HomeMy WebLinkAboutA5999 - OFFICE DEPOT INC STATIONERY SUPPLY AGR RE7UR14 TO. Execution Copy
'CITY
CITY OF PALM bFr i,,%GS
PALM SFRil`�IG6, CA 91263
STATIONERY SUPPLY AGREEMENT
Office Depot, Inc. City of Palm Springs,California
Provider: 6600 N. Military Trail Buyer: 3200 East Tahquitz Canyon Way
Boca Raton, FL 33496 Palm Springs,CA 92262
This Stationery Supply Agreement ("Agreement") is made and entered into as of the 20'" day of July, 2010 ("Effective Date") by and
between Office Depot, Inc. ("Provider") and City of Palm Springs ("Buyer'; together the "Parties"). Office Depot agrees to offer such
Goods and Services described in the Quote Form, attached hereto as Exhibit A and incorporated herein by reference, to Buyer on a
purchase order basis under the following terms and conditions:
1. Master or Flex. Check where applicable:
Fed
■ PREPRINTS required;includes"Masters"program items(Sections 2 through 5). Buyer i
N/A STOCKLESS program;includes"Flex","press Ready",or"Quick Card"items(skip Sections 2 through 5). Buyer im
2. Low Usage. (Applicable to Masters only) Product not meeting at least 25% of annual usage (estimated) per u r may be
considered"low usage." Provider will give Buyer thirty(30)days notice that a product will be considered low usage;follo ng the thirty
(30)day notice,Provider may require inventory to be paid in full to continue with this program.
3. Discontinued Product.(Applicable to Masters only)Product that has no usage activity in 90 days may be considered"discontinued."
Provider will contact Buyer when this status occurs. Provider may require that remaining inventory be paid for at the prices set forth
herein. In the event no arrangements are made for remaining stock within 30 days after Buyer receives notice, the cost of the unused
masters stock not previously paid for will be billed to Buyer and paid pursuant to paragraph 2,above. Provider will arrange for delivery of
such unused product, at Buyer's expense, according to Buyer's instructions and following Buyer's reasonable shipping directions with
respect to the masters or blank inventory.
4. Inventory. (Applicable to Masters only) In the event of: (a) termination of this Agreement; (b) a discontinuance or change in the
master stock;(c)reduced usage;or(d)other failure to use the quantities estimated based on the quote,the cost of the unused masters stock
not previously paid for will be billed to Buyer and paid pursuant to paragraph 2 above. Refer to the attached Quote Form for maximum
inventory liability for this Agreement.
5. Master Replenishment. (Applicable to Masters only) The Provider will automatically replenish the master stock, in the amount
indicated on the Quote Form,unless Buyer provides written notification to the contrary prior to depletion.
6. Term. The term of this Agreement shall be twelve (12) months, beginning on the Effective Date ("Initial Term"). Upon the
expiration of the Initial Term, this Agreement shall automatically renew for an additional twelve (12) month period (each a "Renewal
Period"),unless Buyer submits a written objection thirty(30)days prior to the expiration of the Term.
7. Pricing. Provider shall charge Buyer according to the Quote Form attached hereto as Exhibit A. Prices include shipping. Quotes may
change after sixty (60) days in the absence of a fully signed Agreement. Applicable taxes shall be charged separately, unless otherwise
noted. Provider reserves the right to review pricing for adjustment on a quarterly basis due to low usage, and annually to coincide with
standard market price increases due to fluctuations in the economy affecting materials and/or labor costs. This Agreement includes a pre-
fabricated web site. Buyer will pay a one-time charge of$0 per item to set up the format for Buyer's stationery. There will be no charge
for the first proof for each item of stationery approved on a signed order. Any changes made to the specifications provided by Buyer alter
the time of the quote may result in a price change. A PDF proof will be provided at no charge for each order accepted pursuant to this
Agreement. Type setting and artwork revisions will be charged at$50 per hour. Once the web site has been set up, Buyer shall have an
opportunity to request any changes to the site as needed. All changes must be documented and submitted at one time. Changes beyond that
point are billed at$100 per hour. Each request will be quoted based on labor and programming expenses.
