GOVERNMENT OF THE DISTRICT OF COLUMBIA
September 30, 2021
The Honorable Phil Mendelson
Chairman
Council of the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue, N.W., Suite 402
Washington, D.C. 20004
Reference: District of Columbia Public Library
Downloadable Digital Content Services
Contract No. DCPL-2022-C-0002
Dear Chairman Mendelson:
Enclosed for consideration and approval by the Council of the District of Columbia is a
proposed Contract No. DCPL-2022-C-0002 with OverDrive Inc. in the amount of
$1,900,000.00. This proposed contract provides secure management, digital rights
management, and a series of services and digital content materials uniquely available
from OverDrive. The services will enable DCPL and other public libraries to lend
popular audiobooks, eBooks, streaming videos, magazines, and other digital content via
the librarys website on a single platform. The contract period of performance will be
from the date of award through September 30, 2022.
As always, I am available to discuss any questions you may have regarding the proposed
contract. To facilitate a response to any questions you may have regarding the proposed
contract, please have your staff contact Barbara Jumper, Chief Business Officer, at (202)
727-1101. I look forward to the favorable consideration of this contract.
______________________________________________________________________________
DC Public Library | 901 G Street, NW, 3rd Floor | Washington DC 20001
Telephone (202) 727-1101 | dclibrary.org
Sincerely,
Richard Reyes-Gavilan
Executive Director
Enclosure
cc: Nyasha Smith, Secretary to the City Council
______________________________________________________________________________
DC Public Library | 901 G Street, NW, 3rd Floor | Washington DC 20001
Telephone (202) 727-1101 | dclibrary.org
 GOVERNMENT OF THE DISTRICT OF COLUMBIA
Pursuant to section 202(c) of the Procurement Practices Reform Act of 2010, as amended,
D.C. Official Code 2-352.02(c), the following contract summary is provided:
COUNCIL CONTRACT SUMMARY
(Standard)
(A) Contract Number: DCPL-2022-C-0002
Proposed Contractor: OverDrive Inc.
Amount: $1,900,000.00
Unit and Method of Compensation: Payments will be made on a monthly basis
Term of Contract: From the Date of Award through September 30, 2022
Type of Contract: Indefinite Delivery/Indefinite Quantity
Source Selection Method: Competition Exemption in Accordance with D.C. Code
2-354.13.
(B) For a contract containing option periods, the contract amount for the base period and
for each option period. If the contract amount for one or more of the option periods
differs from the amount for the base period, provide an explanation of the reason for
the difference:
Option Year 1 $1,900,000.00
Option Year 2 $1,900,000.00
Option Year 3 $1,900,000.00
Option Year 4 $1,900,000.00
(C) The goods or services to be provided, the methods of delivering goods or services, and
any significant program changes reflected in the proposed contract:
OverDrive provides secure management, downloadable digital content services, digital
rights management, and a series of services and digital content materials uniquely available
 from OverDrive. The services enable DCPL and other public libraries to lend popular
audiobooks, eBooks, streaming videos, magazines, and other digital content via the
library's website on a single platform. The OverDrive system includes:
1. A customized website service and the award-winning Libby app for accessing and
downloading digital materials integrated with the library's ILS system for real-time
patron authentication.
2. The ability for increasing cooperation with local schools by adding student
authentication to the public library's digital catalog.
3. The only digital library lending provider that offers downloads in the Kindle format and
compatibility with all generations of the Amazon Kindle, the most popular and widely
used eReading device on the market.
4. A Local Content feature for libraries, providing the ability to upload locally produced
and self-published digital content into the platform for lending to their patrons, with
lending policies set by the library.
5. Download eBooks capable of operating on portable devices such as iPads,
Chromebooks, Windows Mobile, as well as all generations of Amazon Kindle
(exclusive to OverDrive).
