Vers.: Aug. 5, 2019
AMENDMENT NO. 2 TO CONTRACT NO. C21177635B
BETWEEN THE CITY OF PALO ALTO AND
INGRAM LIBRARY SERVICES, LLC
This Amendment No. 2 (this “Amendment”) to Contract No. C21177635B (the “Contract” as defined below) is entered into as of March 16, 2026 by and between the CITY OF PALO ALTO, a California chartered municipal corporation ( “CITY”), and INGRAM LIBRARY 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 provision of print materials, as detailed therein.
B. The Parties now wish to amend the Contract in order to extend the term by two years, from June 30, 2026, to June 30, 2028, and increase compensation an additional Six Hundred Sixty-Four Thousand Dollars ($664,000) for a new not to exceed total of One Million, One Hundred and Nineteen Thousand Dollars ($1,119,000)
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 C ontract No. 21177635B between CONSULTANT and CITY, dated July 1, 2020, as amended by:
Amendment No.1, dated September 8, 2025
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 2 “TERM” of the Contract is hereby amended to read as follows:
The term of this Agreement shall be from the date of its full execution through June 30, 2028, unless terminated earlier pursuant to Section 19 of this Agreement.
Docusign Envelope ID: 8D04D650-3BB0-471C-8F7C-1892AA54FD34 Vers.: Aug. 5, 2019
SECTION 3. 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 One Million, One Hundred and Nineteen Thousand Dollars ($1,119,000).
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) $332,000.00 in year 7 (July 1, 2026 though June 30, 2027) $332,000.00 in year 8 (July 1, 2027 through June 30, 2028)
The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” 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 4. 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. 2 ”, AMENDED, REPLACES PREVIOUS.
SECTION 5. 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.
Docusign Envelope ID: 8D04D650-3BB0-471C-8F7C-1892AA54FD34 Vers.: Aug. 5, 2019
SECTION 6 . 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: 8D04D650-3BB0-471C-8F7C-1892AA54FD34 Vers.: Aug. 5, 2019
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties 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 SERVICES, LLC
Officer 1
By:
Name:
Title:
Officer 2
By:
Name:
Title:
Attachments:
EXHIBIT “C” entitled “COMPENSATION, AMENDMENT NO. 2” (AMENDED, REPLACES PREVIOUS)
Docusign Envelope ID: 8D04D650-3BB0-471C-8F7C-1892AA54FD34 VP Ingram Library Services
Carolyn Morris
Brian Dauphin
CFO
Vers.: Aug. 5, 2019
EXHIBIT “C”
COMPENSATION, AMENDMENT NO. 2
(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 $20,000.00
(July 1, 2020 through June 30, 2021)
Year 2 $36,000.00
(July 1, 2021 through June 30, 2022)
Year 3 $36,000.00
(July 1,2022 through June 30, 2023)
Task 4 $36,000.00
(July 1, 2023 through June 30, 2024)
Task 5 $36,000.00
(July 1, 2024 through June 30, 2025)
Task 6 $291,000.00
(July 1, 2025 through June 30, 2026)
Task 7 $332,000.00
(July 1, 2026 through June 30, 2027
Task 8 $332,000.00
(July 1, 2027 through June20, 2028
Sub-total Basic Services $1,119,000.00
Reimbursable Expenses $ 0.00
Total Basic Services and Reimbursable expenses $1,119,000.00
Maximum Total Compensation $1,119,000.00
Docusign Envelope ID: 8D04D650-3BB0-471C-8F7C-1892AA54FD34 Certificate Of Completion
Envelope Id: 8D04D650-3BB0-471C-8F7C-1892AA54FD34
Status: Completed
Subject: Complete with Docusign: C21177635B Amend 2 Ingram.vendorsign.pdf Source Envelope:
Document Pages: 5
Signatures: 2
Envelope Originator:
Certificate Pages: 2
Initials: 0
Lujan, Albert
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
[email protected]
IP Address: 165.225.242.124
Record Tracking
Status: Original
2/17/2026 9:04:49 AM
Holder: Lujan, Albert
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Palo Alto
Location: Docusign
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Carolyn Morris
[email protected]
VP Ingram Library Services
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Sent: 2/17/2026 9:06:20 AM
Resent: 2/18/2026 12:26:35 PM
Resent: 2/20/2026 10:20:29 AM
Resent: 2/23/2026 1:08:06 PM
Resent: 2/26/2026 9:08:29 AM
Viewed: 2/27/2026 5:18:20 AM
Signed: 3/3/2026 8:20:29 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Brian Dauphin
[email protected]
CFO
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Sent: 3/3/2026 8:20:30 AM
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Signed: 3/3/2026 9:24:51 AM
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Celeste Wong
[email protected]
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Sent: 3/3/2026 9:24:53 AM
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Julie Finklang
[email protected]
Division Head Library Services
Copa
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Sent: 3/3/2026 9:24:54 AM
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