Vers.: Aug. 5, 2019
AMENDMENT NO. 1 TO CONTRACT NO. C25190507
BETWEEN THE CITY OF PALO ALTO AND
OVERDRIVE INC.
This Amendment No. 1 (this “Amendment”) to Contract No. C25190507 (the “Contract” as defined below) is entered into as of March 23, 2026, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and OVERDRIVE INC., a Delaware corporation, located at One Overdrive Way, Cleveland, Ohio 44125 (“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 Ju ly 1 , 2026, to Ju ne 30 , 2028, and increase compensation by an additional Two Hundred Thousand Dollars ($200,000) for a new not to exceed total of Four Hundred Thousand Dollars ($400,000).
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 Contract No. 25190507 between CONSULTANT and CITY, dated July 1, 2024.
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 is from July 1, 2024, to June 30, 2028, inclusive, subject to the provisions of Sections R and W of the
General Terms and Conditions.
SECTION 3. Section 5 “COMPENSATION FOR ORIGINAL TERM” of the Contract is hereby amended to read as follows:
COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees Docusign Envelope ID: C5FA4EB9-D038-412C-99CA-5ACAF768F965 Vers.: Aug. 5, 2019
to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any:
A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Four Hundred Thousand dollars ($400,000.00).
CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the
Services shall be at no cost to CITY.
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 “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1”, AMENDED, REPLACES PREVIOUS.
b. Exhibit “C” entitled “SCHEDULE OF FEES, AMENDMENT NO.1”, 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.
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: C5FA4EB9-D038-412C-99CA-5ACAF768F965 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
OVERDRIVE, INC.
Officer 1
By:
Name:
Title:
Officer 2
By:
Name:
Title:
Attachments:
EXHIBIT B: SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1 (AMENDED, REPLACES
PREVIOUS)
EXHIBIT C: SCHEDULE OF FEES, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS)
Docusign Envelope ID: C5FA4EB9-D038-412C-99CA-5ACAF768F965 Erica Lazzaro
General Counsel
Chief Financial Officer
Greg Farmer
Vers.: Aug. 5, 2019
EXHIBIT B
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)
CHOOSE ONE OF THESE ALTERNATIVES TO DESCRIBE SCHEDULE:
Alternative 1.
CONTRACTOR shall perform the Services according to the following schedule:
Year One Services: July 1, 2024 – June 30, 2025
Year Two Services: July 1, 2025 – June 30, 2026
Year Three Services: July 1, 2026 – June 30, 2027
Year Four Services: July 1, 2027 – June 30, 2028
Docusign Envelope ID: C5FA4EB9-D038-412C-99CA-5ACAF768F965 Vers.: Aug. 5, 2019
EXHIBIT C
SCHEDULE OF FEES, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)
CHOOSE ONE OF THE FOLLOWING TYPES OF STANDARD
COMPENSATION LANGUAGE AND MODIFY AS NECESSARY
ALTERNATIVE 1. Compensation based upon deliverables
CITY shall compensate CONTRACTOR for performance of the Services according to the following schedule, with the maximum amount of compensation not to exceed the amount stated in Sections 5 and 6 of this Agreement:
YEAR ONE July 1, 2024 – June 30, 2025 $100,000.00
YEAR TWO July 1, 2025 – June 30, 2026 $100,000.00
YEAR THREE July 1, 2026 – June 30, 2027 $100,000.00 YEAR FOUR July 1, 2027 – June 30, 2028 $100,000.00
FOUR YEAR TOTAL
$400,000.00
All Payments are based upon CITY’s acceptance of CONTRACTOR’s performance of the phase as evidenced by successful completion of the Deliverable for that Phase. CITY shall have no obligation to pay unless CONTRACTOR has successfully completed and CITY has approved the Project Phase for which payment is due.
The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts stated in Sections 5 and 6 of the Agreement. Any hours worked for which payment would result in a total exceeding the maximum amount of compensation
Docusign Envelope ID: C5FA4EB9-D038-412C-99CA-5ACAF768F965 Certificate Of Completion
Envelope Id: C5FA4EB9-D038-412C-99CA-5ACAF768F965
Status: Completed
Subject: Complete with Docusign: C25190507 Amend 1 OverDrive_02.17.26.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 9:11:25 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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Timestamp
Erica Lazzaro
[email protected]
General Counsel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 107.10.227.234
Signed using mobile
Sent: 2/17/2026 9:13:26 AM
Resent: 2/18/2026 12:26:38 PM
Resent: 2/20/2026 10:20:25 AM
Viewed: 2/20/2026 10:21:09 AM
Signed: 2/20/2026 3:46:26 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Greg Farmer
[email protected]
Chief Financial Officer
OverDrive
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(None)
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Using IP Address: 4.17.64.130
Sent: 2/20/2026 3:46:28 PM
Resent: 2/23/2026 1:08:04 PM
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Signed: 2/24/2026 7:42:32 AM
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Celeste Wong
[email protected]
Administrative Assistant
City of Palo Alto
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Sent: 2/24/2026 7:42:34 AM
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Julie Finklang
[email protected]
Division Head Library Services
Copa
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Sent: 2/24/2026 7:42:34 AM
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