6. Digital magazines available through Zinio (exclusive to OverDrive).
7. Educational, continuing education, and professional development courses available
through Universal Class (exclusive to OverDrive).
8. OverDrive's proprietary browser-based formats (OverDrive Read and OverDrive
Listen) are the industry's only browser-based formats that can cache the content for
offline usage and does not require active internet connection to read/listen to the digital
content.
9. A multi-lingual user interfaces option for the patron to choose from directly on the
patron-facing website, with over fifteen (15) different language options available.
10. OverDrive APIs, available via the OverDrive Developer Portal, allow for deep
integration of digital content with library discovery tools.
11. Controls for the library to set digital book lending policies and manage access and
usage of materials, as well as a "Recommend to Library" feature for patrons to submit
purchase suggestions.
12. Download audiobooks with accessibility features for the blind and visually impaired.
13. OverDrive MP3 Audiobooks compatible with MAC/OS, iPods and other Apple
devices.
(D) The date on which a competitive procurement for these goods or services was last
conducted, the date of the resulting award, and a detailed explanation of why a
competitive procurement is not feasible:
OverDrive was introduced and integrated into the library's ILS system in 2008. OverDrive
built and customized a DCPL website hosting service for lending digital materials
integrated with the library's ILS system for real-time patron authentication. The reasons
why a competitive procurement is not feasible are described in Sections (C) and (O) of this
Summary.
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(E) A description of any bid protest related to the award of the contract, including
whether the protest was resolved through litigation, withdrawal of the protest by the
protestor, or voluntary corrective action by the District. Include the identity of the
protestor, the grounds alleged in the protest, and any deficiencies identified by the
District as a result of the protest: N/A
(F) The background and qualifications of the proposed contractor, including its
organization, financial stability, personnel, and performance on past or current
government or private sector contracts with requirements similar to those of the
proposed contract:
OverDrive was founded in 1986 and has provided services to the satisfaction of DCPL
since 2008. The proposed contractor is one of the largest digital distributors of eBooks,
audiobooks, magazines, and streaming video titles that offers the most extensive digital
content catalog in the world to more than 65,000 public libraries, K-12 schools, colleges
and universities, and corporations in eighty-four (84) countries worldwide.
In addition, the contractor has a good record of integrity and business ethics. Also,
according to a recent Dun and Bradstreet (D&B) report the company's current
supplier rating of 3 indicates a low financial risk for DCPL to enter into a contract
with the proposed contractor.
(G) A summary of the subcontracting plan required under section 2346 of the Small,
Local, and Disadvantaged Business Enterprise Development and Assistance Act of
2005, as amended, D.C. Official Code 2-218.01 et seq. ("Act"), including a
certification that the subcontracting plan meets the minimum requirements of the Act
and the dollar volume of the portion of the contract to be subcontracted, expressed
both in total dollars and as a percentage of the total contract amount:
OverDrive is a customized website service integrated with the library's ILS system for real-
time patron authentication. Therefore, the system cannot be decoupled and portions
subcontracted to other contractors.
(H) Performance standards and the expected outcome of the proposed contract:
The library's expectation for the contractor is to continue providing to the satisfaction of
DCPL digital content materials that enable patrons to download popular audiobooks,
eBooks, streaming videos, magazines, and other digital content via the library's website on
a single platform.
(I) The amount and date of any expenditure of funds by the District pursuant to the
contract prior to its submission to the Council for approval: N/A
(J) A certification that the proposed contract is within the appropriated budget authority
for the agency for the fiscal year and is consistent with the financial plan and budget
adopted in accordance with D.C. Official Code 47-392.01 and 47-392.02:
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 Per the Memorandum dated July 29, 2021, DCPL's Agency Fiscal Officer has certified
funding availability of $1,900,000 for the contract. See the attached.
(K) A certification that the contract is legally sufficient, including whether the proposed
contractor has any pending legal claims against the District:
The proposed contract has been deemed legally sufficient by the DCPL Office of the
General Counsel. Also, the proposed contractor does not appear to have any pending legal
claims against the District.
