NOT to renew by either party must be provided ninety (90) days prior to the expiration of the then -current term. The term of this Agreement may be extended upon a writing executed by the Executive Director of Parks, Recreation and Community Services and the City Attorney. 4. INSURANCE Prior to undertaking performance of work under this Agreement, OD shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. OD shall maintain commercial general liability insurance which 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 OD' 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. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 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. 5. INDEMNIFICATION OD agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability 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 gross negligence of OD or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of 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. K 6. CONFIDENTIALITY If OD receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, OD 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. 7. 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 telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk 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 copy to: City of Santa Ana Parks, Recreation & Community Services Agency 26 Civic Center Plaza (M-75) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 571-4221 To OD: OverDrive, Inc. One OverDrive Way Cleveland, OH 44125 Fax (216) 573-6889 Phone (216) 573-6886 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 3 8. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and OD, 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 terms of this Agreement shall prevail. 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 are not embodied herein. 9. DISCRIMINATION OD 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. 10. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow 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. El IN WITNESS WHEREOF, the parties hereto have executed this Digital Content Hosting and Distribution Agreement on the date and year first written above. ATTEST: t / �'V_ z MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO Interim City Attorney By. f.,/ - Laurla Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: Parks, Recreation and Community Services Agency CITY OF SANTA ANA 7 KevinIPIRdUrke Interim City Manager OVERDRIVE, INC. 4zt"'ZA�-Z� (NAME) Cry' cc, LN (Title) Z/S/lS Exhibit "A" OverDrive Digital Library Reserve Order Form Attached hereto and incorporated by reference OverDrive Digital Library Reserve Order Form ver. May 2012 (U.S. & Canada Standalone) OverDdvo OverDriv& Digital Library Reserve Order Form Library Information Name of Library: Santa Ana Public Library Address: 26 Civic Center Plaza City, State/Province, Postal Code: Santa Ana, California 92701 Country: USA Total Annual Materials Circulations: Primary Contact Name: Lynn Nguyen Title: Principal Librarian Telephone: 714-647-5259 Email: Inguyen@santa-ana.org Accounting Contact (all invoices will be emailed to the contact listed below): Name: Title: Telephone: Email: Bill To Address: City, State/Province, Postal Code: Country: OverDrive Content Service Plan Fee Schedule My Library will be invoiced an Annual Fee of $ 20,000 (USD) within thirty (30) days from the Effective Date of this Order Form. The Annual Fee includes an allocation of $ 10.000 (USD) to use toward the selection of Digital Content. All payments due to OverDrive under this Agreement are due within thirty (30) days of presentation of invoice. OverDrive Terms and Conditions: The initial Term of this Agreement shall be for three (3) years from the Effective Date and shall automatically renew for successive Terms of two (2) years unless either party provides written notice of intention not to renew ninety (90) days prior to the expiration of the then -current term. OverDrive Digital Library Reserve is licensed pursuant to the OverDrive Digital Library Reserve Terms and Conditions attached and incorporated herein. Acknowledgement and Acceptance: On behalf of my Library, I represent and warrant that I have the authority to enter into this Agreement and my signature below indicates my Library's agreement and acceptance of the OverDrive Digital Library Reserve Terms and Conditions. By (signature) Title COVAOAl� Se-f0C-eS Name (Print) �TPi+�1�u QS Effective Date 2 (� OverDrive, Inc. • One OverDrive Way • Cleveland, OH 44125 • P:+1216-573-6886 • F:+1216-573-6889 Page 1 of 2 OverDrive Digital Library Reserve Order Form ver. May 2012 (U.S. & Canada Standalone) Collection Annual Collection Credit More than 20,000 classic eBooks from Project Gutenberg — free Web -based staff training to use collection development tools in OverDrive's Content Reserve catalog of 700,000+ popular & educational eBooks, audiobooks, music & video Services Library -branded website plus system -wide updates Authentication options Web -based staff training — lead by expert trainer (live) Web -based staff training — access to online Learning Center (recordings) Reporting module Customizable marketing resources to promote service to staff and community both inside & outside the library Secondary -level user support Technology OverDrive Media Console'"" apps for eBooks, audiobooks, music, video Support for Kindle® (US only), NOOK'"' and iPad®, plus all major devices Configuration and license fee Third -party licenses for digital rights management Maintenance, hosting & support services Bandwidth for all downloads Please complete this order form and return by fax to +1216-573-6889 or email to salesCcDoverdrive.com. Thank you for your order! OverDrive, Inc. • One OverDrive Way • Cleveland, OH 44125 • P:+1216-573-6886 • F:+1216-573-6889 Page 2 of 2 Exhibit `B" OverDrive Digital Library Reserve Terms and Conditions Attached hereto and incorporated by reference OverDrive Digital Library Reserve Terms and Conditions 1. Digital Library Reserve Application Services 1.1 OverDrive will create and host a Library Website for Library's use of the Application Services. OverDrive shall provide the Application Services to the Library under the terms of the Order Form and these Terms and Conditions (collectively referred to as the "Agreement"). 