S. Termination. This Agreement may be terminated by either party without cause upon thirty (30) days' written notice, or for cause
following ten(10)days' written notice,setting forth the particulars of the breach and providing the breaching party the opportunity to cure.
9. Assignment. Neither party may assign this Agreement without the prior written consent of the other party.
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10. Notices. All notices,requests,demands and other communications under this Agreement shall be given in writing. Such notices shall
be deemed to have been given when delivered in person or three(3)business days after being sent via certified mail or upon delivery if sent
via reputable overnight delivery service and addressed to the appropriate party at its mailing address set forth below:
If to Provider: Office Depot,Inc.
6600 N.Military Trail
Boca Raton,FL 33496
Attn: Vice President,National Accounts
With a copy to: Office Depot, Inc.
6600 N.Military Trail
Boca Raton,FL 33496
Attn: Office of the General Counsel
If to Buyer: City of Palm Springs
3200 E.Tahquitz Canyon Way
Palm Springs,CA 92262
Attn: City Manager
With a copy to: City of Palm Springs
3200 E.Tahquitz Canyon Way
Palm Springs,CA 92262
Attn: City Clerk
11. Payment Terms. Provider shall submit to Buyer on a regular basis an invoice for all purchases including such detail as agreed upon
by Buyer and Account Manager. Invoices are due thirty(30)days from the date of invoice, and invoices not paid within thirty(30)days
shall bear interest at the rate of 1.5%per month or the maximum amount allowed under law, whichever is less, from the due date of the
invoice.
Buyer's credit limit shall be established by Provider's Credit Department.Provider reserves the right to lower Buyer's credit limit or refuse
to ship any orders if at any time;(1)Buyer is delinquent in making payments to Provider or is otherwise in breach of this Agreement or(2)
in Provider's reasonable opinion,Buyer's credit standing becomes impaired or reasonably unsatisfactory to Provider.
12. Warranties and Return Policy. Provider will pass through to Buyer all manufacturer supplied end-user warranties on all products
sourced to Buyer pursuant to this Agreement. In addition,Provider further agrees that in the event any in-stock product(non-special order)
performs in a manner unsatisfactory to Buyer within thirty(30)days of delivery,Buyer may return same in its original packaging and will
receive full credit against Buyer's next invoice for the amount of such return.
13. Confidentiality. In the performance of or otherwise in connection with this Agreement,one party("Discloser")may disclose to the
other party ("Recipient") certain Confidential Information of the Discloser. "Confidential Information" as used in this Agreement shall
mean all information obtained by the Recipient from the Discloser that is not generally known to the public and that a reasonable business
person would deem confidential. The Recipient will treat such Confidential Information as confidential and proprietary of the Discloser
and during and after the Term and for a period of two(2)years thereafter will: (a)use the Confidential Information of the Discloser solely
for the purposes set forth in this Agreement; (b)take suitable precautions and measures to maintain the confidentiality of the Confidential
Information of the Discloser; and (c) not disclose or otherwise furnish the Confidential Information of the Discloser to any third party
except for employees or independent contractors of the Recipient who have a need to know the Confidential Information to perform its
obligations under this Agreement,provided such employees or independent contractors are obligated to maintain the confidentiality of the
Confidential Information.
The obligations under the Confidentiality section set forth above will not apply to any: (a) approved use or approved disclosure of any
information pursuant to the exercise of the Discloser's rights under this Agreement; (b) information that is now or hereafter becomes
generally known or available to the public other than through a violation of this Agreement; (c) information that is obtained by the
Recipient from a third party(other than in connection with this Agreement)who was not under any obligation of secrecy or confidentiality
with respect to such information; (d) information that is independently developed by the Recipient without reference to any Confidential
Information; (e)disclosure to third parties, as required by applicable law and as set forth in Section 14; and(f)disclosure made with the
explicit consent of the Discloser. Unless otherwise provided by applicable state records retention law or municipal records retention policy,
the Recipient shall promptly return to the Discloser all copies of any Confidential Information of the Discloser in its possession or control
upon request,or in any event,upon any termination or expiration of the"fern.
