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HomeMy WebLinkAboutContract 43457 (2)EXECUTION COPV THE STATE OF FLORIDA, DEPARTMENT OF MANAGEMENT SLRVICES PIGGYBACK CONTRACT BETWEEN THE CITY OF FORT WORTH, TEXAS AND OFFICE DEPOT, INC. GUY .-iit.7iacki;litArN I • This Piggyback Contract ("Piggyback Contract") is made and entered into this 29 day of June, 2012 ("Effective Date"), by and between The City of Fort Worth, Texas, a Texas home -rule municipal corporation (hereinafter referred to as the "Customer"), and Office Depot, Inc., a Delaware corporation with corporate headquarters located at 6600 North Military Trail, Boca Raton, FL 33496 (hereinafter referred to as "Office Depot"). WITNFSSETH: WHEREAS, the State of Florida, Department of Management Services and Office Depot entered into that Contract 618-000-11-1, effective as of October 18, 2010, for Office and Education Consumables, including all exhibits and amendments thereto, pursuant to Invitation to Negotiate No. 618-001-10-1 (the "Master Agreement"); and WHEREAS, the Master Agreement permits government entities to purchase goods and services in accordance with terms and conditions set forth in the Master Agreement; and WHEREAS, pursuant to that certain Administration Agreement between Office Depot and National Intergovernmental Purchasing Alliance Company ("National IPA"), National IPA is authorized to promote the Master Agreement, and Customer is a member of National IPA; and contact information is located at www.nationalioa.ora; and WHEREAS, the undersigned representative of the Customer is authorized, on behalf of the Customer, to contract with Office Depot for the purchase of the office supplies and services in accordance with the terms of the Master Agreement; and WHEREAS, the Customer has requested, and subject to the terms and conditions herein, Office Depot hereby agrees to offer products in accordance with the Master Agreement. NOW, THEREFORE, in consideration of the mutual covenants, benefits and promises herein stated and in conjunction with the cooperative agreement referenced, the parties hereto agree to the following terms and conditions: 1. INCORPORATION OF MASTER AGREEMENT. The purpose of this Piggyback Contract is to allow the Customer to purchase supplies from Office Depot at the discounted prices set forth in the Master Agreement, To that end, the Master Agreement is hereby incorporated by reference as if set forth herein in its entirety, including all subsequent amendments thereto. 2. NOTICES. All notices, requests, demands and other communications under this Piggyback Contract 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: To Customer: City of Fort Worth, Texas Purchasing Manager 1000 Throckmorton Street 1 07-30-1 2 Al 0 : 20 I n; ©wiry P C [T [_ II ►�� viiitoP,ii [,-►[, ii EXECUTION COPY To Office Depot: with a copy to: Fort Worth, Texas 76102 Office Depot, Inc. 5345 Oakbrook Parkway Norcross, GA 30093 Attn: James E Pollman, Regional Vice President Office Depot, Inc. 6600 North Military Trail Boca Raton FL 33496 Attn: Office of the General Counsel 3. TERMINATION FOR CONVENIENCE. Either party may terminate this Piggyback Contract for convenience by providing the other party thirty (30) days prior written notice. 4. RIGHT TO AUDIT. Office Depot agrees that the Customer, or Customer's authorized representative, shall, until the expiration of three (3) years after final payment under the Master Agreement and at no additional cost to Customer, have access to and the right to examine and copy any directly pertinent books computer disks, digital files, documents, papers and records of the Office Depot, regardless of retention format (subject to any confidentiality agreements between Office Depot and third party auditors hired by the Customer) involving Customer's purchases made under the Master Agreement, including any information relating to Customer s purchases made under the Master Agreement that are provided to Customer by Office Depot on compact disc (CD) or flashdrive. Office Depot agrees that the Customer shall have access, during normal working hours, to all n ecessary Office Depot facilities, and shall be provided adequate and appropriate workspace, in o rder to conduct audits in compliance with the provisions of this section. If a third party auditor is u sed by Customer, such third party auditor shall execute a non -disclosure and confidentiality agreement with Office Depot, the form of which is included as Attachment A to this Contract. Customer shall pay Office Depot for reasonable costs of any copying in accordance with the standards set forth in the Texas Administrative Code. The Customer shall give Office Depot reasonable advance written notice of intended audits, but no less than ten (10) business days While Customer shall not pay any costs to Office Depot for provision of books, documents papers and records to conduct an audit (except as set forth above), audits conducted by Customer, including audits conducted by a third party on behalf of Customer will be done at Customer's expense unless Office Depot fails to cooperate with the auditors or provide requested information in a timely manner. 