1.2 OverDrive shall create an account in OverDrive's content selection platform, for Library to select Digital Content to make available at the Library Website to Authorized Patrons and to access reports. 1.3 OverDrive will use commercially reasonable efforts to make the Application Services perform substantially in accordance with the terms herein. From time to time, OverDrive may make modifications or updates to the operation, performance, or functionality of the Application Services as it sees fit or as required by OverDrive's suppliers. Library may be required to complete additional forms, documents or other associated materials provided by OverDrive. Library shall use commercially reasonable efforts to complete the documents in a timely manner. 1.4 OverDrive will use commercially reasonable efforts to provide Secondary Support to Library. 1.5 OverDrive shall have sole discretion to approve any and all libraries that seek to participate in Library's DLR Service, as well as approve any other terms and conditions related to such expansion of the DLR Service to additional libraries. OverDrive shall have sole discretion to honor any prior version of an order form, participation form or related material completed by Library. OverDrive may require Library to complete an updated version of the same. 1.6 If Library seeks a modification of the Application Services or integration of the Application Services beyond those offered on the Order Form, the Parties shall cooperate to agree on the specifications for the additional services and any associated terms and conditions. 1.7 Nothing under the Agreement grants any right to Library to the use of, or access to, any Application Services source code. Library does not have the right to reproduce the Application Services, to distribute copies or versions of any modules of the Application Services to any third parties including its Authorized Patrons, or to make and/or sell variations or derivative works of the Application Services. Sole ownership of copyrights and other intellectual proprietary rights shall remain solely with OverDrive or its suppliers. OverDrive reserves the right, at its sole discretion, to display its branding, trademarks, logos, and/or third party marketing or promotional materials on the Library Website. 2. Library Website 2.1 Library shall use commercially reasonable efforts to ensure that use of the Applications Services, the Library Website and the Digital Content are in compliance with this Agreement and with permitted uses as communicated by OverDrive to Library. Library shall use commercially reasonable efforts to prevent unauthorized use of the Digital Content from OverDrive by their users and Authorized Patrons. 2.2 Authorized Patrons may access the DLR Service and supported formats of Digital Content of the Library through the use of their personal device or through an OverDrive approved service, application or program. Within the physical library location(s), Authorized Patrons shall be permitted to download Digital Content directly to their personal device or through an OverDrive approved service, application or program. Library staff may download and demonstrate the use of the DLR Service and/or Digital Content within the physical library location(s) only on staff computers and devices, non-public computers and devices, or through an OverDrive approved service, application or program. 2.3 Library shall reasonably cooperate with OverDrive to limit access to the DLR Service to end users who are Authorized Patrons. In the event Library desires to provide access to the DLR Service to users other than Authorized Patrons, OverDrive reserves the right to limit availability of certain Digital Content, as may be required by supplying publishers. Online library card applications, with or without fees, that provide access, Ver. May 2012 © OverDrive, Inc. temporary or permanent, to the DLR Service to users who do not otherwise qualify as Authorized Patrons shall not be permitted. 2.4 Library represents and warrants that it will not make any representations or create any warranties, expressed or implied, concerning the Application Services and Digital Content, and will take reasonable steps to ensure that its employees, agents, and others under its direction abide by the Agreement. 2.5 Library agrees to perform Primary Support for its Authorized Patrons, unless Library has completed the Front Line Tech Support Order Form and paid for Front Line Tech Support services. OverDrive will provide Library with training and documentation for Library's provision of Primary Support. Library will cooperate with OverDrive to implement customer support practices recommended by OverDrive, including but not limited to directing Authorized Patrons to OverDrive-supplied FAQs and support pages on its Library Website. 2.6 Library shall not access the Application Services in a manner not explicitly permitted by the Agreement, including but not limited to scraping the Library Website and/or web traffic or data to and from the Library Website, intercepting, redirecting, capturing or holding OverDrive-initiated email or other electronic communications, nor shall it allow any third party to access the Application Services in a manner as described in this paragraph. 