Simi Valley City Council
October 9, 2023

AGENDA ITEM NO.

Consent (3)

CITY OF SIMI VALLEY

MEMORANDUM
Octob
er 9, 2023
TO: City
Council
Board of Directors, Ventura County Waterworks District No. 8 FRO
M: Department of Administrative Services
SUBJECT: APPROVAL OF FIRST AMENDMENT AND ASSIGNMENT AND

ASSUPMTION OF THE CONTRACT BY ODP SOLUTIONS, LLC UNDER

THE OMNIA PARTNERS, PUB LIC SECTOR /CITY OF
TAMARAC CONTRACT #19-12R COOPERATIVE AGREEMENT

FOR THE PURCHASE OF OFFICE S UPPLIES

RECOMMENDATION
It is recommended that the City Council/Board of Directors approve the First Amendment and Assignment and Assumption of the contract by ODP Solutions, LLC as an affiliate of Office Depot, Inc., for the purchase of office supplies through a Cooperative Agreement to extend the term for another four (4) years beginning October 14, 2023, through October 13, 2027. The not to exceed amount for the added term is $175,000, for a total not -to- exceed amount of $350,000 for the entire Contract.

BACKGROUND AND OVERVIEW
On October 18, 2019, the City /Waterworks District No. 8 entered into a cooperative agreement with Office Depot, Inc. for the purchase of office supplies through another public agency-Omnia Partners/City of Tamarac Contract # 19 -12R (Attachment A , page 7). The term of the cooperative contract is currently from October 18, 2019, and is set to expire on October 13, 2023, with a not-to-exceed amount of $175,000. Under the City’s Purchasing Ordinance, the City Manager/ District Manager is authorized to approve cooperative purchasing agreements up to $
175,000.

On May 1, 2022, Office Depot, Inc. assigned all of its rights, title, and interest under Contract #19-12R, to its affiliate, ODP Business Solutions, LLC (“ODP”) (Attachment
B, page 43), a Delaware limited liability company. ODP agreed to assume all obligations under Contract #19-12R, which included the City’s contract with
Office Depot, Inc. The City’s contract has a requirement for the City of Simi Valley to approve any assignments of the contract. Due to staff departures and a reduction in staff in May of 2022, the approval of assignment was not sought.

On
June 20, 2023, Omnia Partners/City of Tamarac exercised its option to renew Contract #19-12R, Agreement Amendment (Attachment C, page 47 ), beginning October 14, 2023, through October 13, 2027, in recognition of ODP’s satisfactory performance of t he current term.

In anticipation of the City’s/District’s cooperative contract expiring, staff assessed various options available to the City/Dis trict and concluded that amending its existing cooperative contract with ODP under Contract #19-12R for a similar term is most favorable to the City/District in terms of pricing, discounts available, and administrative processes . Additionally, staff reviewed the City’s/District’s spending history for the cooperative contract and found the contract amount of $175,000 adequate for a four -year period. Therefore, staff is proposing an additional $175,000 to this cooperative contract amendment for a total contract not-to-exceed amount of $350,000 (page 4).

FINDINGS AND ALTERNATIVES
The City of Tamarac, Florida issued RFP 19-12R in March 2019 and partnered with Omnia Partners to establish a national cooperative contract for office supplies.

The resulting contract authorizes public agencies nationally, including state and local government entities, to use the contract for office supply purchases. Pricing under the City of Tamarac contract is extremely competitive and is currently being used as an additional resource for City/District staff to purchase office supplies.

Online ordering, billing, payment, and administrative processes will remain unchanged, avoiding any i nterruptions or delays to City/District operations.

The term of Contract #19-12R was renewed on June 20, 2023, for an additional four- year term beginning October 14, 2023 through October 13, 2027. The City/District, therefore, seek to amend its existing cooperative contract under Contract# 19-12R for the same term and with an additional amount of $175,000. The total not-t o-exceed amount of this cooperative contract will be $350,000. Adequate funding exists within each of the respective department’s budget to accommodate actual purchases under the cooperative contract. However, before proceeding, the City must first approve the assignment and assumption of the agreement from Office Depot, Inc., to ODP. Staff is seeking formal approval of the assignment effective retroactively to May 1, 2022 and that all actions taken such as purchases made between the date of the transfer and the effective date of the First Amendment, be ratified by Council.

The following alternatives are available to the City Council/Board of Directors:

1. Approve the First Amendment and Assignment and Assumption to the Contract between the City and Office Depot Inc., to ODP, ratify purchases made by City from ODP bet
ween May 1, 2022 and the effective date of this First Amendment, and extend the term of the e cooperative contract (page 4) with ODP for the purchase of office supplies, utilizing the Omnia P artners/City of Tamarac Contract# 19-12R beginning
October 14, 2023, through October 13, 2027, with an additional amount of $175,000, for a total not-to-exceed Contract amount of $350,000.

2. Do not award the contracts and provide other direction to staff.

Sta
ff recommends Alternative No. 1.
2 SUGGESTED CITY COUNCIL MOTION
I move to approve the First Amendment and Assignment and Assumption to the Contract between the City and Office Depot Inc., to ODP, ratify purchases made by City from ODP between May 1, 2022 and the effective date of this First Amendment, and extend the term of to the cooperative contract with
ODP for the purchase of office supplies, utilizing
the Omnia
Partners/City of Tamarac Contract # 19-12R beginning October 14, 2023, through October 13, 2027, with an additional amount of $175,000 for a total not-to-exceed contract amount of $350,000.

S
UMMARY
On October 18, 2019, the City /District entered into a cooperative agreement with Office Depot, Inc. for the purchase of office supplies through Omnia P artners/City of Tamara Contract# 19-12R, beginning October 18, 2019, through October 13, 2023, with a not-to- exceed amount of $175,000. Office Depot, Inc. subsequently assigned all of its rights, title, interest, and obligations to ODP Business Solutions, LLC on May 1, 2022.

Omnia Partners/City of Tamarac Contract
#19-12R (“Contract # 19-1 2R”) was then
renewed on June 30, 2023, for an additional term beginning October 14, 2023, through
October 13, 2027. The City/District requests Council to approve a First Amendment and Assignment and Assumption to the Contract between the City and Office
Depot Inc. to ODP, as well as extending its term consistent with the term stated under Contract #19-12R, with an additional amount of $175,000, which will serve as an additional resource for City Staff to purchase office supplies. The total not- to
-exceed amount of this c ooperative contract is $350,000. ___________
_________________________
Carolyn Johnson
Administrative Services Director
Prepare
d by: Maria R. Mondala-Duncan, Senior Management Analyst INDEX Page
Firs
t Amendment to the Cooperative Contract between
the City of Simi Valley and ODP Business Solutions, LLC……………………..4 A
ttachment A – Agreement between City of Simi Valley
and Office Depot, Inc. (October 18, 2019 – October 13, 2023)........................7 Attachment B – Amendment #1 to Omnia Partners/City of
Tamarac Contract #19-12R……………………………..... …… .…………..….... 43 Attach
ment C – Amendment #2 to Omnia Partners/City
of Tamarac Contract #19-12R........................................................................47 3 1

FIRST AMENDMENT AND ASSIGNMENT AND ASSUMPTION

TO THE COOPERATIVE CONTRACT BETWEEN THE CITY OF

SIMI VALLEY AND VENTURA COUNTY WATERWORKS
DISTRICT NO. 8 AND ODP BUSINESS SOLUTIONS, LLC FOR

THE PURCHASE OF OFFICE SUPPLIES

THIS FIRST AMENDMENT TO THE COOPERATIVE CONTRACT is made and entered into in the City of Simi Valley on this 9
th day of October 2023,(“Effective Date”)
by and between the CITY OF SIMI VALLEY, a municipal corporation, the VENTURA COUNTY WATERWORKS DISTRICT NO. 8, (collectively, “CITY”), and ODP BUSINESS SOLUTIONS, LLC, a Delaware limited liability company as successor in interest and an affiliate of, Office Depot, Inc.

I. Recitals

A. CITY and Office Depot, Inc. entered into a written contract ("CONTRACT") executed on October 18, 2019 and in effect to October 13, 2023 for the purchase of office supplies, through another government agency, the City of Tamarac / Omnia Partners Cooperative Purchasing Contract No. 19- 12R ( the “Cooperative Agreement”). Both agreements are attached hereto and incorporated herein by reference.

B. On March 14, 2022, Office Depot, Inc., requested the City of Tamarac to consent to a transfer agreement whereby Office Depot, Inc. assigned all of its right, title, and interest under the Cooperative Agreement to its a ffiliate, ODP Business Solutions, LLC with an effective date of May 1, 2022. The assignment was accepted by the City of Tamarac on the same date and ODP Business Solutions, LLC (“CONTRACTOR”) assumed all of Office Depot’s obligations under the Cooperative Agreement.