14. Public Records Act Compliance. Provider hereby acknowledges that Buyer is a public entity and subject to the requirements of the
California Public Records Act. The California Public Records Act recognizes that certain confidential trade secret information may be
protected from disclosure. Generally, a trade secret exemption is for information, including a formula, pattern, compilation, program,
device,method,technique or process,that: (a)derives independent economic value,actual or potential, from not being generally known to
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the public or to other persons who can obtain economic value from its disclosure or use;and(b)is the subject of efforts that are reasonable
under the circumstance to maintain its secrecy. If Provider contends that any information and/or a document submitted to Buyer are
confidential under the Public Records Act, Provider must submit an explanation as to why such information or document is exempt from
disclosure. Buyer shall clearly label each document as "confidential" and enclose the Provider's explanation as to why withholding the
information is permissible under the Public Records Act, If a request is made for the disclosure of information that is marked as
confidential, Buyer will provide the Provider notice to allow Provider to seek protection from disclosure by a court of competent
jurisdiction.
15. Indemnification. Provider shall indemnify, defend and hold harmless Buyer, its officials, officers, employees and agents, for any
third party loss, claim or suit, including reasonable attorneys' fees, brought on by a person challenging the Buyer's refusal to release the
documents that are marked as "confidential" in accordance with Section 14 of this Agreement. In addition,each party(the"Indemnifying
Party")will defend,indemnify and hold harmless the other party and all of its officers,directors,employees,agents,successors and assigns
(the "Indemnified Party") from and against any and all third party claims, demands, actions, suits, losses, liabilities, damages (including
taxes), and all related costs and expenses,including without limitation reasonable attorneys' fees(collectively"Losses")and result from(i)
the negligent,willful or reckless act or omission of the Indemnifying Party,or(ii)death,personal injury, bodily injury or property damage
caused by the Indemnifying Party. Furthermore, Provider, as Indemnifying Party, shall indemnify and hold harmless Buyer and all of its
officers,directors,employees,agents,successors and assigns,as Indemnified Party,against any actual or alleged infringement,violation or
misappropriation of the inte I lectual'property right of any third party with respect to any Provider-branded goods or products provided by
Provider to Buyer pursuant to this Agreement. The Indemnifying Party's obligation to indemnify hereunder is predicated upon the
Indemnified Party(a)giving prompt written notice of any Loss,(b)giving the Indemnifying Party the opportunity to assume sole control
over the defense and settlement, if applicable, of the Loss, and (c) providing, at the Indemnifying Party's sole expense, all reasonably
requested and relevant information, assistance and authority to enable the Indemnifying Party to perform its obligations hereunder. The
Indemnifying Party agrees not to settle any Loss without the Indemnified Parry's written consent, which shall not be unreasonably
withheld,
16. Limitation of Liability. EXCEPT FOR ANY CLAIM FOR INDEMNIFICATION, IN NO EVENT SHALL EITHER PARTY BE
LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO
ANY DAMAGES RESULTING FROM LOSS OF USE OR PROFITS ARISING OUT OF OR IN CONNECTION WITH TIIIS
AGREEMENT, WHETHER IN AN ACTION BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER
LEGAL THEORY,EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, '
17. Force Majeure. Neither party to this Agreement shall be considered in default in the performance of its obligations to the extent that
the performance of any such obligation is prevented or delayed by any cause that is beyond the reasonable control of such party.
18. .Dispute Resolution. Each party commits that in the event a dispute should arise under this Agreement or relating in any manner
hereto, the parties agree to attempt to mediate their dispute prior to the commencement of formal litigation(i.e., the filing of a lawsuit or
other legal proceeding), using a third party mediator. The costs of such mediation shall be equally divided between the parties. Such
mediation shall be conducted by each party designating a duly authorized officer or other representative to represent the party, with
authority to bind the party,and that the parties agree to exchange informally such information as is reasonably necessary and relevant to the
issues being mediated. If such mediation is unsuccessful, than either party shall have the right to initiate litigation in accordance with
Section 18 below. All mediation proceedings shall be confidential,and no information exchanged in such mediation shall be discoverable
or admissible in any litigation involving the parties. In the event a party seeks equitable relief(such as injunctive relief or specific
performance), or in the event of an approaching deadline prescribed by an applicable statute of limitation, then there shall be no
requirement that such party utilize the mediation process referred to herein.