5. PRICE LISTS Upon execution of this Contract and each six months thereafter, when prices are changed, Office Depot shall send a current price list on CD to the Customer's Purchasing Manager. 6. CHANGES This Piggyback Contract shall only be amended by express written agreement of Customer and Office Depot. 2 EXECUTION COPY By: Name: Title: Date: Atiffice Dtrar Reviewed ST JI.T LEGAL IN WITNESS WHEREOF, the Customer and Office Depot have executed this Contract on the Effective Date. OFFICE DEPOT, INC. o C's �c F af&l Mir Pits "deo/ 6-19s- /?- OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 3 CITY OF FORT WORTH, TEXAS By: f Name: Susan Tanis Title: Assts. unt Ci Date: En I 30 City = c etary' Mary Kayser' City Secretary Date c)/ VAAAA.) Manager ) atbettroArluttgb AS4t.Of F043/4044kr trait 000000,0 )7, 0* L1400 a O. • e ¢a 0 71/4 O 000 fo Approved as to Form and Legality City Attorney's Office: Assistant City Attorney M&C: P-11364 Approved March 6, 2012 O ?:tialt SECRETARY t WORTH, TX ttj/ 9 " ° fr ‘5" 41445scoPs ATTACHMENT A NON -DISCLOSURE & CONFIDENTIALITY AGREEMENT Office Depot, Inc , on behalf of its affiliates and subsidiaries (' Office Depot") has agreed to allow the undersigned [auditor name], located at [address] [( Auditor")] (referred to herein as "you") to have access to certain information as set forth herein. Office Depot may provide to you, upon your execution and delivery to us of this Non -Disclosure & Confidentiality Agreement ("Agreement") certain confidential and proprietary information of Office Depot under the following terms and conditions: WHEREAS, [Auditor] is in the business of performing assessments and/or examination services for its clients; WHEREAS, [customer name] ("Customer") has purchased [products] from Office Depot pursuant to [name of customer agreement] entered into as of [date of customer agreement] ("Contract"); WHEREAS, [Auditor] has been employed by Customer to [purpose of audit/time period of audit] ("Review"); WHEREAS, [Auditor] may have in the past and may, from time to time, in the future, perform an assessment and/or exam'nation services for other clients related to such clients' business relationship with Office Depot (any such other assessment and/or examination services, together with the Review shall be referred to herein as the "Review Services"); and WHEREAS, the undersigned hereby acknowledges and agrees that any Review Services shall be performed, at a minimum, pursuant to the terms and conditions set forth herein. 1. CONFIDENTIAL INFORMATION. All information about Office Depot, the Review, and/or a customer of Office Depot furnished after the date hereof, whether oral or written, and regardless of the manner in which it is furnished, is referred to in this Agreement as "Confidential Information " Confidential Information, however does not include information which (a) is or becomes generally available to the public other than as a result of a disclosure by you; (b) was available to you on a non -confidential basis prior to its disclosure by Office Depot; or (c) becomes available to you on a non -confidential basis from a person other than Office Depot who is not otherwise bound by a confidentiality agreement with Office Depot or is otherwise not under an obligation to Office Depot not to transmit the information to you. As used in this Agreement, the term "person" shall be broadly interpreted to include, without limitation, any corporation, company, partnership, other entity or individual 2. CONFIDENTIALITY. Except as may be required by law or unless otherwise agreed to in writing by Office Depot, you agree (a) to keep all Confidential Information confidential and not to disclose, publish, disseminate or reveal any Confidential Information to any party other than Customer and (b) not to use Confidential Information for any purpose other than in connection with the Review for which [Auditor] has been retained by Customer You will not use the Confidential Information to compete with Office Depot, or to the detriment of Office Depot. [Auditor] may provide a report to Customer based on its analysis of Confidential Information which may designate an amount in which Customer may have overpaid or underpaid for certain Office Depot purchases. Any and all reports provided to Customer and marked as "Confidential" shall be deemed to be "Confidential Information" as defined herein. 