C. The CITY’s agreement with Office Depot, Inc., provides that any assignments of the CONTRACT must be approved by CITY. CITY desires to formally accept the assignment from Office Depot Inc. to CONTRACTOR, effective retroactively to May 1, 2022, as set forth below.

D. On June 23, 2023, the Cooperative Agreement between CONTRACTOR and the City of Tamarac was amended with a renewal term beginning October 14, 2023 to October 13, 2027.

C. In accordance with paragraph eight (8) of the CONTRACT, the Parties desire to extend the term of the CONTRACT consistent with the Cooperative Agreement for four years for the period of October 14, 2023 to October 13, 2027.

NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the Parties hereto agree as follows:

4 2

II. Amendment

1. Recitals Incorporated. The above Recitals are incorporated into this First Amendment, Assignment and Assumption and made a part hereto.

2. Assignment , Assumption and Consent.

A. On or about May 1, 2022, Office Depot Inc., assigned all of its right, title and interest under the Cooperative Agreement with the City of Tamarac to CONTRACTOR, through which CITY purchases office supplies. Pursuant to Section 13.

Successors and
Assigns of the City’s agreement with Office Depot Inc., the City hereby consents to the assignment, as stated herein, to CONTRACTOR. CITY’s consent is retroactively applicable to May 1, 2022 and all actions taken by CITY with CONTRACTOR between May 1, 2022 and the Effective Date are hereby ratified.

B. CONTRACTOR represents that it unconditionally assumes all of the rights duties and obligations of Office Depot Inc., as it relates to this CONTRACT effective as of May 1, 2022.

3. Term
. The term of the CONTRACT shall be extended from October 14, 2023 to October 13, 2027.

4. Compensation and Payment. The compensation to be paid by CITY to CONTRACTOR for the services provided hereby shall be as follows: In no event shall the total amount paid for this First Amendment to the CONTRACT exceed $175,000, for a total CONTRACT not to exceed amount of $ 350,000, unless otherwise agreed to by the Parties in writing. The CONTRACTOR shall keep a tally of the cost for the work ordered by CITY.

The CONTRACTOR shall not accept work orders from the CITY if the cost for the work will exceed the amount indicated above unless otherwise agreed to by the Parties in writing.

5. Mailing Address
. The mailing address of each Party to this
CONTRACT AMENDMENT is as follows:

CITY Administrative Services Department
2929 Tapo Canyon Road
Simi Valley, CA 93063
Attn: Administrative Services Director

CONTRACTOR ODP Business Solutions, LLC
6600 Military Trail
Boca Raton, FL 33496
Attn: Office of the General Counsel

6. Except as herein amended, all other terms and conditions of the CONTRACT shall remain in full force and effect.

5 3

IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed the day and year first above written.

Attest: City of Simi Valley / Ventura County
Waterworks District No. 8, A Municipal
Corporation

By:

Lucy Blanco, City Clerk Fred D. Thomas, Mayor of the City of Simi Valley, California

Approved as to Form: ODP BUSINESS SOLUTIONS, LLC

By:

Sonia A. Hehir, Sr. Assistant City Attorney/
District Counsel Print Name:

Approved as to Content: Title:

By:

Brian Paul Gabler, City Manager
Print Name:

Title:

Johanna Medrano,
Deputy Administrative Services Director/
Budget & Purchasing

Carolyn Johnson,
Administrative Services Director
6 DATE:

TO:

FROM:

SUBJECT:

CITY OF SIMI VALLEY • MEMORANDUM
October 17, 2019
Brian P. Gabler, Interim City Manager L
Joseph D. Toney, Administrative Services Direct{) l

AWARD OF CONTRACT FOR THE PURCHASE OF OFFICE SUPPLIES FROM OFFICE DEPOT, INC.

RECOMMENDATION
It is recommended that the Interim City Manager Award the attached wrapper agreement for cooperative contracts with Office Depot, Inc.

BACKGROUND AND OVERVIEW
The City is currently purchasing office supplies from Office Depot through the National Intergovernmental Purchasing Alliance (NIPA)/City of Tamarac contract which will expire on October 18, 2019. Staff has reviewed various options available to the City and concluded that the use of a cooperative purchasing agreement would offer the City better pricing than we would be able to obtain through the use of a traditional request for proposal process due to volume pricing and discounts available on some cooperative agreements. Staff evaluated several cooperative purchasing programs thru Office Depot and Staples, and concluded that the proposed City of Tamarac contract is the most favorable to the City in terms of pricing. This contract was recently awarded as the result of a new competitive bid process.

FINDINGS AND ALTERNATIVES
The City of T amarac, Florida issued RFP 19-12R in March 2019 and Partnered with Omnia Partners to establish a new national cooperative contract for Office Supplies. The resulting contract authorizes public agencies nationally, including state and local governmental entities to use the Contract for office supply purchases. Pricing under the City of Tamarac contract is extremely competitive. In addition, it is anticipated that transitioning to the new contract will be transparent to department users and will require minimal staff time to set up because existing on­ line ordering, billing, payment, and administrative processes will remain unchanged because the Contract is with Off ice Depot.

The term of the City of Tamarac contract is for four years effective October 14, 2019 thru October 13, 2023. Based on past usage, it is anticipated that total purchases will not exceed $175,000 over the contract term. Adequate funding exists within each of the respective departmental office supply budgets to accommodate actual purchases made under the Contract. Under the City's Purchasing Ordinance, the City Manager is authorized to approve cooperative purchasing ag·reements up to $175,000.

The attached wrapper agreement with Office Depot has been reviewed and approved by the City Attorney's Office.

ATTACHMENT A
7 Brian Gabler/City of Tamarac Cooperative Purchasing Contract October 17, 20 19

The following alternatives are available to the City Manager:

1. Award the attached wrapper agreement for cooperative contracts with Office Depot, Inc.

2. Provide staff with further direction.

Staff recommends alternative 1.

Not Approved
Date
Prepared by: Jerry Johnson, Senior Management Analyst
Attachment: Wrapper Agreement
8 PIGGYBACK CONTRACT BETWEEN THE CITY OF SIMI
VALLEY AND OFFICE DEPOT, INC., FOR THE

PURCHASE OF OFFICE SUPPLIES
THIS CONTRACT is made and entered into in the City of Simi Valley on October 18, 2019 (the "Effective Date"), by and between the CITY OF SIMI VALLEY, a municipal corporation, hereinafter referred to as CITY, and OFFICE DEPOT, INC., a corporation, hereinafter referred to as CONTRACTOR, each a "Party," and collectively, "Parties".

RECITALS
WHEREAS, the CITY wishes to purchase office supplies and WHEREAS, CONTRACTOR has a valid contract with another
governmental agency (City of Tamarac, Florida hereinafter referred to as the Omnia Partners/City of Tamarac Cooperative Purchasing Contract # 19-12R) under which CONTRACTOR provides office supplies (the "Cooperative Contract").

NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the Parties hereto agree as follows:

AGREEMENT

1. Term. The term of this CONTRACT shall be from October 18, 2019 thru October 13, 2023. Either party may terminate this CONTRACT at any time for convenience upon providing thirty (30) days prior written notice to the other party.

2. Description of Supplies, Equipment, Materials, or Services.

This CONTRACT is for the purchase of office supplies. CONTRACTOR agrees to supply the item(s) more specifically set forth in the Cooperative Contract attached hereto and incorporated herein as Exhibit "A", as may be amended from time to time upon mutual agreement of the parties to that Cooperative Contract. Additional contract documents referenced in Exhibit "A" are available from Omnia Partners.

3. Compensation and Payment.

A. The CITY shall be obligated to pay CONTRACTOR based
upon the unit and/or lump sum prices as set forth in Exhibit "A" as may be amended from time to time upon mutual agreement of the parties to that Cooperative Contract.

B. Payments to the CONTRACTOR shall be made within 30
days after receipt of an original invoice from the CONTRACTOR.

C. In no event shall the total amount paid for this CONTRACT exceed $175,000.00 (the "Not-To-Exceed Limit") unless otherwise agreed to by the Parties in writing.
2019 Office Depot Contract
9 4. CONTRACTOR Representations and Obligations.

A. CONTRACTOR shall perform as required by this
CONTRACT. CONTRACTOR also warrants on behalf of itself and all subcontractors engaged for the performance of this CONTRACT that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder.

B. CONTRACTOR shall obey all Federal, State, local, and special district laws, ordinances, and regulations.

C. CONTRACTOR shall indemnify, defend, and hold CITY
harmless from any claim that prevailing wages should have been paid pursuant to this CONTRACT, including federal prevailing wage requirements under the Davis-Bacon Act, if applicable and shall be liable for the payment of same and any penalties thereon.

D. CONTRACTOR shall abide by the CITY'S Business Tax
Ordinance, of which proof of payment must be obtained prior to performance of this CONTRACT. CONTRACTOR shall maintain a valid Business Tax Certificate for the term of the CONTRACT.

