AMENDMENT NO. 1 TO CONTRACT NO. C21177635B
BETWEEN THE CITY OF PALO ALTO AND
INGRAM LIBRARY SERVICES, LLC
This Amendment No. 1 (this “Amendment”) to Contract No. C21177635B (the “Contract” as defined below) is entered into as of September 8, 2025, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and INGRAM LIBRBARY SERVICES, LLC, a Tennessee corporation, located at One Ingram Blvd., La Verne, TN 37086 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of print material and services, as detailed therein.
B. The Parties now wish to amend the Contract in order to increase total not- to-exceed compensation by Two Hundred and Fifty -Five Thousand Dollars ($255,000), from Two Hundred Thousand Dollars ($200,000) to Four Hundred Fifty-Five Thousand Dollars ($455,000), as detailed herein.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean Contract No. C21177635B between CONSULTANT and CITY, dated July 1, 2020.
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 4 “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Four Hundred Fifty -Five Thousand Dollars (455,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. Annual Not-to-Exceed amounts are:
$20,000.00 in year 1 (July 1, 2020 through June 30, 2021) $36,000.00 in year 2 (July 1, 2021 through June 30, 2022) $36,000.00 in year 3 (July 1, 2022 through June 30, 2023) $36,000.00 in year 4 (July 1, 2023 through June 30, 2024) $36,000.00 in year 5 (July 1, 2024 through June 30, 2025) $291,000.00 in year 6 (July 1, 2025 through June 30, 2026)
The applicable rates and schedule of payment are set out at Exhibit “C -1”, entitled “SCHEDULE OF RATES,” Docusign Envelope ID: 5C255636-FFE3-40E3-861F-787D41FADF1F which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”.”
SECTION 3. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/ are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “ C” entitled “COMPENSATION, AMENDMENT NO. 1” ( AMENDED, REPLACES
PREVIOUS)
b. Exhibit “C-1” entitled “SCHEDULE OF RATES, AMENDMENT NO. 1” (AMENDED, REPLACES
PREVIOUS)
SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
Docusign Envelope ID: 5C255636-FFE3-40E3-861F-787D41FADF1F
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the P arties have by their duly authorized representatives executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO
City Manager
APPROVED AS TO FORM:
City Attorney or designee
INGRAM LIBRARY SERVICE, LLC
Officer 1
By:
Name:
Title:
Officer 2
By:
Name:
Title:
Attachments:
Exhibit “C”: C0MPENSATION, AMENDMENT NO. 1 (AMENDED, REPLACES PREVIOUS) Exhibit “C-1”: SCHEDULE OF RATES, AMENDMENT NO. 1 (AMENDED, REPLACES PREVIOUS)
Docusign Envelope ID: 5C255636-FFE3-40E3-861F-787D41FADF1F VP Ingram Library Services
Carolyn Morris
CFO
Brian Dauphin
EXHIBIT “C”
COMPENSATION, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)
The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below.
Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Year 1
(July 1, 2020 through June 30, 2021)
$20,000.00
Year 2
(July 1, 2021 through June 30, 2022)
$36,000.00
Year 3
(July 1,2022 through June 30, 2023)
$36,000.00
Task 4
(July 1, 2023 through June 30, 2024)
$36,000.00
Task 5
(July 1, 2024 through June 30, 2025)
$36,000.00
Task 6
(July 1, 2025 through June 30, 2026)
$291,000.00
Sub-total Basic Services $455,000.00
Reimbursable Expenses $0.00
Total Basic Services and
Reimbursable expenses
$455,000.00
Maximum Total Compensation $455,000.00
Docusign Envelope ID: 5C255636-FFE3-40E3-861F-787D41FADF1F EXHIBIT “C-1”
SCHEDULE OF RATES, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)
Discount Schedule
Trade Hardcover 45.0%
Trade/Quality Paperback 40.0%
Mass Market Paperback 38.0%
Library Bindings 24.0%
Pre-binds 24.0%
Graphic Novels 35.0%
University Press 8.0%
Short discount titles 8.0%
Spoken Word Audio, trade 45.0%
Spoken Word Audio, non-trade 8.0%
DVD and Blu-ray 28.0%
Music 5.0%
Video Games 5.0%
Net Titles 0.0%
Discount Details:
• Discounts apply to Adult, Young Adult, and Juvenile materials. • Spanish and other World Language materials receive these same discounts. • Continuations and Standing Order/New Title Notification Program titles, backorders, and re- orders receive the same discount schedule as firm orders. • There are no hidden fees when ordering from Ingram.
• Ingram does not apply service charges for Net titles, for special orders, or for titles requiring prepayment from the publisher.
• Experience has shown that Ingram Library Services provides more titles at full trade discounts than any other distributor in the industry. • During the term of the agreement, we are happy to provide pricing for any new formats, materials, or services that may become available or have not been previously quoted.
