Agmt26 Ingram Library Services LLC

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REV: 01-08-26 VR AGREEMENT FOR SERVICES Ingram Library Services LLC THIS AGREEMENT is made and entered into as of __________________, 20__ (the “Effective Date”), by and between the CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of California (“City”), and Ingram Library Services LLC, a Tennessee Wholesaler/Distributor(“Consultant”). RECITALS A. City requires the professional services of a library materials vendor. B. Consultant has the necessary experience in providing such services. C. Selection of Consultant is expected to achieve the desired results in an expedited fashion. D. Consultant has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the Parties agree as follows: 1. Scope of Work. City retains Consultant to perform, and Consultant agrees to render, those services (the “Services”) that are defined in attached Exhibit “A”, which is incorporated herein by reference. City will have the right to modify the scope of work to delete tasks in whole or in part. Any individuals listed as “Key Personnel” on Exhibit “A” will perform the roles ascribed to them in Exhibit “A”. 2. Standard of Performance. While performing the Services, Consultant will exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant’s profession practicing in the same or materially similar industry as Consultant. Consultant will also use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. Term. Unless terminated earlier pursuant to Section 21, the term of this Agreement will be for a period of three years from the Effective Date. The foregoing notwithstanding, continuation of the Agreement beyond the first year of the term is contingent upon the City Council appropriating necessary funds for this Agreement. The City Manager may amend the Agreement to extend it for two (2) additional two-year periods in an amount s not to exceed One Million Dollars ($1,000,000) per extension term. Any extension will require a written amendment executed by both parties indicating the effective date and length of the extended Agreement. 4. Schedule. Consultant will adhere to the schedule set forth in Exhibit “A”, provided, that City, may grant reasonable extensions when performance of the Services ATTY/AGR.2025.331/Ingram Book Group LLC (Ingram 2025) (Page 1 of 30) 01/30/2026