Agmt26 Ingram Library Services LLC

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REV: 01-08-26 VR 12.3. Providing Certificates of Insurance and Endorsements. Prior to City’s execution of this Agreement, Consultant will provide to City certificates of insurance and above-referenced endorsements or provisions sufficient to satisfaction of City’s Risk Manager. In no event will Consultant commence any work or provide any Services under this Agreement until certificates of insurance and endorsements or provisions have been accepted by City’s Risk Manager. 12.4. Failure to Maintain Coverage. If Consultant fails to comply with these insurance requirements, then City will have the option to declare Consultant in breach. 12.5. Submission of Insurance Policies. City reserves the right to annually request updated or complete copies of any or all required insurance policies and endorsements. 13. Business License. Consultant will obtain and maintain a City of Redwood City Business License for the term of the Agreement, including any extension terms. 14. Ownership of Documents. If Exhibit “A” or any task order or purchase order under this Agreement lists a document, report, or other material as an item to be provided by Consultant to City (a “Deliverable”), such Deliverable will be and remain the property of City. Consultant will provide a copy of all Deliverables to City in their native format. Consultant may retain one copy of any Deliverable for its internal records, but it may not use a Deliverable for any other purpose without the prior written consent of City. Any reports and other material prepared by or on behalf of Consultant under this Agreement that are not Deliverables (collectively, the “Consultant Documents”) will be and remain the property of Consultant. City may request copies of Consultant Documents, and to the extent Consultant agrees to provide copies of such Consultant Documents, they may be used by City and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes City may deem appropriate without further employment of or payment of any compensation to Consultant, provided that such use by City shall exclusively be in furtherance of the purposes outlined in this Agreement. 15. Maintenance of Records. Consultant shall maintain, during the term of this Agreement and for at least three (3) years thereafter, records sufficient to demonstrate Consultant’s compliance with its obligations under this Agreement. Upon reasonable advance notice, City may request, once per calendar year, that Consultant engage Ingram Industries Inc.’s (“Ingram”) Internal Audit department to perform specified procedures as determined by the City. Such procedures will be performed in accordance with attestation standards established by the American Institute of Certified Public Accountants (“Agreed Upon Procedures”) and will be related to Consultant’s compliance with its obligations under this Agreement for the twelve (12) months prior to the date of the request and provide a written report to City. In the event the City is not satisfied with such procedures for any reason, City may, at its own election and cost, engage Price Waterhouse Coopers, LLP, Ingram’s current independent public accounting firm, (or if such firm is no longer available, an independent public accounting firm reasonably ATTY/AGR.2025.331/Ingram Book Group LLC (Ingram 2025) (Page 6 of 30)