3. NEED TO KNOW BASIS. Notwithstanding the foregoing, you may disclose the Confidential Information only to those of your employees who need to know such information (`Employees") in connection with the Review for which the undersigned has been retained by Customer, provided that (a) you shall inform such Employees of the confidential and proprietary nature of such information pursuant to this Agreement and shall cause such Employees to treat such information confidentially pursuant to the terms and conditions herein; (b) in any event you shall be responsible for any breach of this Agreement by you or any of your Employees and (c) any Employees employed by you to perform the Review contemplated herein shall not, in any way, use such Confidential Information for any other services performed by you for any other client. Without limiting the foregoing, you shall take all necessary steps and apply procedures necessary to ensure that (i) the Review Services performed for any one client are sufficiently and adequately segregated and kept separate (including, without limitation, separate files, restricted access consequent restrictions on physical access and controls over computer access) from any Review Services SAMPLE performed for any other client and (ii) any Confidential Information gained or otherwise received during Review Services for one client shall not, in any way, directly or indirectly, be used or otherwise applied, in whole or in part, in the performance of Review Services for any other client. 4. RETURN OF CONFIDENTIAL INFORMATION. You will, upon the written request of Office Depot, (a) promptly deliver to Office Depot all Confidential Information including all copies, reproductions, summaries analyses or extracts thereof or based thereon; or (b) destroy all Confidential Information in your possession or control and certify to Office Depot the destruction thereof in a written certification signed by an authorized officer of your company Notwithstanding the foregoing, you may retain in confidence one copy of your reports and work product for your archival records. Such archival records must be maintained in accordance with the terms herein 5. PROPERTY OF OFFICE DEPOT. All Confidential Information, and any derivatives thereof, excepting only your reports and work papers, remain the property of Office Depot and no license or other right to Confidential Information is granted or implied hereby. 6. NO WARRANTY. You acknowledge that Office Depot makes no express or implied representations or warranties as to the accuracy or completeness of any Confidential Information and all Confidential Information is provided to you on an "AS IS" basis. You agree that Office Depot shall have no liability to you relating to or arising from the use of any Confidential Information or for any errors or omissions therein. 7. REMEDIES. It is further understood and agreed that money damages may not be a sufficient remedy for any breach of this Agreement and that Office Depot shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach (or threatened breach). You further agree to waive any requirement for security or posting of any bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement but shall be in addition to all other remedies available at law or in equity to Office Depot. 8. NO WAIVER. It is further understood and agreed that no failure or delay by us in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. 9. CHOICE OF LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of laws principles. 10. SEVERABILITY. If any provision of this Agreement is held invalid or unenforceable, the balance of this Agreement shall remain in effect. 11. NO OBLIGATION. This Agreement (a) imposes no obligation on Office Depot to allow you to review any documentation outside the scope of the Review, and (b) does not create any agency or partnership relationship between Office Depot and you. 12. Entire Agreement. This Agreement contains the entire agreement between you and Office Depot concerning confidentiality of the Confidential Information, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding unless approved in writing by you and Office Depot. 2 SAMPLE IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date of signature below. [Auditor] By: Name. Title: Date: I have authority to bind the corporation. 