5. Audit.

A. At any time during normal business hours and not more often than once every twelve (12) months, at a mutually agreed upon time and place, CONTRACTOR shall make available to CITY for inspection its non-proprietary, non­ confidential records pertaining to this CONTRACT. CONTRACTOR shall permit CITY to audit, examine and/or reproduce such records. If a third-party auditor is used by CITY, such auditor must be approved by CONTRACTOR, which approval shall not be unreasonably withheld. Additionally, the auditor must execute a non-disclosure and confidentiality agreement with CONTRACTOR, the form of which will be provided by CONTRACTOR. Should any audit reveal overcharge or undercharge, CONTRACTOR will refund to CITY the amount of the overcharge, or CITY will refund to CONTRACTOR the amount of any undercharge. CONTRACTOR shall have the opportunity to dispute the results of any audit. Audits conducted by CITY, including audits conducted by a third party on behalf of CITY, will be done at the expense of CITY. CONTRACTOR will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least one (1) year after termination or final payment under this CONTRACT. This paragraph shall survive for one (1) year after termination of this CONTRACT.

B. CITY shall have the option of inspecting and/or auditing all non-proprietary, non-confidential records and other written materials used by CONTRACTOR in preparing its statements to CITY as a condition precedent to any payment to CONTRACTOR.

6. Hold Harmless and Indemnification: Insurance. CONTRACTOR shall defend, indemnify, and hold harmless CITY, its agents, officials, officers, representatives, and employees, from and against all third-party claims, lawsuits, liabilities or damages of whatever nature arising out of or in connection with, or relating in any manner to any negligent act or omission of CONTRACTOR, its agents, 2019 Office Depot Contract
10 employees, and subcontractors, and employees thereof, pursuant to the performance or non-performance of this CONTRACT. The CONTRACTOR shall thoroughly investigate any and all claims and indemnify the CITY, its agents, officials, officers, representatives, and employees as to any such third-party claims, lawsuits, liabilities, expenses, or damages arising out of this CONTRACT excluding those caused by the CITY's negligent, willful, or reckless act or omission. This paragraph shall survive the termination of this CONTRACT.

7. Insurance. CONTRACTOR shall, at CONTRACTOR'S sole cost and expense, provide insurance as contained in Exhibit "B", incorporated herein.

CONTRACTOR shall not commence work on the Services to be performed, until it submits proof of all insurance coverage as required.

8. Amendments. Any amendment, modification, or variation from the terms of this CONTRACT shall be in writing and shall be effective only upon mutual written approval by the City Manager and CONTRACTOR.

9. Anti-Discrimination. In the performance of the terms of this CONTRACT, CONTRACTOR shall not engage in, nor permit subcontractors to engage in, discrimination in employment of persons because of the age, race, color, religious creed, sex, sexual orientation, national origin, ancestry, physical disability, mental disability, medical condition, or marital status of such persons. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section 1735.

10. Termination. If, during the term of this CONTRACT, CITY determines that CONTRACTOR is not faithfully abiding by any term or condition contained herein, CITY may notify CONTRACTOR in writing of such defect or failure to perform. The notice must give to the CONTRACTOR a thirty (30) day period of time thereafter in which to perform the work or cure the deficiency. If CONTRACTOR has not performed the work or cured said deficiency within the thirty (30) days specified in the notice, such failure shall constitute a breach of this CONTRACT, and CITY may terminate this CONTRACT immediately by written notice to CONTRACTOR. Thereafter, neither Party shall have any further duties, obligations, responsibilities, or rights under this CONTRACT except, however, any and all obligations of CONTRACTOR'S surety shall remain. in full force and effect and shall not be extinguished, reduced, or in any manner waived by the termination hereof. In such event, CONTRACTOR shall be entitled to the reasonable value of its services pursuant to the applicable price or rate schedules in this CONTRACT (but in any event not to exceed the Not-To-Exceed Limit) performed from the beginning of the period in which the breach occurs up to the day it received CITY'S Notice of Termination. In no event, however, shall CONTRACTOR be entitled to receive in excess of the Not-To-Exceed Limit.

11. Complete CONTRACT: Order of Precedence. This CONTRACT and its accompanying exhibits shall constitute the complete CONTRACT between the Parties hereto. No verbal agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such verbal agreement, understanding, or representation be binding upon the Parties hereto. In interpreting this CONTRACT, this CONTRACT shall take precedence over the Cooperative Contract.
2019 Office Depot Contract
11 12. Time of Performance. Time is of the essence in this CONTRACT.

13. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the Parties hereto; provided, however, that no Party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without the prior written consent of the other Party, and any such assignment without said consent shall be void.

Notwithstanding anything herein to the contrary, CONTRACTOR may use such subcontractors involved in the day-to-day operations of CONTRACTOR without CITY's consent.

14. Authority to Execute Contract. Both CITY and CONTRACTOR do covenant that each individual executing this CONTRACT on behalf of each Party is a person duly authorized and empowered to execute contracts for such Party.

15. Jurisdiction and Venue. Jurisdiction is in an appropriate court in the State of California and venue lies in Ventura County, and the Parties do not consent to arbitration. In the event of any dispute, each Party shall bear its own fees and costs (including attorneys' fees). This CONTRACT shall be governed by California law, without regard to conflict of law principles.

16. Non-Appropriation of Funds. Payments due and payable to CONTRACTOR for current goods and/or services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY. In the event CITY has not appropriated sufficient funds for payment of goods and/or services beyond the current fiscal year, this CONTRACT shall cover only those costs incurred up to the conclusion of the current fiscal year.

17. Taxpayer Identification Number. CONTRACTOR shall provide CITY with a complete Request for Taxpayer Identification Number and Certification, form W-9 (latest revision), as issued by the Internal Revenue Service.

18. Permits and Licenses. CONTRACTOR, at its sole cost and expense, shall obtain and maintain during the term of this CONTRACT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of this CONTRACT.

19. Waivers. The waiver by one Party of any term or condition of this CONTRACT, or any breach thereof, shall not be construed to be a general waiver by said Party or as a waiver of any other term or breach.
2019 Office Depot Contract
12 Execution Copy

20. Notices. All written notices required by, or related to this CONTRACT shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither Party to this CONTRACT shall refuse to accept such mail; the Parties to this CONTRACT shall promptly inform the other Party of any change of address. All notices required by this CONTRACT are effective on the day of receipt, unless otherwise indicated herein. The mailing address of each Party to this CONTRACT is as follows:

CITY

CONTRACTOR
Department of Administrative Services
City of Simi Valley
2929 Tapo Canyon Road
Simi Valley, CA 93063
Attn: Director of Administrative Services
Office Depot, Inc.
6600 Military Trail
Boca Raton, FL 33496
Attn: Office of the General Counsel
IN WITNESS WHEREOF, th.e Parties hereto have caused this instrument to be executed as of the Effective Date.

By:-6,,-=-=:.-�-___:...___,�.;._-----
Brian Paul Gabler, I erim City Manager
of the City of Simi Valley, California
Approved as to Form: Office Depot, Inc.
\-4\�
Lonnie J. Eldridge, City Attorney
Print Name: Chris Edler
Approved as to Content:
�YLY!l{f
Deputy Administrative Services Director
(S port Services)
2019 Office Depot Contract
13 EXHIBIT "A"

COOPERATIVE CONTRACT

CONTRACT BETWEEN THE CITY OF TAMARAC AND
OFFICE DEPOT, INC., FOR THE PURCHASE OF OFFICE

SUPPLIES
2019 Office Depot Contract
14 City of Tamarac, FL
Contract# 19-12R
for
Office Supplies, Products and Related Services
with
Offi�e Depot, Inc.

Effective: October 14, 2019

EXHIBIT A
15 The following documents comprise the executed contract between the City of Tamarac, FL and Office Depot, Inc., effective October 14, 2019:

I. Resolution No. R-2019-76
II. Vendor Agreement Contract and Signature Form
Ill. Supplier's Response to the RFP, incorporated by reference

16 I
I
I

CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2019- 7G
Temp Reso :#13307

A RESOLUTION OF THE CITY COMMISSION OF

THE CITY OF TAMARAC, FLORIDA, AWARDING
REQUEST FOR PROPOSAL #19-12R TO OFFICE
DEPOT, INC.; AND AUTHORIZING THE

APPROPRIATE OFFICIALS TO APPROVE AND

EXECUTE AN AGREEMENT FOR OFFICE
SUPPLY NEEDS WITH OFFICE DEPOT, INC. ON

BEHALF OF THE SOUTHEAST FLORIDA

GOVERNMENTAL PURCHASING COOPERATIVE

AND THE OMNIA PARTNERS, LLC,

CONSORTIUM UTILIZING PRICING PROVIDED
THROUGH REQUEST FOR PROPOSAL #19-12R
FOR THE PERIOD OF OCTOBER 14, 2019
THROUGH OCTOBER 13, 2023, WITH ONE (1)
FOUR (4) YEAR RENEWAL OPTION; APPROVING.