2.7 OverDrive may employ commercially reasonable efforts to monitor and maintain the availability of its Application Services, including review of traffic for request volume levels, unusual behaviors or patterns, attempts to create a denial of service response, and/or excessive or abusive usage as determined by OverDrive, in its sole discretion. 3. Payments 3.1 Library shall make payment to OverDrive for all Application Services fees and Digital Product costs according to OverDrive within thirty (30) days from Library's receipt of valid invoice. In the event of Library's late or non-payment of any and all amounts due to OverDrive for Application Services fees and cost of Digital Content, OverDrive may suspend access to the Application Services until such time as Library's account becomes current. 3.2 This Agreement is a commitment of the current revenues of the Library. If Library's governing body or similarly related entity fails to appropriate sufficient funds in any fiscal year for payments due under this Agreement, then a non -appropriation event shall be deemed to have occurred. If a non -appropriation event occurs, (1) Library shall give OverDrive immediate notice of such non -appropriation event and provide written evidence of such failure by Library's applicable governing body and (2) on or before sixty (60) days from OverDrive's receipt of notice of non -appropriation, the parties shall cooperate to determine an appropriate course of action as it relates to the OverDrive services provided under this Agreement. In the event that after such sixty (60) day period, no determination is reached on payment and continued provision of services is not possible, then the Agreement and all services hereunder shall terminate on the first day of the fiscal year in which funds are not appropriated. 4. Term and Termination 4.1 The Term of the Agreement shall be governed by the OverDrive Digital Library Reserve Order Form between OverDrive and Library. 4.2 Either party shall have the right to terminate this Agreement as a result of a material breach of the Agreement by the other party that is not cured within thirty (30) days after written notice of such breach. 4.3 Upon termination of this Agreement, the access granted to Library by this Agreement shall be terminated immediately and Library shall make no further use of all or any part of the Application Services, or any confidential information received from OverDrive. 5. Warranties Ver. May 2012 © OverDrive, Inc. 5.1 The parties represents and warrants to that each has the necessary permissions, ownership and intellectual property rights and licenses related to performance under this Agreement. 5.2 THE WARRANTIES SET FORTH UNDER THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL OVERDRIVE BE LIABLE TO LIBRARY OR ITS AUTHORIZED PATRONS AND OR END USERS FOR ANY DAMAGES ARISING FROM OR RELATED TO FAILURE OR INTERRUPTION OF THE APPLICATION SERVICES, OR FOR INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFIT OR OPPORTUNITY, LOSS OF USE OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE LICENSE OR USE OF THE APPLICATION SERVICES. IN NO EVENT SHALL OVERDRIVE'S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT RECEIVED BY OVERDRIVE UNDER THIS AGREEMENT. 6. General Terms 6.1 Confidential Information. The parties acknowledge that each will receive confidential information from the other relating to the Application Services, technical and operational affairs of the other. Subject to any state and/or federal laws and regulations permitting public access to documents and information that are considered public, each party agrees that all confidential information of the other party shall be held in confidence and shall not be disclosed to any third party. Library shall not share its passwords and login credentials of Library's account in OverDrive's content selection portal with anyone, including any third party. Library shall take reasonable steps to prevent unwarranted intrusion into such information. 6.2 Taxes. Library shall at its own expense comply with all applicable laws in connection with the use of the Application Services. The payment obligations under this Agreement are exclusive of any federal, state, municipal or other governmental taxes, sales taxes, excise taxes or tariffs now or hereafter imposed on the production, storage, sale, transportation, import, export, licensing or use of the Application Services. 6.3 No Waiver. The failure of either party to exercise any right or the waiver of either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other term of the Agreement. 6.4 Notice. All notices required to be given pursuant to the Agreement shall be in writing and shall be deemed to have been given, if sent by registered or certified mail, return receipt requested, postage prepaid, addressed to OverDrive at its' current address, Attention: General Counsel or addressed to Library at the address provided on the Order Form, Attention: Primary Contact (as designated on the Order Form), or as otherwise agreed by the parties. 6.5 Assignment. OverDrive may assign this Agreement. This Agreement may not be assigned by Library, nor any duty hereunder delegated by Library without the prior written consent of OverDrive, which shall not be unreasonably withheld. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective heirs, legal representatives, successors and permitted assigns. 