3 M&C - Council Agenda Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 3/6/2012 DATE: Tuesday, March 06, 2012 LOG NAME: 13P11-0248 OFFICE SUPPLIES LSJ S UBJECT: Authorize a Purchase Agreement for Office Supplies with Office Depot Using a National Intergovernmental P urchasing Alliance Cooperative Contract Up to $1,200,000.00 Per Year (ALL COUNCIL DISTRICTS) REFERENCE NO.: **P-11364 RECOMMENDATION: It is recommended that the City Council authorize a Purchase Agreement for office supplies with Office Depot using National Intergovernmental Purchasing Alliance Cooperative Contract No. 618-000-11-1 up to $1,200,000 00 per year with payments due 30 days after receipt of invoices. DISCUSSION: All City departments will use this Agreement to purchase office supplies on an as -needed basis. City Staff from the Fire, Financial Management Services, Code Compliance and the Library Departments evaluated cooperative office supply Agreements from Independent Stationers, Office Depot, OfficeMax and Staples. The Agreements were rated on a pre -established matrix of weighted factors including price, qualifications, capabilities and performance. Office Depot was determined to present the best value Agreement to the City. Office Depot offers a wide assortment of office supply items, with discounts ranging from 30 percent to 79 percent off manufacturer's list prices. Office Depot will provide electronic password -protected ordering through a web -based catalog and itemized electronic billing. City Staff is familiar with Office Depot's ordering method and has previously contracted with this vendor for office supplies. In addition, Fort Worth will have contractual authority to audit pricing and invoicing. PRICE ANALYSIS - The prices are five percent lower than the pricing on the previous annual agreement awarded in 2006 (M&C P-10302). No guarantee was made that a specific amount of goods or services would be purchased. Approximately $1,228,000.00 was spent in the previous year. The City has an opportunity to reduce spending further with demand management a program that substitutes alternate brand products when a Tess expensive brand is available. City Staff has reviewed the contract and concluded that the prices are reasonable. COOPERATIVE PURCHASING - State law provides that a local government purchasing an item under a cooperative Purchasing Agreement satisfies state laws requiring that the local government seek competitive bids for purchase of the item National Intergovernmental Purchasing Alliance (NIPA) contracts have been competitively bid to increase and simplify the purchasing power of government entities N IPA serves as a nationwide cooperative offering competitively awarded Agreements to public and non- profit agencies. This contract is based on the State of Florida office supplies bid that was effective on October 18, 2010 M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. http://apps.cfwnet org/ecouncil/printmc.asp?id=15563&print=true&DocType=Print 7/10/2012 M&C - Council Agenda Page 2 of 2 AGREEMENT TERM - Upon City Council's approval, the Agreement will begin March 7 2012 and expire October 17 2013 to coincide with the expiration date of the NIPA contract number 618-000-11-1. Appropriations for anticipated expenses during the remainder of the Agreement term will be requested as part of the Fiscal Year 2013 and Fiscal Year 2014 budget proposals. RENEWAL OPTIONS - This Agreement may be renewed for one three-year term at the City's option per the NIPA contract. This action will not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. FISCAL INFORMATION / CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budgets, as appropriated, of the participating funds and upon the adoption of the Fiscal Year 2013 and Fiscal Year 2014 budgets by the City Council to include the above recommended item(s), funds will be available in the Fiscal Year 2013 and Fiscal Year 2014 operating budgets, as appropriated, of the participating funds. BQN\11-0248\LSJ FUND CENTERS: TO Fund/Account/Centers FROM Fund/Account/Centers CERTIFICATIONS: Submitted for City Manager's Office bv: Originating Department Head: Additional Information Contact: Susan Alanis (8180) Lena Ellis (8517) Jack Dale (8357) LaKita Slack -Johnson (8314) ATTACHMENTS 1. 11-0248 MWBE WAIVER.pdf (CFW Internal) 2. National IPA State of FL Category Discount Table pdf (CFW Internal) 3. State of Florida Contract No 618-000-11-1.pdf (CFW Internal) http://apps.cfwnet org/ecouncillprinUnc asp?id=15563&print=true&DocType=Print 7/10/2012