THE EARLY TERMINATION FOR CONVENIENC� ·

OF THE AGREEMENT WITH OFFICE DEPOT
DATED OCTOBER 18, 2016 FOR THE PERIOD·
FROM OCTOBER 14, 2019 THROUGH OCTOBER
17, 2019; AUTHORIZING THE. CITY MANAGER

OR DESIGNEE TO APPROVE AND ACCEPT

RENEWAL OPTIONS AND ANY REQUIRED

AGREEMENTS WITH OMNIA PARTNERS, LLC

RELATING TO ADMINISTRATION OF THE
OFFICE SUPPLY AGREEMENT; PROVIDING FOR
CONFLICTS; .PROVIDING FOR SEVERABILITY;
AND PROVIDING FOR AN EFFECTIVE DATE.

WHEREAS, the City of Tamarac has need to purchase office supplies to support all City operations; and
WHEREAS, the utilization of a term contract agreement provides for volume savings through quantity discounts; and
17 ('
t.:

I'
Temp Reso #13307

WHEREAS, the City of Tamarac served as the ulead agency" for the Southeast Florida Governmental Purchasing Cooperative and for the Omnia Partners, LLC, consortium for the purchase of office supply needs; and WHEREAS, thirty-one (31) governmental agencies within the Southeast Florida Governmental Purchasing Cooperative and all members of the Omnia Part1e�, 41..C Consortium across the United States are eligible to utilize this ag;e�m I nt�br the purchase of approximately $49 million in annual office supplies I i
, I
estlm�t d tp; be purchased on a national basis; and
,•
.'. I 1HEREAS, the City of Tamarac fonnally advertised and issued Reques t for Prbpo1;aa# 19-12R in order to obtain pricing and service capability infonnation ' . l fqr \le d�ts (n the office supply marketplace, a copy of which is on file with the , '
r , '.l
City 11erl<; a�d
I Wl-jE�EAS two (2) firms responded to the RFP as follows:

Office Depot, Inc., Boca Raton, Florida
The Office Cart, LLC, Fort Lauderdale, Florida; and
WHEREAS, an evaluation team facilitated and chaired by the City of Tamarac Purchasing and Contracts Manager, and including procurement professionals from the City of Coral Springs, Florida, the City of Margate, Florida, the City of Sunrise, Florida, and the Financial Services Purchasing and Contracts Division Procurement Coordinator, as well as a non-voting member from Omnia Partners, LLC who solely served in an advisory role, evaluated and ranked all responses to the proposal; and
I
I
I
18 I
I
I
Temp Reso # 13307

WHEREAS, the proposal offering submitted by Office Depot, Inc. was ranked by the Evaluation Committee as the most advantageous, best value overall response to the solicitation in terms of service capabilities and pricing, a copy of the proposal evaluation scores are included herein as Exhibit "1 "; and WHEREAS, Office Depot. Inc. has successfully supplied the needs of the Southeast Florida Governmental Purchasing Cooperative and the Omnia Partners, '=-LC Consortium in the past; and
WHEREAS,. the proposal provides for one (1) four (4) year renewal option based on satisfactory performance under the Agreement; and · · WHERl;AS, sufficient funds are available from all Departments' Operating funds;· and ' ..
: WH�REAS,. the City Commission of the City of Tamarac finds it to be in the t:ie.�t in,etest of�the City of Tamarac to award RFP #19-12R to Office Depot, Inc .. �nd to authorize the appropriate City Officials to execute an Agreement with - . . \. - . ..

Office Depot, Irie. for the purchase of Office Supplies by the City and members of the So�theast Florida Governmental Purchasing Cooperative and the Omnia Partoers;. LLC consortJl,lm using pricing provided by Office Depot, Inc.

NOW,. THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE GITYbF)"AMARAC, FLORIDA THAT:

SECTION 1: The foregoing 'WHEREAS" clauses are HEREBY ratified and confirmed as being true and correct and are hereby made a specific part of 19 Temp Reso #13307
Page4
this Resolution upon adoption hereof and all exhibits referenced and attached hereto are incorporated herein and made a specific part of this resolution.

SECTION 2: The City Commission hereby awards Request for Proposal #19-12R to Office Depot, Inc., and authorizes the appropriate City Officials to execute an Agreement with Office Depot; Inc; for the purchase of Office Supplies using pricing provided by Office Depot, Inc., a CQPY of said Agreement is includec;.I herein .as Exhibit "2", for the City and the members of the Southeast Florida Governmental Purcha�ing Cooperative, and the national members of the- Omnia ·- .., I • Partners, LLC consort.ium.

SECTION' 3: The City Manager or .designee furthermore is hereby authorize�' to appro�e and accept renewal options and other contract amendments pursuant to the requirement� of the �·greement, attac�ed hereto. as Exhibit "2" as well ·as· any admini�tr�tiv� Agreements between the· Cjty and Omnia P.artners, LLC which may be requi,red· fo aqminist�r the Offlce Supply �. ' .

Agreement witt;l Office Depot, Inc.

SECTION 4: The Cjty Cor:nmission authorizes the ·early termination for converijence· of the' current A.greement; in. fo.rce: between the City and Office Depot, l�c., which was effective ·on October 18, 2016 for the period front October 14; :2019 through October 17, 2019, to provide for a �ore efficient tr�nsition between Agreements.

SECTION 5: All resolutions or parts of resolutions in conflict herewith are HEREBY repealed to the extent of such conflict.

I
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20 I
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Temp Reso #13307
Page5
SECTION 6: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution.

SECTION 7: This Resolution shall become effective immediately upon its passage and adoption.
/i
PASSED, APOPTED AND APPROVED this / (} f,d�y of �
ATTEST!

PATRICIA TEUF L, CMC

CITYCLERK

I HEREBY CERTIFY THAT I HAVE

APPROVED THIS RESOLUTION

AS TO FORM
2019.

MICHLLEJ.G
MAYOR
RECORD OF COMMISSION VOTE:

MAYOR GOMEZ �4 DIST 1: COMM. BOLTON
I
DIST 2: COMM. GELIN
DIST 3: COMM. FISHMAN -'�'
DIST 4: V/M PLACKO �·
21 May 30, 2019
No Conflict of Interest
Adhered to the Instructions
Cost(Price
Procurement Coordinator, City of Tamarac
TR 13307 - Exhibit 1

OFFICE SUPPLIES
Committee Evaluation Totals
�.

RFP 19-12R
Core: $44,644, 182.3B Total: $72,506,965;61
Items not complete. Did not provide category Disco�nts
2 2
2 22
Cit o/Tamarac
lAMARAC
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The City For Your Life

AGREEMENT

BETWEEN THE CITY OF TAMARAC
AND
OFFICE DEPOT, INC.

Exhibit 2
THIS AGREEMENT Is made and entered Into this 14th day of October, 2019 by and between the City of Tamarac, a municipal corporation with princlpal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "CITY") and Office Depot, Inc. a Delaware corporation duly register ed as a Florida Foreign Corporation, with principal offices located at 6600 North Military Trail, Boca Raton, Florida 33496-2434 (the "Contractor") to provide Office Supp lies for CITY and other participating agencies in the Southeast Florida Governmental Purchasing Cooperative and nationwide through OMNIA Partners, Public Sector ("Omnia Partners").

Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Contractor agree as follows:

1. The Contract Documents
The contract documents consist of this Agreement, Request for Proposal Document No.19-12R for Office Supplies, Products and Related Services issued March 5, 2019, includlng all conditions therein, (General Terms and Conditions, Special Conditions and/or Special Provisions), Technical Specifications, all addenda, the Contractor's bid/proposal dated May 9, 2019 Incorporated herein as If attached hereto, and all modifications issued after execution of this Agreement. These contract documents form the Agreement, and all are as fully a part of tile Agreement as If attached to this Agreement or repeated therein. Furthermore, In the event of a conflict between this document and any other contract documents, this Agreement shall prevail.

2. The Work

2.1. The Contractor shall perform all work for the City required by the contract documents as set forth below:

2.1.1 Contractor shall furnish all labor, materials, and equipment necessary to provide just-in-time desktop delivery of office supplies to lhe City of Tamarac and participating members of the Southeast Florida Governmental Purchasing Cooperative and to agencies participating in this Agreement through Omnia Partners.

2.1.2 Contractor shall comply with any and all Federal, State, and local laws and regulations now In effect, or hereinafter enacted during the term of this Agreement, wl1Jch are applicable to the Contractor, Its employees, agents or subcontractors, if any, with respect to the work and services described herein.
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he City For Yoµr Ufa City of Tomr,ira_, ___________ ------ P11r,hasl11n and Contracts Division

2.2 The Contractor and the City shall extend this Agreement to other public sector entities ("entities") within the State of Florida, Including but not limited to agencies, school districts, universities, community colleges, counties, cities, towns, villages and special districts. Pur chases may be made under the terms and conditions of this Agreement by governmental and educational entities located outside the State of Florida.