(L) A certification that Citywide Clean Hands database indicates that the proposed
contractor is current with its District taxes. If the Citywide Clean Hands Database
indicates that the proposed contractor is not current with its District taxes, either: (1)
a certification that the contractor has worked out and is current with a payment
schedule approved by the District; or (2) a certification that the contractor will be
current with its District taxes after the District recovers any outstanding debt as
provided under D.C. Official Code 2-353.01(b):
As of August 6, 2021, the Citywide Clean Hands database indicates that the proposed
contractor is in compliance with the Government of the District of Columbia tax laws and
regulations and is current with its District taxes. See the attached Citywide Clean Hands
Certificate.
(M) A certification from the proposed contractor that it is current with its federal taxes, or
has worked out and is current with a payment schedule approved by the federal
government:
By letter dated March 24, 2021, the proposed contractor has self-certified that the company
is current with its federal taxes. See the attached.
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(N) The status of the proposed contractor as a certified local, small, or disadvantaged
business enterprise as defined in the Small, Local, and Disadvantaged Business
Enterprise Development and Assistance Act of 2005, as amended, D.C. Official Code
2-218.01 et seq.:
The proposed Contractor is NOT certified as a local, small, or disadvantaged business
enterprise.
(O) Other aspects of the proposed contract that the Chief Procurement Officer considers
significant:
The services provided by OverDrive are exempt from competition in accordance with
D.C. Official Code 2-354.13 Competition Exemptions. Specifically, DC
Official Code 2-354.13 states the following: "Contracts for the following
procurements shall be exempt from the competition requirements established by
this chapter." The chapter lists seventeen (17) competition exemption categories.
The services provided by OverDrive fall under the below category:
(4) Copyrighted or patented materials, including technical pamphlets, published
books, maps, and testing or instructional materials, provided that the
materials are purchased directly from the owner of the copyright or patent.
(P) A statement indicating whether the proposed contractor is currently debarred from
providing services or goods to the District or federal government, the dates of the
debarment, and the reasons for debarment:
As of August 18, 2021, the proposed Contractor is NOT debarred from providing services
or goods to the Government of the District of Columbia or the Federal Government
according to the Office of Contracting and Procurement (OCP) Excluded Parties List posted
on the OCP website and the Federal Government's Excluded Parties List posted on the
System for Award Management website.
(Q) Any determination and findings issues relating to the contract's formation, including
any determination and findings made under D.C. Official Code 2-352.05
(privatization contracts): N/A
(R) Where the contract, and any amendments or modifications, if executed, will be made
available online:
https://www.dclibrary.org/generalcounsel/opengovernment
(S) Where the original solicitation, and any amendments or modifications, will be made
available online: N/A
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 GOVERNMENT OF THE DISTRICT OF COLUMBIA
Office of General Counsel
MEMORANDUM
TO: Diane Wooden
Chief Procurement Officer
FROM: Grace Perry-Gaiter
General Counsel
DATE: September 30, 2021
SUBJECT: Legal Sufficiency Review for Over-Million Dollar Contract for Download
Digital Content Services for the District of Columbia Public Library.
CONTRACTOR: OverDrive, Inc.
CONTRACT NO: DCPL-2022-C-0002
TERM OF CONTRACT: Date of Award through September 30, 2022
TYPE OF CONTRACT: Indefinite Delivery/Indefinite Quantity
CONTRACT AMOUNT: $1,900,000.00
UNIT and METHOD OF COMPENSATION: Payments will be made on a monthly basis
___________________________________________________________________________________
This is to Certify that the General Counsel, Grace Perry-Gaiter has reviewed the above referenced
Contract and that I have found it to be legally sufficient. If you have any questions in this regard, please
do not hesitate to call me at (202) 727-1134 or on Cell: (202) 538-0563.