6.6 Entire Agreement. The Order Form and these Terms and Conditions constitutes the entire Agreement and understanding of the parties and supersedes all prior and contemporaneous Agreements, understandings, negotiations and proposals, oral or written. Section headings are provided for convenience purposes only and do not provide any modifications or substantive meaning to the terms and conditions of this Agreement. OverDrive may modify the Order Form and these Term and Conditions from time to time. 6.7 All Disputes Arising From the Agreement. This Agreement shall be governed by the laws of the State of Ohio, United States of America without regard to any conflict of laws principles. Any dispute regarding this Agreement or the relationship that has been established by this Agreement shall be brought in the state or federal courts residing in the State of Ohio, USA, and the local laws of Ohio will apply to any such action related to the above. Both parties submit to venue and jurisdiction in these courts. 7. Definitions As used throughout the Agreement, the following definitions shall apply: Ver. May 2012 © OverDrive, Inc. 7.1 "Application Services" or "DLR Service" shall mean the Library Website and digital content distribution service provided to Library, which utilize OverDrivee and other third party technologies and services. 7.2 "Authorized Patron(s)" shall mean those individuals who provide proof of residency, ownership of property, employment, or enrollment in school or similar institution in the Library's service area and which the Library authorizes to download Digital Content from the Library Website or otherwise utilize the Application Services. 7.3 "Digital Content" shall mean the digital titles (e.g. eBooks, audiobooks, music and video) made available from OverDrive at the Library Website. 7.4 "Library" shall mean the organization or entity identified in the Library Information section of the Order Form. 7.5 "Library Website" shall mean the Internet -based application hosted and operated by OverDrive that provides Authorized Patrons access to Digital Content. 7.6 "Order Form" shall mean the OverDrive Digital Library Reserve Order Form completed by the Library. 7.7 "OverDrive" shall mean: OverDrive, Inc., a Delaware Corporation, and its subsidiaries and affiliates. 7.8 "Primary Support" shall mean the services provided by Library to its Authorized Patrons for its day-to- day help, support, technical aid and other assistance for their use of the Library Website and Digital Content. 7.9 "Secondary Support" shall mean the technical support services provided by OverDrive to Library including reasonable efforts to assist Library in providing Primary Support. Ver. May 2012 © OverDrive, Inc. OVERINC-01 AMYLUDWIG CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) F TYPE OF INSURANCE 1/4/2013 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 AMEN6, 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 Caledonian Insurance Group, Inc. BOX 60 Me Mercer Island, WA 98040-0060 CONTACT NAME: PHONE 1 (206) 232-9870 I n/c A/C No xt No): 1 (206) 232-9515 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: National Fire Ins. Co. Of Hart 9/3/2012 INSURED IN SURER B: Transportation Insurance Co. INSURER C: Continental Casualty Co. OverDrlve, Inc. INSURER D: One OverDrive Way Cleveland, OH 44125 INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NI IM91=10• 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 TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DDNYYYI POLICY EXP (MMIODNYYYI LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 7 OCCUR X Stop Gap- $1,000,000 4030411637 9/3/2012 9/3/2013 EACH OCCURRENCE $ 1,000,000 DAMAGETO PREMISES RENTED encs $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JFC7 LOC PRODUCTS - COMPIOPAGG $ 2,000,000 $ B AUTOMOBILE LIABILITY ANY AUTO 4030411671 9/3/2012 9/3/2013 EO aB NeD SINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ JX ALLOWNED SCHEDULEDBODILY AUTOS AUTOS INJURY Per accident $ ( )HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE Per accident $ C X UMBRELLA LIABX EXCESS LIAB OCCUR CLAIMS -MADE 4030411587 9/3/2012 9/3/2013 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ DED I X I RETENTION $ 10,000 Aggregate $ 10,000,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? ❑ (Mandatory in NH) If yes, describe under N / A T WC STATU- OTH- LIMITS R E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) City of Santa Ana, its officers, agents and employees are additional insured as required by written contract. SDIAS Tc) APp kov s Sta t ��ty Attofney „ ,.,n, c nvwr=r% toANI:tLLA I IUN / — 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 ©1988-2010 ACORD CORP&AATION. A�4iahts reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD CNA SB -1 46932-D (Ed. 07/09) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED — BLANKET VENDORS WHO IS AN INSURED is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed, because of a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omission or those of its SB -146932-D (Ed. 07/09) employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. 2. MISCELLANEOUS ADDITIONAL INSUREDS WHO IS AN INSURED is amended to include as an insured any person or organization (called additional insured) described in paragraphs 2.a. through 2.h. below whom you are required to add as an additional insured on this policy under a written contract or agreement but the written contract or agreement must be: 1. Currently in effector becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage" or "personal and advertising injury," but Only the following persons or organizations are additional insureds under this endorsement and coverage provided to such additional insureds is limited as provided herein: a. Additional Insured — Your Work That person or organization for whom you do work is an additional insured solely for liability due to your negligence specifically resulting APPROVED AS TO FC)hp4ge 1 of 5 LISA E, STORCK Assistant City Attorney from your work for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. The insurance provided to the additional insured is limited as follows: (1) The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. (2) The coverage provided to the additional insured by this endorsement and paragraph F.9. of the definition of "insured contract" under Liability and Medical Expenses Definitions do not apply to "bodily injury" or "property damage" arising out of the "products -completed operations hazard" unless required by the written contract or written agreement. (3) The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services. b. State or Political Subdivisions A state or political subdivision subject to the following provisions: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (2) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. SB -146932-D (Ed. 07/09) SB -146932-D (Ed. 07/09) This insurance does not apply to "bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality. c. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. d. Managers or Lessors of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. e. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. f. Owners/Other Interests — Land is Leased An owner or other interest from wham land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any 'occurrence" which takes place after you cease to lease that I and; or Page 2 of 5 SB -146932-D (Ed. 07/09) (2) Structural alterations, new Damage To Property, is replaced by the construction or demolition operations following: performed by or on behalf of such additional insured. k. Damage To Property g• Co-owner of Insured Premises "Property damage" to: A co-owner of a premises co -owned by you 1. Property you own, rent or occupy, and covered under this insurance but only including any costs or expenses with respect to the co-owners liability as co- incurred by you, or any other person, owner of such premises. organization or entity, for repair, replacement, enhancement, h. Lessor of Equipment restoration or maintenance of such Any person or organization from whom you property for any reason, including lease equipment. Such person or organization prevention of injury to a person or are insureds only with respect to their liability damage to another's property; arising out of the maintenance, operation or 2. Premises you sell, give away or use by you of equipment leased to you by abandon, if the "property damage" such person or organization. A person's or arises out of any part of those organization's status as an insured under this premises; endorsement ends when their written contract or agreement with you for such leased 3. Property loaned to you; equipment ends. 4. Personal property in the care, With respect to the insurance afforded these custody or control of the insured; additional insureds, the following additional 5. That particular part of any real exclusions apply: property on which you or any This insurance does not apply: contractors or subcontractors working directly or indirectly in your behalf are (1) To any "occurrence" which takes place performing operations, if the "property after the equipment lease expires; or damage" arises out of those (2) To "bodily injury," "property damage" or operations; or "personal and advertising injury" arising 6. That particular part of any property out of the sole negligence of such that must be restored, repaired or additional insured. replaced because "your work" was Any insurance provided to an additional insured incorrectly performed on it. designated under paragraphs b. through h. above Paragraph 2 of this exclusion does not does not apply to "bodily injury" or "property apply if the premises are "your work" and damage" included within the "products -completed were never occupied, rented or held for operations hazard." rental by you. 3. The following is added to Paragraph H. of the Paragraphs 1, 3, and 4, of this exclusion BUSINESSOWNERS COMMON POLICY do not apply to "property damage" (other CONDITIONS: than damage by fire or explosion) to H. Other Insurance premises: (1) rented to you: 4. This insurance is excess over any other insurance naming the additional insured (2) temporarily occupied by you with the as an insured whether primary, excess, permission of the owner, or contingent or on any other basis unless a (3) to the contents of premises rented to written contract or written agreement you for a period of 7 or fewer specifically requires that this insurance be consecutive days. either primary or primary and noncontributing. A separate limit of insurance applies to Damage To Premises Rented 4. LEGAL LIABILITY — DAMAGE TO PREMISES To You as described in Section D — A. Under B. Exclusions, 1. Applicable to Liability and Medical Expenses Limits of Business Liability Coverage, Exclusion k. Insurance. SB -146932-D Page 3 of 5 (Ed. 07/09) Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products -completed operations hazard." B. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the last paragraph of 2. Exclusions is deleted and replaced by the following: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. C. The first Paragraph under item 5. Damage To Premises Rented To You Limit of Section D. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you, or temporarily occupied by you, with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. 5. Broad Knowledge of Occurrence The following items are added to E. Businessowners General Liability Conditions in the Businessowners Liability Coverage Form: e. Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence," offense, claim or "suit' is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; SB -146932-D (Ed. 07/09) SB -1 46932-D (Ed. 07/09) (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph e. applies separately to you and any additional insured. 6. Bodily Injury Section F. Liability and Medical Expenses Definitions, item 3. "Bodily Injury" is deleted and replaced with the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. 