Agmt26 Ingram Library Services LLC

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REV: 01-08-26 VR acceptable to both parties) to conduct the Agreed Upon Procedures related to the Consultant’s obligations under this Agreement in connection with such inspection. If, in the written opinion of such audits, there has been an underpayment by Consultant or an overpayment by the City of more than five percent (5%) of the total amounts due during the previous twelve (12) month period, Consultant shall pay the reasonable costs of such audit in addition to promptly paying such amounts. For clarity, any discrepancy between amounts paid to or from either party and amounts shown to be due by such audit shall be promptly payable, whether or not equal to five percent (5%) of total amounts due during the previous twelve (12) month period. 16. Copyrights. Consultant agrees that all copyrights that arise from documents or work product developed by the Consultant in the performance of the Services will be vested in City, and Consultant relinquishes all claims to the copyrights in favor of City. 17. Notices. The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Consultant under this Agreement. For City: City of Redwood City Attention: City Manager 1017 Middlefield Road Redwood City, CA 94063 (650) 780-7000 For Consultant: Hannah Jones Sales Representative One Ingram Blvd La Vergne, Tennessee 37086 (801) 999-8404 Except as otherwise stated, all notices provided under this Agreement must be in writing and delivered by regular and certified mail. Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 18. Conflict of Interest. If disclosure under the Political Reform Act and City’s Conflict of Interest Code is required of Consultant or any Consultant Personnel, Consultant or Consultant Personnel will complete and file with the City Clerk the Statement of Economic Interests Form 700. Consultant, for Consultant and on behalf of all Consultant Personnel, warrants by execution of this Agreement that they have no interest, present or contemplated, in the projects affected by this Agreement. Consultant further warrants that neither Consultant, nor any Consultant Personnel have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Consultant will file with City an affidavit disclosing this interest. 19. General Compliance with Laws. Consultant will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Consultant, or in any way affect the performance of the Services by ATTY/AGR.2025.331/Ingram Book Group LLC (Ingram 2025) (Page 7 of 30)