19. Jury Trial Waiver. . IN ANY LITIGATION PROCEEDINGS, EACH OF THE PARTIES HEREBY KNOWINGLY AND
WILLINGLY WAIVES AND SURRENDERS SUCH PARTY'S RIGHT TO TRIAL BY JURY AND AGREES THAT SUCH
LITIGATION SHALL BE "PRIED TO A JUDGE SITTING ALONE AS THE TRIER OF BOTH FACT AND LAW, IN A BENCH
TRIAL,WITHOUT A JURY.
20. Attorney Fees. In the event of any litigation between the parties hereto with respect to the Agreement,the prevailing party(the party
entitled to recover costs of suit, at such time as all appeal rights have expired or the time for taking such appeals has expired) shall be
entitled to recover reasonable attorney's fees,in addition to such other relief as the court may award.
21. Amendment and Waiver. No amendment to any provision of this Agreement shall be effective unless in writing and signed by both
parties. The waiver by either party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a
waiver of any succeeding breach of the same or any other provision.
22. Entire Agreement. This Agreement, together with all exhibits, schedules and attachments, constitutes the entire agreement between
the parties with respect to the subject matter hereof, This Agreement supersedes, and the terms of this Agreement govern, any prior
agreements with respect to the subject matter hereof with the exception of any prior confidentiality agreements between the parties. This
Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing.
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23. Counterparts. This Agreement may be executed in multiple counterparts,each of which shall be deemed to be an original,but all of
which together shall constitute one and the same instrument. Facsimile signatures will be considered original signatures.
24. Survival. All terms of this Agreement which by their nature extend beyond its termination,remain in effect until fulfilled,and apply
to respective successors and assigns.
Provider:Office Depot,Inc. Buyer:Ci f Palm Springs,California
Signature: Signatur Ct"
i
j ,
Name: N .Read r'C57yCb�•r
"title: Vice President �City Manager
Date: Date:
A'P TO FORM
RevkKoed
sv Jow
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RFTURN TO:
y.. L ..
d F=PALM SPRINGS
BOX 2743
J ""PRINGS,CA 92263
APPROVED BY CITY MANAGER
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Account!Name: City of Palm Springs
�C Account Number: 89775114
ICU U I ery Office Depot Rep Name: Andy Kallsen
Office Depot Rep Phone Number: 951-219-6796
Customer Name: Jay Thompson
Customer Phone Number. 780323.8204
Revision Date(s):
Date: May 14,2010
Quote Number: 052810-RD
Raised color logo
CUSTOM STATIONERY ONLINE QUOTE FORM
Customer Brand Standards
Quote Annual Mastered Inventory Flat I Price(ver box of 5001 [Masters and
ID Product Description Stock'(name finish and size! Ink Colors Raised
llsaoe Amount Liabili Imprintm Cobined!
Other
1 2 5 10
1 Letterhead-Master 24#White Economy Smooth-8 1I2 x 11 iD,ODD 10,000 $459.80 Master Full Color Raked $103.28 $75.52 $58.86 $53.32
$22.991box Imprint 1 PMS Raised
Notes: No bleeds and no back copy. Logo is full color.
Notes: Close matched sample to an in-house stock.
Master Prod Time: 5 Days; Imprint Prod Time: 2 Days; Imprints will be released: Daily
1 2 5 10
2 #10 Envelope-Master 24#White Wove-#10 25,000 25,000 $1,030.70 Master Full Color Raised— I T $85.89 $59.52 $43.69 $38.42
$20.61Ibox Imprint 1 PMS Raised
Notes: No bleeds and no back copy. Logo is full color.
