HomeMy WebLinkAboutStaff Report 2601-5832CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Monday, April 06, 2026
Council Chambers & Hybrid
5:30 PM
Agenda Item
8.Approval of Contract Amendment Number 2 to Contract Number C21177635B with
Ingram Library Services in the amount of $664,000 for Print Materials and Services for a
new not-to-exceed (NTE) of $1,119,000 and to extend the contract term to June 30, 2028,
Contract Amendment Number 2 to Contract Number C21177635C with Midwest Tape in
the amount of $360,000 for Media and Digital Materials and Services for a new NTE of
$1,113,000 and to extend the contract term to June 30, 2028, and Contract Amendment
Number 1 to Contract Number C25190507 with OverDrive in the amount of $200,000 for
Digital Materials and Services for a new NTE of $400,000 and to extend the contract term
to June 30, 2028; CEQA Status – Not a Project.
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Library
Meeting Date: April 6, 2026
Report #:2601-5832
TITLE
Approval of Contract Amendment Number 2 to Contract Number C21177635B with Ingram
Library Services in the amount of $664,000 for Print Materials and Services for a new not-to-
exceed (NTE) of $1,119,000 and to extend the contract term to June 30, 2028, Contract
Amendment Number 2 to Contract Number C21177635C with Midwest Tape in the amount of
$360,000 for Media and Digital Materials and Services for a new NTE of $1,113,000 and to
extend the contract term to June 30, 2028, and Contract Amendment Number 1 to Contract
Number C25190507 with OverDrive in the amount of $200,000 for Digital Materials and
Services for a new NTE of $400,000 and to extend the contract term to June 30, 2028; CEQA
Status – Not a Project.
RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or designee to
execute:
1. Amendment No. 2 to Contract C21177635B with Ingram Library Services (Attachment
A), extending the contract term to June 30, 2028 and increasing NTE amount by
$664,000, for a new total NTE of $1,119,000, to support the acquisition of print
materials and services
2. Amendment No. 2 to Contract C21177635C with Midwest Tape (Attachment B),
extending the contract term to June 30, 2028 and increasing the NTE amount by
$360,000, for a new total NTE of $1,113,000, to support the acquisition of media and
digital materials and services
3. Amendment No. 1 to Contract C25190507 with OverDrive (Attachment C), extending the
contract term to June 30, 2028 and increasing the NTE amount by $200,000, for a new
total NTE of $400,000, to support the acquisition of digital materials and services
EXECUTIVE SUMMARY
1 These amendments reallocated funds from
Baker & Taylor – formerly the Library’s primary print materials provider – to Ingram and
Midwest Tape, because of significant and ongoing performance issues with Baker & Taylor. In
October 2025, Baker & Taylor announced that it would cease operations. A market analysis
found that issuing an RFP for print, media and digital material at this time is unlikely to yield a
successful result because of the disruption caused by the sudden closure of Baker & Taylor.
Staff recommends extending the contracts with Ingram, Midwest Tape and OverDrive (digital
materials provider) for two years. This adjustment ensures the community’s continued access
to print, media, and digital materials.
BACKGROUND
2 All three
contracts have a six-year term of July 1, 2020 to June 30, 2026.
Contract C21177635A – Baker and Taylor
Total NTE for six years = $2,000,000
Contract C21177635B – Ingram Library Services
Total NTE for six years = $200,000
Contract C21177635C – Midwest Tape
Total NTE for six years = $700,000
1 City Council, September 15, 2025, agenda item 5; staff report # 2506-4846,
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=83590&dbid=0&repo=PaloAlto&searchid=d088b46
7-da7d-4a1c-979f-e8a360db790f
2 City Council, June 22, 2020, agenda item 26, staff report # 11398,
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=80844&dbid=0&repo=PaloAlto&searchid=d088b46
7-da7d-4a1c-979f-e8a360db790f
July 1, 2024 to June 30, 2026. The total NTE is $200,000. This contract was approved by Council
on June 18, 2024.5
The intent of the digital library materials RFP was to align the end date of contract with the
selected provider with the end date of the Ingram, Midwest Tape and Baker & Taylor contracts.
This would make it possible for the Library to issue a single RFP in late winter/early spring 2026
to identify qualified providers for the acquisition and delivery of print materials, physical media,
digital materials, streaming media and related services.