•
Our discount schedule will remain firm for the initial contract period. Discounts are applied to the publisher’s current list price.
List prices of individual library materials are set by the publishers/manufacturers and not by Ingram as distributor. Therefore, we cannot guarantee that the retail/list price of an item will not change during the term of the contract, as the publisher/manufacturer can change their list prices without notice. Prior to placing an order, the Library can determine a title’s estimated discount by utilizing the “Price this List” or Quotation features on ipage, as described in this proposal.
Docusign Envelope ID: 5C255636-FFE3-40E3-861F-787D41FADF1F In determining which titles receive less than full trade discounts, Ingram has utilized its best efforts to categorize books for pricing purposes by considering the binding, cost of acquisition, general marketing categories, publisher’s discount, and other factors as defined by the Definitions of Binding Types and Presses provided. Ingram reserves the right to be the sole and final determinant of the pricing category.
Ingram bases pricing upon several factors including dollar value of commitment, actual expenditure, number of accounts and shipping locations. Ingram reserves the right to offer pricing and services to any customer based solely on Ingram management criteria.
Definitions of Binding Types and Presses
Trade Hardcover: High demand fiction and nonfiction books published with a glued binding and a hardcover. These titles are typically for the general consumer and produced by widely distributed publishers. Trade bindings may also be referred to as retail trade editions, trade books, hardbound books, hardback books, cloth bound books or cloth cover books. Publishers normally produce these titles in larger print runs. *
Quality Paperback: High demand fiction and nonfiction books with paper covers and generally no size restriction. Any illustrations or graphics may be placed throughout the book; both paper and printing are high quality. These titles are typically for the general consumer and produced by widely distributed publishers. This binding may also be referred to as trade paper or trade paperback.
Mass Market Paperback: High demand books with paper covers that are produced in a size to fit a standard retail store display and generally deal with subjects of mass appeal.
Any illustrations are grouped together in one section of the book. *
Library Bindings: Books of higher quality publisher bindings, usually fanned and glued, and may also be sewn. Books may be identified as Library Bindings on ipage.
University Press: The binding types may vary for these titles (i.e. Hardcover and/or Paperback), but all are published by a University Press.
Short Discount/Non-Trade: Lower demand, small print-run books in various bindings, and includes legal, technical, reference, scientific, and medical titles as defined by Ingram subject categories. Titles are generally published by small or university presses.
Also included are print and audiobook titles purchased at lower than full trade discount; titles with limited sales volume; and/or titles from publishers not in compliance with Ingram’s purchasing requirements. Ingram is pleased to make this broad base of titles available to our customers with no service charges.
Large Print: Ingram does not recognize the large print title as a separate binding type for discount purposes. Large print titles will receive discounts according to the binding/press assigned to the ISBN ordered as outlined above.
Graphic Novels: A narrative work in which the story is conveyed to the reader using comic form. The term is employed in a broad manner, encompassing nonfiction works and Docusign Envelope ID: 5C255636-FFE3-40E3-861F-787D41FADF1F thematically linked short stories as well as fictional stories across a number of genres.
Picture Books, Board Books, Easy Readers, and Big Books: These juvenile genre categories are not discounting categories used by Ingram. These books will receive the discount appropriate to the specific binding/press ordered as outlined above. We estimate that at least 80% would receive the full trade discount.
Prebound Books: Paperback books bound into a hardback edition. Our inventory also includes over 17,500 prebound titles from Perfection Learning and San Val (Turtleback Books), and are identified on ipage as Prebound-Sewn or Prebound-Glued.
World Language Materials: Ingram does not recognize Spanish language (or any world languages) as a discounting category. These books will receive the discount appropriate to the specific binding/press ordered as outlined above.
Net: Low demand, small print run books in various binds upon which Ingram receives minimal or no purchase discount. This category of book will receive a 0% discount. Ingram is pleased to make this broad base of titles available to our customers with no service charges.
*See Short Discount for explanation on titles that may fall outside of this discount category.
ipage
ipage is Ingram’s web-based title selection, ordering, and account management tool.
Libraries recognize ipage as an integral timesaving tool whose collection development and acquisitions capabilities, along with its various account management tools, make day-to-day ordering and receiving tasks virtually hassle- free. ipage can be accessed at https://ipage.ingramcontent.com.
Through ipage, Library users can access our entire inventory, including active titles and extended database.
• PACL will continue to receive a free subscription to ipage, with easy-to-use ordering capabilities and all other features at no cost for unlimited concurrent users.
• PACL staff can receive ipage training at no charge.
• ipage includes review citations and full text reviews for print titles from several journals including, but not limited to, Booklist, Library Journal, and Publisher’s Weekly.
If the Library wishes to view full-text reviews, there is a nominal fee of $350.00 per year for that additional service. The Library also has the option of paying in installments of $35.00 per month. Fee for reviews is subject to review and change on an annual basis with notice.