2.3 The City (also referred to as "Principal Procurement Agency" In. material provided by Omnia Partners) and Contractor are partnering with Omnia Partners to offer the Agreement (also referred to as the "Master Agreement" in material distributed by Omnia Partners) on a national basis to public agencies who register with Omnia Partners (''Participating Agencies").

Participating Agencies that choose to access the Agreement via their participation with Omnia Partners do not need to register with the Southeast Florida Governmental Purchasing Cooperative and vice versa.

2.4 Third-Party Audits: The Contractor shall obtain a third-party firm (to be approved by the City) at no additional cost to the City to conduct external price audits for the Agreement. The third-party firm wlll perform a quarterly audit with a minimum of 500 items to confirm the accuracy of the discount from list price and final sell price. Specifically, the third-party firm wlll verify that prices offered to the City under the Agreement which are displayed on the Contractor's website are less than or equal to the discounts offered in the Agreement. The third-party firm shall submit a quarterly report to the City confirming the "Price Accuracy Rate" within 15 days after the close of each quarter. The "Price Accuracy Rate" shall be calculated using the following formula: Price Accuracy Rate = the number of audited items each quarter where the net price is less than or equal to the Agreement price, divided by the number of audited items (Example: 490 items priced at or below the approved Agreement price/500 items audited = 98.0% pricing accuracy). The Contractor shall maintain a Price Accuracy Rate of 98% or greater.

At a minimum, the quarterly report will identify items not in compliance with the Agreement terms, provide the date of the audit and screenshots of the items on the Contractor's website that were not in compliance with the Agreement terms. Tier 1 Provider Option (Small, Minority- Women­ Owned and Service Disabled Veteran Suppllers)

2.4.1 Contractor partners with certain small businesses and minority� or women•owned supplies and services disabled veteran suppliers ("Tier One Providers") to assist Participating Agencies in meeting diversity goals. Tier One Providers perform services and resell products from Contractor to Participating Agencies. Participating Agencies may request Contractor to provide products and services available under the Agreement through Tier One Providers.

Contractor will report all applicable invoiced sales to Omnia Partners in accordance with the Agreement.
24 Cit}' of Tamarac

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The City For Your Life
Purchasing and Contracts Division
------------- --�-=--c-::---c-:------c--------� 2.4.2 Pricing offered to Tier One Providers will be the pricing offered under

3. Insurance
the Agreement marked�up by the percentage of compensation negotiated by Contractor and Tier One Provider, and mutually agreed to by the Participating Agency.

3.1. Contractor shall obtain at Contractor's expense all necessary insurance in such form and amount as specified in section 3.4 herein of this Agreement or as required by the City's Risk and Safety Manager before beginning work under this Agreement including, but not limited to, Workers' Compensation, Commercial General Liability, and all other Insurance as required by the City, Including Professional Liability when appropriate. Contractor shall maintain such Insurance In full force and effect during the life of this Agreement. Contractor shall provide to the City's Risk and Safety Manager certificates of al l insurances required under this section prior to beginning any work under this Agreement. The Contractor will ensure that all subcontractors .comply with the above guidelines and wlll retain all necessary Insurance in force throughout the term of this agreement.

3.2. Contractor shall indemnify and hold the City harmless for any damages resulting from failure of the Contractor to take out and maintain such Insurance. Contractor's General Liability Insurance policies shall be endorsed to add the City as an additional insured. Contractor shall be responsible for payment of all deductibles and self-insurance retentions on Contractor's Liability Insurance policies.

3.3. Contractor agrees to, In the performance of work and services under this Agreement, comply with all federal, state, and local laws and regulations now In effect, or hereinafter enacted during the term of this agreement that are applicable to Contractor, Its employees, agents, or subcontractors, If any, with respect to the work and services described herein.

3.4 Contractor shall obtain at Contractor's expense all necessary insurance In such form and amount as required by the City's Risk & Safety Officer before beginning work under this Agreement. Contractor shall maintain such insurance In full force and effect during the life or this Agreement. Contractor shall provide to the City's R isk & Safety Officer certificates of all insurance required under this section prior to beginning any work under this Agreement.

Contractor shall Indemnify and save the City harmless from any datnage resulting to it for failure of either Contractor or any subcontractor to obtain or maintain such Insurance.

The following are required types and minimum limits of insurance coverage, which the Contractor agrees to maintain during the term of this contract:
25 TAMARAC
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City of Tamarac
The City For Your Life
Purchasing and Contracts DMsron
Insurance Requirements
Line of Business / Coveraae Occurrence Aggregate
Commercial General Uabilitt Including:

Premises/ Operations
Contractual Liability
Personal lniurv
Explosion, Collapse, Underqround Hazard $1,000,000.00 $2,000,000.00 Products/ Completed Operations
Broad Form Property Damage
Cross Llablllty and Severablllty of Interest
Clause
Commercial Automobile Liability $1,000,000.00 $1,000,000.00 Workers' Compensation & Employer's Statutory
Professional Liability (Errors and Omissions) $1,000,000.00 $2,000,000.00 The Bidder must provider the City with evidence of Professional Llablllty Insurance with at a minimum of One Mlllion dollars ($1,000,000.00) per occurrence and in the aaareoate "Claims�Made" forms are acceptable for Professional Llabllitv.

Excess liabllity Is not required but will accept it if the General Liability cannot cover the $2M/$3M
The City reserves the right to require higher limits depending upon the scope of work under this Agreement.

Neither Contractor or any subcontractor shall commence work under this contract until they have obtained all Insurance required under this section and have supplled the City with evidence of such coverage in the form of an insurance certificate and endorsement. The Contractor will ensure that all subcontractors will comply with the above guidelines and will maintain the necessary coverage throughout the term of this Agreement. Contr actor will be responsible to provide proof of insurance and certificates of insurance to participating agencies,
All insurance carriers shall be rated at least A-VII per A.M. Best's Key Rating Guide and be licensed to do business In Florida. Policies shall be "Occurrence" form. Each carrier will give the City sixty (60) days notice prior to cancellation.

The Contractor's liability insurance policies shall be endorsed to add the City of Tamarac (or participating agencies utilizing this Agreement} as an "additional Insured. The Contractor shall be responsible for the payment of all deductibles and self-insured retentions.

If the Contractor Is to provide professional services. The City reserves the right to request the successful Contractor to provide the City with evidence of Professional Liability Insurance with, at a minimum, a limit of $1,000,000 per occurrence and in the aggregate. 26 ciry of Tomorac

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The City For Your Lile
Purchasing and Contracts Division
"Claims-Made" forms are acceptable for Professional Liability insurance in the event that the successful Contractor provides professional services as agreed upon with City.

4. Contract Term and Renewal
This Agreement shall be effective October 14, 2019 for a period of four (4) years until October 13, 2023. City and Contractor reserve the right to exercise one (1) additional four (4) year agreement, upon the written agreement by both Contractor and City, subject to satisfactory performance by Contractor. In the event that an Agreement Is not in place as of the termination date of this Agreement, the Agreement shall remain in effect on a month-to-month basis until terminated, but not for longer than six (6) months following the October 13th termination date.

5. Contract Sum, Pricing, Payments, Discounts, Deliveries and Warranties

5.1 Contract Sum: The Contract Sum for the above work is based on the core, market basket and discounted catalog pricing provided by Contractor as part of its response to Request for Proposal #19-12R dated May 9, 2019. Contract shall be for the actual amount ordered by all qualified user agencies including the City of Tamarac, members of the Southeast Florida Governrnental Purchasing Co operative, and to participating agencies with Omnia Partners.

5.2 Pricing Escalation/De-escalation

5.2.1 Contractor shall submit requests for escalation or de-escalation within a reasonable time period prior to the desired effective date of the change. The changes shall be based on changes to the list unit pricing for each item, and the percentage discounts for each category/item shall remain unchanged throughout the term of the Agreement.

5.2.2 The City recognizes 111at at ce,tain times during the term of this Agreement, pricing in some industries may become volatile due to various changes not limited to changes in economic conditions such as product shortages, raw material shortages, labor stoppages, tariffs, government regulation, foreign Interference or other changes which create volatile market pricing. The successful Contractor shall be respohsible to provide adequate no tice lo the City of such situations. It is desired that such pricing remain fixed ancl firm through the remaining three (3) month period In place at the time, with adjustments to be made at the beginning of the next three (3) month period; however, in the event of extreme changes in market conditions, the Contractor shall advise the City as soon as feasibly possible regarding the circumstances surrounding such extreme market condition changes.
27 City of Tamarac

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The City For Your Life
Pllr(.hoslng C!_rld Con rracts Division

5.2.3 The Contractor may offer promotional discounts for specific items or categories of items. The Contractor may p rovide the City with temporary promotional discounts to pricing during the term of the Agreement. The promotional discounts may be provided based on the actual effective dates of such promotions and shall not penalize the Contractor when pricing is audited.