7. Expanded Personal and Advertising Injury Definition The following is added to Section F. Liability and Medical Expenses Definitions, item 14. Personal and Advertising Injury, in the Businessowners General Liability Coverage Form: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: 1. Not done intentionally by or at the direction of: a. The insured; or b. Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and 2. Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. B. The following is added to Exclusions, Section B.. (115) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. Page 4 of 5 (16) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. C. This provision (Expanded Personal and Advertising Injury) does not apply to discrimination or humiliation committed in the states of New York or Ohio. Also, Expanded SB -146932-D (Ed. 07/09) SB -146932-D (Ed. 07/09) Personal and Advertising Injury Coverage does not apply to policies issued in the states of New York or Ohio. D. This provision (Expanded Personal and Advertising Injury) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. Page 5of5 0 DATE (MMIDDIYYYYI.. C" CERTIFICATE OF LIABILITY INSURANCE 912/2015 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 .T.rl*,rn iCna fiar�n Assured SKCG, Inc. 123 Main Street 14th floor White Plains INSURED OverDrive, Inc. One OverDrive way ) -,-N? C.) I "; .._I t' d' INSURER E Cleveland OH 44125 INSURER F COVERAGES CERTIFICATE NUM',BER:CL159271084 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 ._ TYPE OF INSURANCE ADDL SU®R. _. POLICY EFF LTR POLICY NUMBER MMIDDIYNYY POLICY EXP......LIMITS MMIDD1YYYY X !.. COMMERCIAIL. GENERAL LIABILITY EACH OCCURRENCE $ 1 , 000 , 000 A _. CLAIMS -MADE - X... OCCUR GE TO RENTED 1,000,000 DAMAPREM PREMISES (Ea occurrence) $ -. X. ZDY 9599284--03 6/30/2015 _._ 6/30/201..6 MED EXP (Any one person) $ 10,000 PERSONAL 8, ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PERS GENERAL AGGREGATE $ 2, 000, 000 POLICY PRC - ECT X LCC PRODUCTS - COMPIOPAGG $ 2,000,000 OTHER. $ AUTOMOBILE LIABILITY .. COMBINED SINGLE LIMIT' $ 1, 000:000 (Ea accident)......... ....._ _ X. ANY AUTO 80D] LY INJURY (Per person) $ B ALL OWNED SCHEDULED Appy -A663368'-00 6/30/2015 AUTOS AUTOS ......... 6/30/2016 BODILY INJURY (Per accident) $ NON -OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Peraccident)._. $ X.... UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 10,000,000 B EXCESS LIAB CLAIMS -MADE AGGREGATE.... $ 10,000,000 DED RETENTION $ OHY 9599285-03 6/30/2015 6/30/2016 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS" LIABILITY YIN ...... STATUTE ER„ ANY PROPRIETORfPARTNERIEXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICERIMEMBNIA AER EXCLUDED? N ....... ... C (Mandatory in NH) ....... W2Y-9571546-04 6/30/2015 6/30/2016 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under ._.... ........ ....... ......... DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 D Technology, Media EON 625541546 004 6/30/2015 6/30/2016 U61: of Liability $10,000,000 Professional. Liability DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) City of Santa Ana, its officers, agents and employees are named as additional insureds. Additional insured status is granted for General Liability per policy terms and conditions, when required by written Icontract. Thirty (30) day notice of cancellation, General Liability Coverge is Primary & Non --Contributory when required by written contract- 6�r*w . CERTIFICATE HOLDER Wq \KJ ) ELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ' City of Santa .Ana 00 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1 r�^^�e . 20 Civic Center plaza tiJ �(� ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 c\y AUTHORNZED REPRESENTATIVE �y �J Richard Canter/VENNI @ 1988-2014 ACORD CORPORATION. All rights reserved.. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD INS025 rgn,ani} ZDY 9599284 03 8608114 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 SUMMARY OF COVERAGES 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 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 K Bail Bonds $2,500 Loss of Earnings- <eA G\1 $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. Addlitilionall Insured by Contract, Agreement or Permit The following is added to SECTION 11 — WHO IS ANINSURED: Additional Insured by Contract, Agreement or Permft 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. lb. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law-, and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. 421 -2915 12 14 Yncludes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 (3) Applies on a primary basis if that is required by the written nmntraut, written agreement orpermit. (4) Will not be broader than coverage provided toany other insured. (5) Does not apply if the "bodily injwry^. ~property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Pmrt, including any endorsements thereto. o. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior tothe "bodily injury^. ''property damage", or "personal injury and advertising injury" (2) Toany person ororganization included os an insured by another endorsement issued by um and made part of this Coverage Port. (3) Tnany lessor oyequipmemt (m) After the equipment lease expieas�or (b) If the "bodily injury". ''property damage'. ^permumm| and advertising injury" arises out of sole negligence of thelessor (a) Owners mother interests from. whom land has been leased which takes place after the lease for the land ax' 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 amage", "personal injury" or O�00 advertising injury" arises out of structural alterations, new con- -struction or demolition operations performed by or on behalf of the manager or lessor. 