• Complimentary selection lists, curated by our professional library staff, are available for no charge on ipage.
• Additional collection development tools including catalogs, Ingram Sendr, and marketing materials are available at no charge through ipage.
Collection Development Fees
Docusign Envelope ID: 5C255636-FFE3-40E3-861F-787D41FADF1F
Complimentary Curation Services: ipage collection development tools including ipage lists and standing order/New Title Notification programs, are provided free of charge.
Custom Collection Development Custom Opening Day Collection Lists are complimentary. Costs for ongoing custom lists will be quoted on a list -by-list basis, and fees are based on the library’s specifications including level of customization, number of lists required annually, and whether it is for a special project or an ongoing list requiring regular updates. Any future programs we may offer for customized collection development services may have standard charges. iCurate Core and Coming Soon:
• iCurate Coming soon lists are $775 per year for each of Adult, Teen, and Children’s Lists. • Subscribe to all three lists iCurate Coming Soon lists and save ~10% at $2,100 per year (12 months.) Plus, the bonus one-step deduping feature is included free with any subscription.
• Each set of iCurate Core lists (Adult, Teen, Children’s) costs $1,000, or you can get all three for $2,800.
Edelweiss+Analytics
Please contact your Ingram Sales Representative for details and pricing on E+A.
Cataloging and Processing
Print Books:
Barcodes (1) (Ingram supplied) Property Stamp (1)
Clear Corner Pocket RFID – Customer-supplied tag, programmed and applied
Colored Tape Spine Label
Genre Labels BookMARC Record
Additional Labels, e.g. “New” CIP Record Upgrades
Label Protector(s) – up to two Original Cataloging
Mylar Jacket-Taped Z39.50 Title Search
Property Label (1)
For multi-vendor award, the bundled fee will be $6.25 per unit, to include the same cataloging and processing components.
Freight Terms
Items picked, packed, and shipped together count as an individual shipment. The qualifying unit quantity is subject to change with notice. Distribution center designation may be modified at Ingram’s discretion based on order volume or when a requested service is only provided from a specific distribution center.
Ingram shall primarily use UPS ground service as the carrier to transport shipments; however, Ingram reserves the right to choose the most cost-effective shipping method.
Docusign Envelope ID: 5C255636-FFE3-40E3-861F-787D41FADF1F Shipments of 15 or more units from Library’s primary and secondary distribution center with Ingram will ship with Ingram Paid Freight and receive a fuel surcharge fee of $2.50.
Shipments of 1-14 units will be charged a flat freight fee of $6.00 in addition to the $2.50 fuel surcharge fee. The surcharge fee will appear as part of “Shipping and Handling” charge on Ingram invoices and is subject to change with notice.
All shipments shall be FOB Destination. Ingram retains full responsibility and risk of loss or damage until items are delivered to the Library’s designated receiving locations. Upon confirmed delivery, all liabilities shall transfer to the Library. When freight charges on an individual account surpass 2.5% of the account's expenditures, Ingram reserves the right to change the shipping settings. Changes to account settings such as one warehouse for shipments or shipment timetables and order consolidation levels are examples of such alterations. Ingram will work closely with the Library to ensure if changes are made, it is in the best interests of both parties.
When requested by the Library, and if the carrier's operating conditions permit, the carrier may perform inside delivery. Inside delivery is defined as the carrier will get the freight inside the door or onto a dock. The Library is responsible for transferring the items to other desired destinations. The Library will specify inside delivery when establishing/updating their account(s) with Ingram. Inside delivery will be clearly designated on the shipper’s bill of lading but not on the Ingram shipping label.
Payment Terms
Payment terms under this offer shall be Net 30 Days. Payment is required for invoices within these terms even when a purchase order has not been completed. Ingram does not invoice for items until they have been shipped.
While other vendors demand payment from invoice date, Ingram’s terms are calculated on statement date at the end of each month. With payment due 30 days from statement date, the customer’s payment is due an average of 45 days from invoice (30-59 days). Ingram reserves the right to assess a late charge on all past due invoices.
Ingram has multiple payment methods, including Electronic Funds Transfer (online payment through ipage via bank account), payment via credit card (account set for automatic charge) or by check.
Financial Information on ipage
The Library’s ipage Administrator can designate which staff members have access to view account - specific accounting items such All Open Accounting Items, Open Invoices, and Open Credit Memos. Closed invoices and credit memos are available for viewing for 90 days. Through ipage, the Library can also look at its last statement and view the last six payments received by Ingram plus review recent and pending electronic payment.
Docusign Envelope ID: 5C255636-FFE3-40E3-861F-787D41FADF1F Vers.: Aug. 5, 2019
Docusign Envelope ID: 5C255636-FFE3-40E3-861F-787D41FADF1F