Over the course of FY25, Baker & Taylor’s performance declined significantly, with numerous
orders delayed or unfulfilled. In March 2025, the provider abruptly canceled over 1,000 back-
ordered items without notice, depriving timely access to new and popular materials. In
response, staff worked with Ingram and Midwest Tape to replace the canceled items. Both
providers fulfilled the replacement orders promptly and reliably.
In September 2025, staff recommended reallocating $308,000 in funds from Baker & Taylor’s
contract C21177635A as follows:
• $255,000 to Contract C21177635B – Ingram Library Services
• $53,000 to Contract C21177635C – Midwest Tape
Council approved this recommendation.6
In October 2025, Baker & Taylor announced its imminent closure. Staff dramatically accelerated
the development of the updated technical services processes and procedures necessary to
navigate the complete and sudden elimination rather than the gradual transition that had been
planned.
Staff were planning to issue an RFP to identify qualified providers for library materials as the
current contracts are set to expire on June 30, 2026. However, a recent analysis of the current
public library materials market revealed that an RFP is unlikely to be successful at this time. The
remaining providers have taken on thousands of new customers since Baker & Taylor’s closure
and are struggling to expand infrastructure and increase staffing to meet demand. Some
providers are currently not responding at all to RFPs. This market analysis indicates that the
community will be best served by extending the existing print, media, and digital library
materials contracts for two years while market conditions stabilize.
5 City Council, June 18, 2024, agenda item 6; staff report # 2405-3034,
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=82940&dbid=0&repo=PaloAlto&searchid=7fd7725f-
59e0-467f-855e-4a17dfff0de9
6 City Council, September 15, 2025, agenda item 5; staff report # 2506-4846,
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=83590&dbid=0&repo=PaloAlto&searchid=d088b46
7-da7d-4a1c-979f-e8a360db790f
ANALYSIS
To ensure uninterrupted service to the community and continued access to new and high-
demand books and media, staff recommends extending the following contracts for two years
with an updated expiration date of June 30, 2028:
• Contract C21177635B – Ingram Library Services
• Contract C21177635C – Midwest Tape
• Contract C25190507 – OverDrive
Additionally, staff recommends reallocating $50,000 in funds allocated to Baker & Taylor’s
contract C21177635A in FY26 as follows:
• $41,000 to Contract C21177635B – Ingram Library Services
• $9,000 to Contract C21177635C – Midwest Tape
This reallocation and extension ensure continued access to high-demand materials, reflects
provider performance and maintains service quality. Staff will initiate a new RFP process in
advance of the amended end date of June 30, 2028.
Funding for these contract amendments is available in the Library’s Fiscal Year 2026 Operating
Budget and does not require additional appropriations. Future years of the contracts are
subject to the annual appropriation of funds. The proposed increase to the NTE amounts for
Ingram Library Services and Midwest Tape for FY 2026 represents a reallocation of the $50,000
NTE that was allocated to Baker & Taylor in FY 2026. Contract values reflect a maximum spend;
utilization can be adjusted in alignment with available funding levels at any time.
Library staff worked closely with Ingram, Midwest Tape, and OverDrive as well as the
Purchasing Division of Administrative Services Department during the development of this
contract amendment.
Council action on this item is not a project as defined by the California Environmental Quality
Act (CEQA) because approval of this contract amendment—related to the procurement of
library materials—is an administrative activity that will not result in direct or indirect physical
changes in the environment. (CEQA Guidelines Section 15378(b)(5)).