Notes: Close matched sample to an in-house stock.
Master Prod Time: 5 Days; Imprint Prod Time: 2 Days; Imprints will be released: Daily
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Account Name: City of Palm Springs
l e Account Number: 89775114
�� i er i Office Depot Rep Name: Andy Kallsen
Office Depot Rep Phone Number: 951-219-6796
1 Customer Name: Jay Thompson
Customer Phone Number: 760-323-8204
Revision Dates):
Date: May 14,2010
_µ m Quote Number: 051410-RD
CITY OF PALM SPRINGS FINAL 5-1440
CUSTOM STATIONERY ONLINE QUOTE FORM
Customer Brand Standards
Quote Flat 1
Annual Mastered Inventory Price[per box t om !Masters and
ID Product Description Stock'(name finish and sire) Ink Colors Raised!
Usage Amount Liability Other imprint Combined!
Thermo Raised Color Logo 1
Business Card-Thermo Flex 80#Environment Ultra Bright White-3 1/2 20,000 0 $0.00 None $30.31
x 2809'o recycled Imprint Flex Raised
Notes: No bleeds and no back cagy.
Notes: Flex program stock.
Master Prod Time: 0 Days; Imprint Prod Time: 3 Days; Imprints will be released: Daily
Flat 1
Business Card-Flex 80#Environment Ultra Bright White-3 1!2 �}000 0 None 77-71 x 2,80k recycled $O.DD $2i3.57
Imprint Flex Flat
Notes: No bleeds and no back copy.
Notes: Flex program stock.
Master Prod Time: 0 Days; Imprint Prod Time: 3 Days; Imprints will be released: Daily
k-
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3 Letterhead•On Demand 24#White Economy Smooth=8 112 x 11 10,000 0 $0 00 Master None $81 78 $54,03 $37.37 $31.89
Imprint 1 PMS Flat
Notes: No bleeds and no back copy.
Notes: Close matched sample to an in-house stock.
Master Prod Time: 0 Days; Imprint Prod Time: 2 Days; Imprints will be released: Daily
Blue Logo 1 2 5 10
4 #10 Envelope-On Demand7- 24#White Wove-#10 25,000 0 $0 D0 Master None $71 40 $39.65 $25.29 $19.80
Imprint 1 PMS Flat
Notes: No bleeds and no back copy.
Notes: Close matched sample to an in-house stock.
Master Prod Time: 0 Days; Imprint Prod Time: 2 Days; Imprints will be released: Daily
Blue Logo 1 2 5 10
-7
#White Wove Standard Left Poly
5 #10 Window Envelope-On Demand Window-#10 25,000 0
24 $0.00 Master None $74.37 $42.11 $27.77 $22.17
Imprint 1 PMS Flat
Notes: No bleeds and no-back copy.
Notes: Close matched sample to an in-house stock.
Master Prod Time: 0 Days, Imprint Prod Time: 2 Days; Imprints will be released: Daily
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6B #9 Envelopelope-On Demand 24#White Wove-#9 25,000 0 $0.00 Master None Imprint Black Flat $45.69 $26.78 $20.15 $17.22
Notes: No bleeds and no back copy. T
Notes: Close matched sample to an in-house stock. .
Master Prod Time: 0 Days; Imprint Prod Time: 1 Days; Imprints will be released: Daily
1 2 5 10
7 6 112 x 4 Lable-On Demand 60#Mactac uncoated 6 1/2 x 4 lahel 5,000 0 $0.00 None $138.32 $110.57 $393.92 $88.37
Imprint 1 PMS Flat
Notes: No bleeds and no back copy. 0
Notes: Close matched sample to an in-house stock.500 per box
Master Prod Time: 0 Days; Imprint Prod Time: 2 Days; Imprints will be released: Daily
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Once quotes are approved,proofs will be produced.
Once proofs are approved,the site and the masters will be created using the quote and proof approvals.
Price quotes will be valid for 90 days. If quote is approved after the 90 days,the pricing may change.
'If stock samples are needed please request them. Some stock samples may not be available if stock is custom.
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