Grace Perry-Gaiter, General Counsel
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 GOVERNMENT OF THE DISTRICT OF COLUMBIA
Office of General Counsel
MEMORANDUM
TO: Diane Wooden
Chief Procurement Officer
FROM: Grace Perry-Gaiter
General Counsel
DATE: September 30, 2021
SUBJECT: Legal Sufficiency Review for Over-Million Dollar Contract for Download
Digital Content Services for the District of Columbia Public Library.
CONTRACTOR: OverDrive, Inc.
CONTRACT NO: DCPL-2022-C-0002
TERM OF CONTRACT: Date of Award through September 30, 2022
TYPE OF CONTRACT: Indefinite Delivery/Indefinite Quantity
CONTRACT AMOUNT: $1,900,000.00
______________________________________________________________________
1. Description of Proposed Contract & Procurement Process:
The proposed contract DCPL-2022-C-0002 (Or hereinafter referred to as Contract) is for an
indefinite Delivery/Indefinite Quantity contract for download digital content services for the District
of Columbia Public Library (DCPL) for FY-22 fiscal year.
OverDrive, Inc. (OverDrive), through contract initially began providing custom digital content
services for the DCPL in 2008. OverDrive built and customized a DCPL website hosting service for
lending digital materials integrated with DCPLs ILS system for real-time patron authentication. This
contract is issued under competition exemption, pursuant to D.C. Official Code 2-354.13.
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OverDrive, Inc. currently provides a series of services and digital content services that enable the
DCPL to lend popular audiobooks, eBooks, streaming video, magazines and other digital content via
the Librarys website on a single platform. The subject contract is for base year (October 1, 2021
through September 30, 2022) and four (4) one-year option periods. At this time, it is expected that
each option year will be for a contract amount of one million nine hundred thousand dollars and no
cents ($1,900,000.00).
It is necessary at this time that the Council approve Over-Million Dollar Contract No. DCPL-
2022-C-0002 for a total contract amount of one million nine hundred thousand dollars and no
cents ($1,900,000.00) from the date of award through September 30, 2022.
By Funding Certification dated July 29, 2021, the District of Columbia Public Library (DCPL),
Office of the Chief Financial Officer (OCFO) certifies available funding for Contract No. CPL-2022-
C-0002 with OverDrive, Inc. for FY-22 in the amount of one million nine hundred thousand dollars
and no cents ($1,900,000.00) to support the contract from October 1, 2021 through September 30,
2022. This funding is certified for the purpose to allow OverDrive, Inc. to provide various services to
DCPL and the purchasing of digital content materials that will be lent via the librarys website on a
single platform, through OverDrive, Inc. See Funding Certification.
The Agency has received the Certificate of Clean Hands for OverDrive, Inc. dated August 9, 2021,
certifying compliance with the District of Columbia tax laws and regulations. The Director of
Procurement has ensured that OverDrive, Inc. is not listed on OCPs Excluded Parties listing as of
August 6, 2021, which certifies that the vendor is not currently debarred from providing services or
goods to the District of Columbia and the Federal Governments Excluded Parties Listing, as of July
29, 2021, which certifies that the vendor is not currently listed on the Federal Government exclusions
list, respectively. Pursuant to Title 19, 4375.4 of the DCPL Procurement Regulations, the Board of
Library Trustees, Contract Review Committee (CRC) reviewed and approved the subject contract on
September 30, 2021.
In addition, I also certify that I have been informed on September 10, 2021, by the Office of Attorney
General that the proposed Vendor, OverDrive, Inc. does not have any pending litigation or claims
with the District of Columbia.
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2. Legal Review
This proposed over-million dollar contract with OverDrive, Inc., Contract No. DCPL-2022-C-0002
was submitted to my office for legal sufficiency review and approval on August 18, 2021 for FY-22
covering the period from the date of award through September 30, 2022 for a total contract amount of
one mill