Attachment A: Contract with Ingram Library Services, C21177635B, Contract Amendment No. 2
Attachment B: Contract with Midwest Tape, C21177635C, Contract Amendment No. 2
APPROVED BY:
Vers.: Aug. 5, 2019
Page 1 of 5
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 Contract 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
Page 2 of 5
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
Page 3 of 5
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
Page 4 of 5
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:
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
Page 5 of 5
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
albert.lujan@paloalto.gov
IP Address: 165.225.242.124
Record Tracking
Status: Original
2/17/2026 9:04:49 AM
Holder: Lujan, Albert
albert.lujan@paloalto.gov
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: Docusign
Signer Events Signature Timestamp
Carolyn Morris
carolyn.morris@ingramcontent.com
VP Ingram Library Services
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 104.129.207.23
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
brian.dauphin@ingramcontent.com
CFO
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 136.226.3.1
Sent: 3/3/2026 8:20:30 AM
Viewed: 3/3/2026 9:24:38 AM
Signed: 3/3/2026 9:24:51 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Celeste Wong
celeste.wong@cityofpaloalto.org
Security Level: Email, Account Authentication
(None)
Sent: 3/3/2026 9:24:53 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Carbon Copy Events Status Timestamp
Julie Finklang
Julie.Finklang@paloalto.gov
Division Head Library Services
Copa
Security Level: Email, Account Authentication
(None)
Sent: 3/3/2026 9:24:54 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 2/17/2026 9:06:20 AM
Certified Delivered Security Checked 3/3/2026 9:24:38 AM
Signing Complete Security Checked 3/3/2026 9:24:51 AM
Completed Security Checked 3/3/2026 9:24:54 AM
Payment Events Status Timestamps
AMENDMENT NO. 2 TO CONTRACT NO. C21177635C
BETWEEN THE CITY OF PALO ALTO AND
MIDWEST TAPE, LLC
This Amendment No. 2 (this “Amendment”) to Contract No. C21177635C (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 MIDWEST TAPE, LLC, an Ohio corporation, located at 1417
Timberwolf Drive, Holland, Ohio 43528(“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
media and digital materials and services, 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 not-to-exceed compensation by Three Hundred Sixty
Thousand Dollars ($360,000) for a new not to exceed total of One Million, One Hundred and Thirteen
Thousand Dollars ($1,113,000)
.
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. 21177635C between
CONSULTANT and CITY, dated July 1, 2020, as amended by:
Amendment No.1, dated July 29, 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.
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 of One Million, One Hundred
Docusign Envelope ID: B40A169A-0289-41B3-9824-7D79CFDB9285
and Thirteen Thousand Dollars (1,113,000.00). CONSULTANT agrees to complete all Basic Services,
including reimbursable expenses, within this amount. Annual Not-to-Exceed amounts are:
$110,000.00 in year 1 (July 1, 2020 through June 30, 2021)
$118,000.00 in year 2 (July 1, 2021 through June 30, 2022)
$118,000.00 in year 3 (July 1, 2022 through June 30, 2023)
$118,000.00 in year 4 (July 1, 2023 through June 30, 2024)
$118,000.00 in year 5 (July 1, 2024 through June 30, 2025)
$171,000.00 in year 6 (July 1, 2025 through June 30, 2026)
$180,000.00 in year 7 (July 1, 2026 through June 30, 2027)
$180,000.00 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.
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: B40A169A-0289-41B3-9824-7D79CFDB9285
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
MIDWEST TAPE, LLC
Officer 1
By:
Name:
Title:
Officer 2
By:
Name:
Attachments:
EXHIBIT “C” entitled “COMPENSATION, AMENDMENT NO. 2” (AMENDED, REPLACES PREVIOUS)
Docusign Envelope ID: B40A169A-0289-41B3-9824-7D79CFDB9285
Jeff Jankowski
Vice President
Vice President
Sue Bascuk
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 $110,000.00
(July 1, 2020 through June 30, 2021)
Year 2 $118,000.00
(July 1, 2021 through June 30, 2022)
Year 3 $118,000.00
(July 1,2022 through June 30, 2023)
Task 4 $118,000.00
(July 1, 2023 through June 30, 2024)
Task 5 $118,000.00
(July 1, 2024 through June 30, 2025)
Task 6 $171,000.00
(July 1, 2025 through June 30, 2026)
Task 7 $180,000.00
(July 1, 2026 through June 30, 2027)
Task 8 $180,000.00
(July 1, 2027 through June 30, 2028)
Sub-total Basic Services $1,113,000.00
Reimbursable Expenses $ 0.00
Total Basic Services and Reimbursable expenses $1,113,000.00
Maximum Total Compensation $1,113,000.00
Docusign Envelope ID: B40A169A-0289-41B3-9824-7D79CFDB9285
Vers.: Aug. 5, 2019
Page 6 of 6
Professional Services Rev. April 23, 2020
17 REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word
processing, photocopying, in-house printing, insurance and other ordinary business
expenses are included within the scope of payment for services and are not reimbursable
expenses. CITY shall reimburse CONSULTANT for the following reimbursable
expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: None
All requests for payment of expenses shall be accompanied by appropriate
backup information. Any expense anticipated to be more than $0 shall be approved in
advance by the CITY’s project manager.
