HomeMy WebLinkAboutOffice Depot Cooperative Participation Agreement 11.1.2022FIN-B Product Cooperative Purch Agt- DPW (08-27-2021) 1-
COOPERATIVE PARTICIPATION AGREEMENT
THIS PARTICIPATION AGREEMENT (“Agreement”) is made and entered into effective
on _____________________, (“Effective Date”) by and between CITY OF FRESNO,
a California municipal corporation (“City”), and Office Depot, LLC (“Vendor”).
WHEREAS, on January 1, 2012 Oregon State University awarded Vendor OSU Contract
No. JP156810 for Office Supplies, Related Products and Office Services (as amended to
date, the “Master Agreement”), which permits National Intergovernmental Purchasing
Alliance Participating Public Agencies to purchase goods and services in accordance with
terms and conditions set forth in the Master Agreement;
WHEREAS, City has chosen to become a participating public agency under the Master
Agreement, and City is eligible to purchase under the Master Agreement; and
WHEREAS, the undersigned representative of City is authorized, on behalf of City, to
contract with the Vendor for the purchase of the office supplies and services in
accordance with the terms of the Master Agreement and this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and promises hereinafter contained to be kept and performed by the
respective parties, it is mutually agreed as follows:
1. The Charter for the City allows for cooperative purchase agreements for
products. The City is allowed to use an existing government agency’s agreement, as an
exception to the competitive bidding requirements of Fresno City Charter Section 1208.
The Parties agree that the Vendor has entered into an Office and Educational Supplies
agreement with Oregon State University. The solicitation for the Master Agreement is
attached as Exhibit A.
2. Vendor’s Obligation. Vendor shall provide those services and carry out that
work described in the Master Agreement, which is attached hereto as Exhibit B and is
incorporated herein by reference, subject to all the terms and conditions contained or
incorporated herein, including all subsequent amendments thereto.
3. City’s Obligation. City shall make to the Vendor those payments described
in Exhibits A and B, subject to all the terms and condition contained or incorporated
herein
4. Notwithstanding the requirements that the Master Agreement is fully binding
on the Parties, the parties have agreed to modify certain non-material provisions of the
Master Agreement as applied to this Agreement between the Vendor and the City, as
follows:
a) City’s Insurance and Indemnity provisions attached as Exhibit C.
b) Address change for the City: Notwithstanding the address and
contract information for the government entity as set out in Exhibit B, the Vendor agrees
that notices and invoices will be sent to:
DocuSign Envelope ID: A59C2112-A6B2-4C23-A70B-1BF97806AC66DocuSign Envelope ID: 2008A31B-B1FF-4674-AB37-0C6194369148DocuSign Envelope ID: A8873073-544D-40B6-947E-EA1F38F774E2
November 1, 2022
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FIN-B Product Cooperative Purch Agt- DPW (08-27-2021) 2-
City of Fresno
Attention: Melissa Perales
2600 Fresno Street, Room 2156
Fresno, CA 93721
Phone: (559) 621-1157
FAX: (559) 457-1564
c) Notwithstanding anything in Exhibits A and B to the contrary, this
Agreement shall be governed by, and construed and enforced in accordance with , the
laws of the State of California, excluding however, any conflict of laws rule which would
apply the law of another jurisdiction. Venue for purposes of the filing of any action
regarding the enforcement or interpretation of this Agreement and any rights and duties
hereunder shall be Fresno County, California.
d) All other provisions in the Master Agreement are fully binding on the
parties and will represent the agreement between the City and the Vendor.
5. This Agreement shall commence on the Effective Date, and run
coterminous with the Master Agreement, unless terminated in accordance with the Master
Agreement or this Agreement. Either party may terminate this Agreement for
convenience by providing the other party thirty (30) days prior written notice.
6. Pricing for products are as specified under the Master Agreement.
7. City acknowledges that on May 1, 2022 (“Assignment Effective Date”), this
agreement shall be assigned by Office Depot, LLC to ODP Business Solutions, LLC, a
Delaware limited liability company (“ODB BSD”). As of the Assignment Effective Date,
Office Depot hereby assigns all of its right, title and interest under the Participation
Agreement to ODP BSD, and ODP BSD hereby assumes all obligations under the
Agreement. CITY agrees to use payments and Purchase Orders to ODP BSD following
the Assignment Effective Date.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
DocuSign Envelope ID: A59C2112-A6B2-4C23-A70B-1BF97806AC66DocuSign Envelope ID: 2008A31B-B1FF-4674-AB37-0C6194369148DocuSign Envelope ID: A8873073-544D-40B6-947E-EA1F38F774E2
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FIN-B Product Cooperative Purch Agt- DPW (08-27-2021) 3-
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By:
MELISSA PERALES
Purchasing Manager
APPROVED AS TO FORM:
DOUGLAS T. SLOAN
City Attorney
By:
Brandon M. Collet Date
Senior Deputy City Attorney
ATTEST:
TODD STERMER
City Clerk
By:
Date
Deputy
Addresses:
CITY
City of Fresno
Attention: Melissa Perales
2600 Fresno Street, Room 2156
Fresno, CA 93721
Phone: (559) 621-1157
FAX: (559) 457-1564
Office Depot, LLC
By:
Name:
Title:
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
ODP BUSINESS SOLUTIONS, LLC
By:
Name:
Title:
VENDOR:
Office Depot LLC
Attention: Vice President,
Business Solutions Division
6600 North Military Trail
Boca Raton, FL 33496
Phone: (561) 438-4800
Attachments:
Exhibit A-Original Solicitation
Exhibit B-Original Government Contract
Exhibit C-City’s Insurance and Indemnity
DocuSign Envelope ID: A59C2112-A6B2-4C23-A70B-1BF97806AC66DocuSign Envelope ID: 2008A31B-B1FF-4674-AB37-0C6194369148
VP, Strategy Solutions
4/22/2022
Susan Cummings
Susan Cummings
VP, Strategy Solutions
4/22/2022
4/22/2022
DocuSign Envelope ID: A8873073-544D-40B6-947E-EA1F38F774E2
10/4/2022
10/4/2022
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