5.3 Deliveries: Deliveries shall be FOB destination with all costs and charges included in the contract price. The pricing shall include desktop delivery and dock and/or mailroom delivery as specified by the individual participating agency; however additional freight charges may be applied for items exceeding 70 lbs. in weight, and/or 110" in length/width, furniture, bulk items, cases of bottled water and other beverages, orders delivered to Hawaii, Alaska and Puerto Rico, special or customized orders and/or rush deliveries.

5.4 Minimum Order I Minimum Order Fee: Contractor is permitted to impose a minimum order fee of $5.95 for orders valued at $25.00 or less. The $25.00 minimum order will remain in place for the life of this Agreement and any renewals expressly authorized under this Agreement. Beginning on the first anniversary of the effective date of this Agreement, and on each anniversary date thereafter, Contractor reserves the right to escalate the minimum order fee by a maximum of 10% of the current fee then being charged; however, the minimum order fee shall never exceed a cap of $7.95 for the lifetime of the Agreement. Contractor agrees to utilize technology web-based solutions to provide sufficient notifications and I or other controls necessary to alert Participating Entities that a fee will be charged for orders valued at $25.00 or less. Such technology based tools shall provide the capability to allow the Participating Agency to meet the minimum order value in order to avoid the Minimum Order Fee.

5.5 All materials and products supplied by the Contractor in association with this Agreement shall be new, warranted for their merchantability, fit for a particular purpose, free from defects and consistent with industry standards. The products shall be delivered to the City in excellent condition. In the event that any of the products supplied to the City are found to be defective or do not conform to the specifications, the City reserves the right to return the product to the Contractor in accordance with the requirements of the Contractor's Return Authorization Policy.

Contractor's warranties will be limited to Contractor-branded products only, and for all other products, Contractor will pass through to participating agencies, all manufacturer-supplied end-user warranties. The warranty period shall commence upon final acceptance of the product in accordance with Contractor's or manufacturer's end-user warranties as applicable. 28 City of Tamarac

6. Payments

TAMARAC
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The City For Your Life
___________ ...:...P::.:.ur.:.::chc.::::as:.:.:.ln3g.:;.:an.:=...:d Contracts Dfvfslon Invoices are due thirty (30) days from the date of Invoice. 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 l ess, from the due date of the Invoice. City's credit limit shall be established by Contractor, who reserves the right to lower City's credit limit or refuse to ship any orders if at any time: (a) City ls delinquent in making payments to Contractor or Is otherwise In breach of this Agreement; or (b) City's credit standing becomes Impaired or reasonably unsatisfactory to Contractor. When payment is made by purchase order or ACH transaction, payment will be made only after receipt and acceptance of materials/services, and u pon receipt of a properly prepared Invoices as applicable for goods properly delivered. Payments by procurement card shall only be permitted at the time of order entry. The City of Tamarac will pay all office supply Invoices by procurement card. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218.

7. Indemnification
7 .1 The Contractor shall indemnify and hold harmless the City, its elected and appointed officials, employees, and agents from any and all claims, suits, actions, damages, liability, and expenses (including attorneys' fees) In connection with loss of life, bodily or personal Injury, or property damage, including loss of use thereof, directly or Indirectly caused by or resulting from, the operations of the Contractor or its officers, employees, agents, subcontractors, or independent Contractors, excepting only such loss of life, bodily or personal injury, or pr operty damage attributable to the gross negligence or willful misconduct of the City or Its elected or appointed officials and employees. The above provisions shall survive the termination of this Agreement and shall pertain to any occurrence during the term of this Agreement, even though the claim may be made after the termination hereof.

7.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. 7 .3 The Contractor shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (.including appellate attorney's fees) and costs.
7 .4 The City and Contractor recognize that various provisions of this Agreement, including but not limited to this Section, provfde for Indemnification by the Contractor and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such 29 City of Tamarac

TAMARAC
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The City For Your Ufe
t>urchasln and Contracts Division
indemnities, and the providfng of such indemnities ls deemed to be part of the specifications with respect to the services to be provided by Contractor.

Furthermore, the City and Contracto r understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue In full force and effect as to the City's and the Contractor's responsibility to Indemnify. 7 .5 City reserves the right to select its own legal counsel at the City's cost to conduct any defense in any such proceeding.
7 .6 Nothing contained herein ls Intended nor shall be construed to waive City's rights and Immunities under the common law or Florida Statutes 768.28, as amended from time to time.

8. Non-Discrimination & Equal Opportunity Employment
During the performance of the Contract, the Contractor and its subcontractors shall not discriminate against any employee or applicant for employment because of rac e, color, sex including pregnancy, religion, age, national origin, marital status, political. affiliation, famlllal status, sexual orientation, gender Identity and expression, or disability ff qualified. The Contractor will take affirmative action to ensure that employees and those of its subcontractors are treated during employment, without regard to their race, color, sex including pregnancy, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, gender identity or expression, or disability if qualified.

Such actions must Include, but not be limited to, the following: employment, promotion; demotion or transfer: recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

The Contractor and its subcontractors shall agree to post In conspicuous places, available to its employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. The Contractor further agrees that he/she wlll ensure that all subcontractors, If any, will be made aware of and will comply with this nondiscrimination clause.

9. Independent Contractor
This Agreement does not create an employee/employer relationship between the Parties. It is the Intent of the Parties that the Contractor Is an independent contractor under this Agreement and not the City's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. The Contractor shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Contractor's activities and responsibllltles hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Contractor, which policies of Contractor shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Contractor's funds provided for herein. The Contractor agrees that It is a separate and Independent 30 TAMARAC
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City of Tamarac The City For Your Lite
_______________ P_u_rchas/r1g and Contracts O/vlt/011
enterprise from the City, that it had full opportunity to find other business, that it has made Its own Investment In its business, and that It will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Contractor and the City and the City will not be liable for any obligation incurred by Contractor, Including but not limited to unpaid minimum wages and/or overtime premiums.

10.Asslgnment and Subcontracting
Contractor or City shall not transfer or assign the performance required by this Agreement without the prior consent of the other party. This Agreement, or any portion thereof, shall not be subcontracted by Contractor without the prior written consent of the City; and shall not be subcontracted by City without the prior written consent of the Contractor. For purposes of this Agreement, any change of ownership of the Contractor shall constitute an assignment which requires City approval. However, this Agreement shall run to the benefit of the City and Its successors and assigns. The prohibition on assignment and subcontracting does not apply to subcontractors Involved In Contractor's or City's day-to­ day operations.

11. Notice
Whenever either party desires or Is required under this Agreement to give notice to any other party, it must be given by written notice either delivered in person, sent by U.S. Certified Mail. U.S. Express Mall, air or ground courier services, or by messenger service, as follows:

CITY
City Manager
City of Tamarac
7525 N.W. 88th Avenue
Tamarac, FL 33321
With a copy to City Attorney at the following address:

Goren, Cherof, Doody & Ezrol, P .A
3099 East Commercial Blvd., Suite 200
Fort Lauderdale, FL 33308

CONTRACTOR
Office Depot, Inc.
6600 North Military Trail
Boca Raton, FL 33496-2434
Attn: Thomas Riccio, Senior Vice President
[email protected]
31 Cit o Tomorac

12. Termination

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The City For Your Life Purchasing and Contract Division

12.1 Termination for Convenience: The City recognizes that this is a national Agreemeht, and as such will require sufficient notice to participating entitles prior to any contract termination. This Agreement may be terminated by the City or Contractor for convenience, upon a minimum of one-hundred eighty (180) days of written notice by the City to the Contractor or by the Contractor to the City, for such termination In which event the Contractor shall be paid its compensation for services performed to termination date, including services reasonably related to termination.

12.2 Default by Contractor: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Contractor neglect or fall to perform or observe any of the terms, provisions, conditions, or requirements herein contained, If such neglect or failure shall continue for a minimum period of thirty (30) days after receipt by Contractor of written notice of such neglect or failure. In the event that the Contractor abandons this Agreement or causes it to be terminated, Contractor shall Indemnify the City against loss pertaining to this termination.

12.3 Default by City: In addition to all other remedies available to the Contractor, this Agreement shall be subject to cancellation by the Contractor for cause, should the City neglect or fall to perform or observe any of the terms, provisions, conditions, or requirements herein contained, If such neglect or fa!lure shall continue for a minimum period of thirty (30) days after receipt by City of written notice of such neglect or failure.

13.Scrutlnized Companies F.S. 287.135 and 215,473
Contractor must certify that the company Is not participating In a boycott of Israel.

Contractor must also certify that Contractor Is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities In Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has been engaged In business operations In Cuba or Syria. Subject to limited exceptions provided in state law, the City wlll not contract for the provision of goods or services with any scrutinized company referred to above. Contractor must submit the certification that is attached to this contract. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to the Cohtractor of the City's determination concerning the false certification. The Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification Is discovered during the active contract term, the Contractor shall have ninety (90) days following receipt of the notice to respond In writing and demonstrate that the determination of false certification was made In error. If the Contractor does not demonstrate that the City's determination of false certification was made In error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Seotlon 287.135, Florida Statutes, as amended from time to time.
32 .CJ ..... ty of Tamarac

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The City For Your Life Purchasing and Contracts Division

14. Public Records

14.1 The City is a public agency subject to Chapter 119, Florida Statutes.

The Contractor shall comply with Florida's Public Records Law.