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced,
written authorization from the CITY. The CONSULTANT, at the CITY’s project
manager’s request, shall submit a detailed written proposal including a description
of the scope of services, schedule, level of effort, and CONSULTANT’s
proposed maximum compensation, including reimbursable expense, for such services
based on the rates set forth in Exhibit C-1. The additional services scope, schedule and
maximum compensation shall be negotiated and agreed to in writing by the CITY’s
Project Manager and CONSULTANT prior to commencement of the services.
Payment for additional services is subject to all
requirements and restrictions in this Agreement.
Docusign Envelope ID: B40A169A-0289-41B3-9824-7D79CFDB9285
Certificate Of Completion
Envelope Id: B40A169A-0289-41B3-9824-7D79CFDB9285 Status: Completed
Subject: Complete with Docusign: C21177635C Amend 2 MidWest_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
albert.lujan@paloalto.gov
IP Address: 2600:1700:6971:
Record Tracking
Status: Original
2/12/2026 12:46:52 PM
Holder: Lujan, Albert
albert.lujan@paloalto.gov
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: Docusign
Signer Events Signature Timestamp
Jeff Jankowski
jjankowski@midwesttape.com
Vice President
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 24.52.124.254
Sent: 2/12/2026 12:48:37 PM
Viewed: 2/12/2026 12:59:24 PM
Signed: 2/12/2026 12:59:54 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Sue Bascuk
sbascuk@midwesttape.com
Vice President
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 24.52.124.254
Sent: 2/12/2026 12:59:56 PM
Viewed: 2/18/2026 9:42:39 AM
Signed: 2/18/2026 9:43:58 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Celeste Wong
celeste.wong@paloalto.gov
Administrative Assistant
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 2/18/2026 9:43:59 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Carbon Copy Events Status Timestamp
Julie Finklang
Julie.Finklang@paloalto.gov
Division Head Library Services
Copa
Security Level: Email, Account Authentication
(None)
Sent: 2/18/2026 9:44:00 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 2/12/2026 12:48:37 PM
Certified Delivered Security Checked 2/18/2026 9:42:39 AM
Signing Complete Security Checked 2/18/2026 9:43:58 AM
Completed Security Checked 2/18/2026 9:44:00 AM
Payment Events Status Timestamps
Vers.: Aug. 5, 2019
Page 1 of 5
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 July 1, 2026, to June 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
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Vers.: Aug. 5, 2019
Page 2 of 5
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.)
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Vers.: Aug. 5, 2019
Page 3 of 5
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:
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
Page 4 of 5
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
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Page 5 of 5
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:
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
albert.lujan@paloalto.gov
IP Address: 165.225.242.124
Record Tracking
Status: Original
2/17/2026 9:11:25 AM
Holder: Lujan, Albert
albert.lujan@paloalto.gov
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: Docusign
Signer Events Signature Timestamp
Erica Lazzaro
elazzaro@overdrive.com
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
gfarmer@overdrive.com
Chief Financial Officer
OverDrive
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 4.17.64.130
Sent: 2/20/2026 3:46:28 PM
Resent: 2/23/2026 1:08:04 PM
Viewed: 2/23/2026 7:03:13 PM
Signed: 2/24/2026 7:42:32 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Celeste Wong
celeste.wong@paloalto.gov
Administrative Assistant
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 2/24/2026 7:42:34 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Carbon Copy Events Status Timestamp
Julie Finklang
Julie.Finklang@paloalto.gov
Division Head Library Services
Copa
Security Level: Email, Account Authentication
(None)
Sent: 2/24/2026 7:42:34 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 2/17/2026 9:13:26 AM
Certified Delivered Security Checked 2/23/2026 7:03:13 PM
Signing Complete Security Checked 2/24/2026 7:42:32 AM
Completed Security Checked 2/24/2026 7:42:34 AM
Payment Events Status Timestamps