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 mupomimion, hiring, employment, training ormonitoring of cdhena by that inmured, if the "occurrence" which caused the "bodily injury" mr"property damage" mrthe, offense which caused the "personal and ZDY 9599284 03 8608114 advertising injury" involved the nemdohnQ of or failure to render any professional services byorfor you. d. With respect to the insurance afforded to these additional imsunedm, the following is added to SECTION U| — LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser ofthe amount ofinsurance: 1. Required by the oomtmaut, agreement or permit described inParagraph o.|or 2. Available under the applicable Limits of Insurance shown inthe Declarations. This endorsement shalt not increase the applicable Limits of Insurance ohuvvn in the Declarations. 2. Additional Insured — Primary and Non - Contributory The following is added to SECTION |V — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4.Other insurance: Additional Insured — Primary and Non - Contributory If you agree in a written oomtnaot, written agreement orpermit that the insurance provided to any person or organization included as an Additional Insured under SECTION N —VVHO IS AN |NSURED, is primary and non-contributory, the following applies: |fother valid and collectible insurance is available tothe Additional Insured for a |ooe covered under Coverages A or B of this Coverage Part, our obligations are limited aafollows: 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 owa0mb|e to the Additional Insured except: (1) For the sole negligence ofthe Additional Insured-, (2) When the Additional |mawnmd is an Additional Insured under another primary liability policy; or (3) when b. below applies. If this, imounmmoo is phmary, our obligations are not affoohad unless any of the other insurance is also primary, Then, we will share with all that other insurance by the method described in c. below. 421-2915 12 14 includes copyrighted material of Insurance Services Office, mc..with its permission. Page 2of4 DATE (MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 7/13%2016 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 SUBROGATIONIS 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,-ennifer Lichtman NAME: Assured SKCG, Inc. PHONE Ext); (914) 761-9000 (AIC, Na]: (414)761-3749 123 Main Street E-MAIL ADDRESS: cram ADDRESS: 7 � 14th floor ..... _.,INSURER(S)AFFORDING COVERAGE NAIL# White Plains NY 10601 INSURER.AMass Bay 22306 INSURED_ INSURER...B:Hanover Insurance Company ....... _ 22292 OverDrive Holdings, Inc. INSURERC'Al.lmerica Financial Benefit Ins 4194.0 One OverDrive Way" ( INSURERD:Illinois union 27960 INSURER.E : Cleveland OH 441,25 INSURERF: COVERAGES CERTIFICATE NUMBER CL1671380206 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 POL0ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS., EXCLUSIONS AND CONDIT@ONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR _... TYPE OF INSURANCE AODL SUER __. _ POLICY fF'F POLICY EXP LIMITS ''..... LTR N. POLICY NUMBER MMIDDlYYYY MMYDDFYYYY X COMMERCIAL. GENERAL LIABILITY EACH OCCURRENCE $ 1, GOO, 000 OAMAGE TO RENTED A CLAIMS -MADE X OCCURPREMISES ( a occu ence $ 1,000,000 �j C ';uDY 04 5.30 2016 6/30/2017 / 30!2(917 MED EXP (Any one person) $ 10,000 t PERSONAL 8 ACV INJURY $ 1, 090, 000.... GEN'L AGGREGATEPIM)X IT APPLIES PER: � �' � GENERAL AGGREGATE_. $ ..... 2,000,000 .. POLICY JECT LOC PRODUCTS COMPPOP AGG $ ........ 2,000,000 ., OTHER_ w M1 y _ $ AUTOMOBILE LIABILITY V COMBINED SINGLE LIMIT $ 1, 000, 000 .. 4 4 , yy {.�, (Ea accident).... _.. ......... ..... B X ' ANY AUTO h v h...l,. BODILY INJURY (Per person) $ .._. ... ALL OWNED SCHEDULED A.Y-, 3368-01 z 6/30/2016 6/30/2017 BODILY INJURY (Per accident) $ AUTOS AUTOS, �"� C ' PROPERTY DAMAGE _ $ HIR ED AUTOS AUTOS (Per accident)_ _... _. X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $.......15,000,00..0 B EXCESS LIAB .... CLAIMS -MADE... AGGREGATE.. $_ 15,0100 , OOO !.DED RETENTION$ UHY 9599285-04. 6/30/2016 6/30/2017 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS' LIABILITY YIN _. STATUTE ER _ ANY PROPRIETORIPARTNER;ECECUTIVENIA E.L EACH ACCIDENT $ 1,000,000 OFFICERIMEMSER EXCLUDED? C (Mandatory in NH) W2Y-9 571546-05 6/30/2016 6/3012017 F L DISEASE - EA EMPLOYEE $ 1, 000, 000.. If yes describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000'.00,0 D Technology, Media '., EON 625541546 005. 6/30/2016 6/30/2017 Limit ofUability $10,000,000 Professional Liability DESCRIPTION OF OPERATIONS I LOCATIONS f 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. Additional insured status is granted for General Liability per policy terms and conditions, when required by written contract per endorsement number 421-2915 06 15 ('see attached). Thirty (30) day notice of cancellation, General Liability Coverge is Primary & Non -Contributory when required by written contract per endorsement number 421-2915 06 15 (see attached). City of Santa Ana 20 Civic Center plaza Santa Ana, CA 92701 ACORD 25 (2014/01) INS025rgrlr4nv 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 Richard Cant. r/ ENN' �u�-.� ��,�c✓i r ?'�rr.._.t Cc} 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ZDY 9599284 04 8608114 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A110AMARV OF COVIFRAGPA 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 a. Medical Payments — Extended Reporting Period Included 9. �Newly Acquired or Formed Organizations - Covered until end of policy period Included 10. Non -owned Watercraft 1 ft. 11. Supplementary Payments Increased Limits Bail Bonds $2,500 Loss of Earnings $1 000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to NotifyIncluded y I 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 11 — WHO IS ANINSUIRED. 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. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for Such additional insured. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 1248 (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 an� 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 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 III — 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 — 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 11 — 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; Out Or the rendering of or the failure to (2) When the Additional Insured is an render any professional services. Additional Insured under another primary This exclusion applies even if the claims�-Iiability policy; or against any insured allege negligence or other wrongdoing in the supervisiorp0NAV) when b. below applies. ,4 hiring, employment, training or monitord if this ins e is primary, our obligations are le ted unless any of the other insurance no le of others by that insured, if the o 2 r ar . Then, we will share with all 1. .4a� occurrence" which caused the "bodily 6' te injury" or "property damage" or the offense . 0 insurance by the method described which caused the "personal NA elow, 421 -2915 06 15 Includes copyrighted material of Insurance?ervices Office, iric., with its permission. Page 2 of 4 1249 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. ZDY 9599284 04 8608114 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 — BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph i. 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. We will share the remaining loss, if any, Paragraphs (3), (4) and (6) do not apply to with any other insurance that is not "property damage" to "customers goods" while described in this Excess Insurance on your premises nor do they apply to the use provision and was not bought specifically levators at premises you own, rent, lease to apply in excess of the Limits of 6 091ccupy. Insurance shown in the Declarations this Coverage Part. ejP,"4 b. The follow' s added to SECTION V — DEF S: c. Method Of Sharing 1!09tomers goods" means property of If all of the other insurance permits ustomer on your premises for the contribution by equal shares, we will follo s rpose of being: method also. Under this approac each 421-2915 06 15 Includes copyrighted maternal of Insurance Services Office, Inc., with its permission. Page 3 of 4 Im ZDY 9599284 04 860811 a. worked on; or 10. Non -Owned Watercraft b. used in your manufacturing process. SECTION I - COVERAGES, COVERAGE A c, The insurance afforded under this provision is BODILY INJURY AND PROPERTY DAMAGE excess over any other valid and collectible LIABILITY, Paragraph 2. Exclusions, subparagraph g.(2) is replaced by the following: property insurance (including deductible) available to the insured whether primary, 9. Aircraft, Auto Or Watercraft excess, contingent (2) A watercraft you do not own that is: 6. Knowledge of Occurrence (a) Less than 51 feet long; and The following is added to SECTION IV - (b) Not being used to carry persons or COMMERCIAL GENERAL LIABILITY property for a charge; CONDITIONS, Paragraph 2. Duties in the Event.This provision applies to any person who, of Occurrence, Offense, Claim or Suit: with your consent, either uses or is e. Notice of an "occurrence", offense, claim or responsible for the use of a watercraft. "suit"" will be considered knowledge of the insured if reported to an individual named 11. Supplementary Payments Increased Limits insured, partner, executive officer or an SECTION I - SUPPLEMENTARY PAYMENTS ""employee"" designated by you to give us such COVERAGES A AND B, Paragraphs 1.b. and a notice. 1 A. are replaced by the following: 7. Liberalization Clause 1.b.Up, to $2,500 for cost of bail bonds required The following is added to SECTION IV - because of accidents or traffic law violations COMMERCIAL GENERAL LIABILITY arl8ing-out-of-the-use of any vehicle to which CONDITIONS: the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds, Liberalization Clause 1.d.All reasonable expenses incurred by the If we adopt any revision that would broaden the insured at Our request to assist us in the coverage under this Coverage Form without investigation or defense of the claim or "suit", additional premium, within 45 days prior to or including actual loss of earnings up to $1000 a during the policy period, the broadened coverage day because of time off from work. will immediately apply to this Coverage Part, 12. Unintentional Failure to Disclose Hazards 8. Medical Payments - Extended Reporting The following is added to SECTION IV - Period COMMERCIAL GENERAL LIABILITY a. SECTION I - COVERAGES, COVERAGE C - CONDITIONS, Paragraph 6. Representations: MEDICAL PAYMENTS, Paragraph 11.1 Insuring Agreement, subparagraph a.(3)(b) We will not disclaim coverage under this Coverage is replaced by the following: Part if you fail to disclose all hazards existing as of the inception date of the policy provided such (b) The expenses are incurred and reported failure is not intentional. to us within three years of the date of the 13. Unintentional Failure to Notify accident; and b. This coverage does not apply if COVERAGE The following is added to SECTION IV - C - MEDICAL PAYMENTS is excluded either COMMERCIAL GENERAL LIABILITY by the provisions of the Coverage Part or by CONDITIONS, Paragraph 2. Duties in the Event endorsement. of Occurrence, Offense, Claim or Suit: 9, Newly Acquired Or Formed Organizations Your rights afforded under this policy shall not be prejudiced if you fail to give us notice of an SECTION 11 - WHO IS AN INSURED, Paragraph ""occurrence"", offense, claim or "suit", solely due to 3.a. is replaced by the following: 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, I under this I& ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS R NCHANGED. . 0 GOe X�N 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 4 1251