Specifically, Contractor shall:

14. 1. 1. Keep and maintain public records required by the City In order to perform the service;

14.1.2. Upon request from the City, provide the public agency with a copy- of the requested records or allow the
records to be Inspected or copied within a reasonable
time at no-cost to the City.

14.1.3. Ensure that public records that are exempt or
confidential and exempt from publlc records disclosure
requirements are not disclosed except as authorized
by law for the duration of the contract term and
following completion of the Agreement and any
renewals thereof if Contractor does not transfer the
records to the City.

14.1.4. Upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of
Contractor, or keep and maintain public records
required by the City to perform the service. If
Contractor transfers all public records to the City upon completion of the Agreement, Contractor shall destroy
any duplicate public records that are exempt or
confidential and exempt from public records disclosure
requirements. If Contractor keeps and maintains
public records upon completion of the Agreement,
Contractor shall meet all applicable requirements for
retaining public records. All records stored
electronically must be provided to the City, upon
request from the City's custodian of public records in a format that is compatible with the information
technology systems of the City.

14.2 During the term of this Agreement and any renewals, Contractor shall maintain all books, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract. Notwithstanding the requirements enumerated in Section 2.4 "Third-Party Audits" contained herein under this Agreement, and subject to Confidentiality agreements between Contractor and third parties, and no more than annually, City, at its expense, may audit Contractor's books and records 33 City of Tamarac

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directly pertaining to this Agreement, to determine whether Contractor extended correct pricing. Any third-party auditor used must be approved by Contractor and must execute a non-disclosure agreement. Contractor may dispute the result of any audit by City and will refund any overcharges to customer (and customer shall be requested to refund any undercharges to Contractor, however, City will not be responsible for the actions of other participating agencies utilizing this Agreement, and Contractor shall not involve City in any enforcement actions against any participating agency). Other conditions may apply.

15. Uncontrollable Forces

15.1 Neither the City nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions.

15.2 Neither party shall, however, be excused from performance If nonperformance is due to forces, which are preventable, removable, or remediable, and which the nonperforming party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The nonperforming party shall, within a reasonable time of being prevented or delayed from performance by an uncontroflable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement.

16. Agreement Subject to Funding
This agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Tamarac In the annual budget for each fiscal year of this Agreement and is subject to termination based on lack of funding.

17. Venue
This Agreement shall be governed by the laws of the State of Florida as now and hereafter In force. The venue for actions arising out of this agreement Is fixed in Broward County, Florida.
34 TAMARAC
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Tho City For Your I.Ire City of Tam_a_ro_, --------------------'P---=u:...:::rch=a=sin=g ...::.:an=d...::.:Co=n=tra=ct:.:...s D::..:_lv=is:..::.:.:..lon --- ··-:-:----�----------------------18. Signatory Authority The Contractor shall provide the City with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter Into this Agreement.

19. Severabllity; Waiver of Provisions
Any provision in this Agreement that Is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceabillty without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other Jurisdiction. The non-enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement.

20. Merger; Amendment
This Agreement constitutes the entire Agreement between the Contractor and the City, and negotiations and oral understandings between the parties are merged herein.

This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and the City.

21. No Construction Against Drafting Party
Each party to this Agreement expressly recognizes that this Agreement results from the negotiation process In which each party was represented by counsel and contributed to the drafting of this Agreement. Given this fact, no legal or other presumptions against the party drafting this Agreement concerning its construction, interpretatlon or otherwise accrue to the benefit of any party to the Agreement, and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or Involving this Agreement.

22. Public Records Custodian:

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE

CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO

THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS
AT:

CITY CLERK
7525 NW 88TH AVENUE
ROOM 101
. TAMARAC, FL 33321
(954) 597-3505
CITYCLERK@T AMARAC.ORG
35 E!Y.. of Tamarac

TAMARAC
�
The City For Your Life
PE,rchtt�.!f!.fl and Conrrocts Dl11Jslon

23. Special Provisions for Florida Schools:

It is anticipated that this Agreement will be utilized by various school districts within the State of Florida. Accordingly, Contractor or any Sub-contractor making deliveries to the facilities of any School District In the State of Florida with children present shall comply with the following requirements:

23.1 Background Screening: Contractor does not share its employees' personal identifiable Information. However, upon receipt of award, Contractor will run background checks as required by any State Department and will provide attestations certifying that the background checks have been run on the · employees who will be performing the work and that such persons have not been convicted of a violent or serious felony.

23.2 Child Neglect: The Contractor and its employees shall be subject to the requirements of §39.201 Florida Statute that requires the reporting of child abuse or child neglect to the State of Florida, Department of Children and Families via the Florida Abuse Hotline 1-800-962-2873 .

23.3 Confidential Student Information: Notwithstanding any provision to the contrary contained in this agreement between the Contractor and the City; Contractor and its officers, employees, agents, representatives, contractors, and sub-contractors shall fully comply with the requirements of Section 1002.22 and Section 1002.221, Florida Statutes, or any other law or regulation, either federal or State of Florida, regarding confidentiality of student information and records. Further, Contractor for itself and its officers, employees, agents, representatives, contractors, or sub­ contractors, shall fully indemnify and hold the City of Tamarac as well as any Florida school district using this Agreement. and Its officers and employees harmless for any violation of this covenant, including but not limited to defending the City and any Florida school district using this Agreement, Its officers and employees against any complaint. administrative or judicial proceeding, payment of any penalty imposed upon the City or Florida school district using this Agreement or payment of any and all costs(s), damages (s), judgment(s), or loss(es) incurred by or imposed upon the City or Florida school district using this Agreement arising out of the breach of this covenant by the vendor, or an officer, employee, agent, representative, contractor, or sub-contractor of the vendor to the extent and only to the extent that the vendor or an officer, employee, agent, representative, contractor, or sub-contractors of the vendor shall either intentionally or negligently violate the provisions of this covenant, or Sections 1002.22 or 1002.221, Florida Statutes. This provision shall survive the termination of or completion of all performance or obligations under this agreement and shall be fully binding upon Contractor until such time as any proceeding brought on account of this covenant is barred by any applicable statute of limitations.
36 City of Tamarac

24. Compliance with Statutes:

TAMARAC
�
The City For Your Life Purchasing and Contracts Division It shall be Contractor's responsibility to be aware of and comply with all statutes, ordinances, rules, orders, regulations and requirements of all local, city, state and federal agencies as applicable; specifically the Jessica Lunsford Act - Chapter 1012, Florida Statutes, which provides for the screening of individuals who are vendors or contractors with a Florida public school or district.

Remainder of Page Intentionally Blank
37 City of Tamarac Purchasln,1 and Contracts Division
IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONTRACTOR, signing by and through Its duly authorized to execute same.
tricia A. Teufel, CMC
Clty Clerk
Date
ATTEST:

Signature of Corporate Secretary
Type/Print N1;1me of Goij>orat&-Secy.
�I�� • -=
(CORPORATE SEAL)

CITY OF TAMARAC
�tuJGoi Mic�ee J. Gomez, Mayor V
1-10-11
Date
Ap
roved as to form and legal sufficiency:

Date
Office Depot, Inc.

Company Name
�--� : � --··:> Signature of Senior Vice President/Owner Thoma• Riccio
Type/Print Name of
President/Owner
Date 1ujje.Z4, 2o \9
Senior Vice
38 City of Tamarac

TAMARAC
�
The City For Your Ute
Purchasing and Contracts Division

CORPORATE ACKNOWLEDGEMENT
STATE OF Qo(,d.%,
COUNTY oF?o.\ro �encb
:SS
I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and In the County aforesaid to take acknowledgments, personally appeared � 2'., <-< \Q , of :k,.o., Rc;}:t()n B . 1
a Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same.
,a/s,� _.,:- . WITNESS my hand and official seal this. day of s:\ \JO :f ,20�.

Slgna� Public
State of Florida at Large
Gern ��nv,d., c_
Print, Type or Stamp
Name of Notary Public
-er-Personally known to me or
D Produced Identification
Type of I.D. Produced
D DID take an oath, or
...la- DID NOT take an oath.
39 RFP 19-12R for Office Supplies, Products and Related Services - Non-Core/Category Discounts Offering (if applicable) Offerer Company Name: OFFICE DEPOT
Instructions: Offerors should submit their Non-Core/Category Discounts in the following format. jOfferor Category !Discount%
Breakroom & Cleaning Supplies I 45%
Folders, Binders & Writing I 69%
IT Peripherals 33%
Office Consumables I 62%
Office Equipment 35%
Paper - Other 61%
paper - White Recycled & Virgin 75%
Toner- OEM I 43%
Toner - Reman 60%
Furniture 40%
I School 45%
labeling, Mailing & Accessories I 55%
!Pallet Paper ! 78%
I
I
40 EXHIBIT"B"

INSURANCE REQUIREMENTS

CONTRACT BETWEEN THE CITY OF SIMI VALLEY AND
OFFICE DEPOT, INC., FOR THE PURCHASE OF OFFICE

SUPPLIES
Insurance - The Contractor shall meet the following provisions (Sections 1 through 7) relating to insurance coverages.

1. General Conditions - Without limiting the Contractor's indemnification of City, Contractor shall provide and maintain at its own expense the insurance listed under Section 7 (Evidence of Coverages) covering its operations, subject to the following conditions:
a) The City, its Boards, Officers, Agents, and Employees shall be included as additional insureds in all liability insurance policies and endorsements thereto except for Workers' Compensation and Professional Errors and Omissions. The City shall be named Loss Payee as its interest may appear in all property insurance.
b) With respect to the interests of the City, the Contractor's shall endeavor to provide thirty (30) days-notice of cancellation or changes in coverage to the City of Simi Valley, Department of Administrative Services, 2929 Tapo Canyon Road, Simi Valley, California 93063.

2. Workers' Compensation - The Contractor shall procure and maintain, during the life of the contract, workers' compensation insurance or a valid certificate of consent to self-insure for all its employees engaged on or at the site of the project. In case any of the work is sublet, the Contractor shall require all subcontractors to similarly provide workers' compensation insurance for all the latter's employees unless such employees are covered by protection afforded by workers' compensation insurance carried by the Contractor.

Contractor hereby certifies that it is aware of the provisions of Section 3700 et seq., of the Labor Code which require every employer to be insured against liability for Workers' Compensation.
2019 Office Depot Contract
41 3. Aggregate Limits/Blanket Coverage - If any of the required insurance coverages contain aggregate limits or apply to other operations or tenancy of the Contractor outside these specifications, Contractor shall give City prompt, written notice of any incident, occurrence, claim, settlement, or judgement against that insurance which may diminish the protection that such insurance affords the City.

Contractor shall further take immediate steps restoring such aggregate limits or shall provide other insurance protection for such aggregate limits.

4. Failure to Procure or Maintain Insurance - Contractor's failure to procure or maintain required insurance program shall constitute a material breach of contract under which the City may immediately terminate the Contract or, at its discretion, procure or renew such insurance to protect the City's interests and pay any and all premiums in connection therewith, and recover all monies so paid from Contractor, or deduct all monies so paid from payments due Contractor.

5. Underlying Insurance - Contractor shall be responsible for requiring indemnification and insurance from its employees receiving mileage allowance, consultants, agents, and subcontractors, if any, to protect the Contractor's and the City's interests, and for ensuring that such persons comply with any applicable insurance statutes. Contractor is encouraged to seek professional advice in this regard.

6. Evidence of Coverages - Evidence of coverages (as checked below) having as a minimum the limits shown must be submitted and approved prior to commencement of work or any tenancy. Amounts shown are Combined Single Limit (CSL). Split limits may be substituted if the total per occurrence equals or exceeds the CSL amount.

Description
X Workers' Compensation
(x) Employer's Liability
� General Liability (must be written on an Occurrence Form) (x) Premises and Operations
(x) Contractual Liability
(x) Independent Contractors
(x) Products/Completed Operations
(x) Broad Form Property Damage
(x) Personal Injury
(x) Broad Form Liability Endorsement
Statutory
$500,000
$1,000,000
� Automobile Liability (must be written on an Occurrence Form) $1,000,000 (x) Owned Automobiles
(x) Nonowned/Hired Automobiles
2019 Office Depot Contract
42 ATTACHMENT B
43 44
45 March 14, 2022

VIA EMAIL
The City of Tamarac
Purchasing & Contracts Division
7525 NW 88th Ave
Tamarac, FL 33321
Attn: Keith. K. Glatz, NIGP-CPP, CPPO
[email protected]
Re: OMNIA Partners City of Tamarac Contract #19 -12R dated October 14, 2019 , between the City of Tamarac (the “ City”) and Office Depot, LLC (“ Office Depot”) (the “Agreement”) Dear Mr. Glatz:

On May 5, 2021, the Board of Directors of Office Depot announced that The ODP Corporation will separate into two independent, publicly traded companies, each with a unique and highly focused strategy and investment profile. We recently announce d a delay in the separation as our Board of Directors evaluates a potential sale of the company’s consumer business – Office Depot and OfficeMax retail stores and OfficeDepot.com. Regardless of whether the transaction results in a sale or a separation, we are moving forward with the realignment of the Business Solutions Division as an independent company under the ODP Umbrella, and the rebranding as ODP Business Solutions. With this rebranding, we are focusing our strategy fully on B2B customers like the City, allowing us to get more closely aligned with the City’s business needs and initiatives.

Effective May 1, 2022, Office Depot will assign all of its right, title , and interest under the Agreement to its affiliate, ODP Business Solutions, LLC, a Delaware limited liability company (“ ODP BSD”), and ODP BSD will assume all obligations under the Agreement.

Pursuant to terms of the Agreement, we hereby request the City’s consent to the above-referenced transfer of the Agreement from Office Depot to ODP BSD. Please indicate the City’s consent by having an individual authorized to sign on behalf of the City sign where indicated on the attached Amendment 1 and return a copy to our attention via email.

If you have any questions, please do not hesitate to reach out to me at [email protected] or 570-613-0461.

Sincerely,
________________
Brian Abromovage, Vice President, Business Solutions Division Office Depot, LLC.

DocuSign Envelope ID: 0F5F9580-8970-40FA-BCA9-93BD449E418A 46 DocuSign Envelope ID: 2ECCF3A4-2087-4021-A0BD-F371A837615F

TAMARAC
The City For Your Life
City of Tamarac Purchasing Division
AGREEMENT AMENDMENT #2 TO OMNIA PARTNERS CITY OF TAMARAC CONTRACT #19-12R

BETWEEN THE CITY OF TAMARAC
AND

ODP BUSINESS SOLUTIONS, LLC
The City of Tamarac, a municipal corporation, with principal offices located at 7525 NW 88th Avenue, Tamarac FL 33321 (CITY), and ODP Business Solutions, LLC, a Delaware Limited Liability Company duly registered as a Florida Foreign Limited Liability Corporation, with principal offices located at 6600 North Military Trail, Boca Raton, Florida 33496-2434 ("ODP") agree to amend the original Agreement dated October 14,2019 as amended April 12, 2022 to provide Office Supplies for CITY and other participating agencies in the Southeast Florida Governmental Purchasing Cooperative and nationwide through OMNIA Partners, Public Sector ("Omnia Partners").

1. Pursuant to the terms of Section 4, "Contract Term and Renewal" of the original Agreement dated October 14, 2019, between the City and ODP and in recognition of satisfactory performance under the current term of the Agreement, the CITY hereby exercises its rights to exercise the renewal option of the Agreement for the term October 14, 2023 'through October 13, 2027, and ODP agrees to such renewal. * * *

2. As required by Florida Statute, ODP reaffirms compliance with Section 13 "Scrutinized Companies F.S. 287.135 and 215.473" of the original Agreement:
"13. Scrutinized Companies F.S. 287.135 and 215.473
By execution of this Agreement Amendment, ODP certifies that ODP is not participating in a boycott of Israel. ODP further certifies that ODP is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; or has ODP been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. ODP must submit the certification that is attached to this contract. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to the ODP of the City's determination concerning the false certification.

The ODP shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, the ODP shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If the ODP does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract

ATTACHMENT C
47 DocuSign Envelope ID: 2ECCF3A4-2087-4021-A0BD-F371A837615F

TAMARAC
The City For Your Life
City of Tamarac Purchasi ng Division
and seek civil remedies pursuant to Section 287 .135, Florida Statutes, as amended from time to time."
* * *

3. As required by Florida Statute 448.095 , ODP reaffirms compliance with Section 25 "E-Verify" of the Agreement dated October 14, 2019, as amended April 12, 2022:
"25. E-Verify
As a condition precedent to entering into this Agreement, and in compliance with Section 448.095, Fla. Stat., ODP and its subcontractors shall, register with and use the E-Verify system to verify work authorization status of all employees hired after January 1, 2021. ODP shall require each of its subcontractors to provide ODP with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. ODP shall maintain a copy of the subcontractor's affidavit as part of and pursuant to the records retention requirements of this Agreement. City, ODP, or any subcontractor/subconsultant who has a good faith belief that a person or entity with which it is contracting has knowingly violated Section 448.09(1 ), Fla. Stat. or the provisions of this section shall terminate the contract with the person or entity. City, upon good faith belief that a subcontractor knowingly violated the provisions of this section; but ODP otherwise complied, shall promptly notify ODP and ODP shall immediately terminate the contract with the subcontractor. An agreement or contract terminated under the provisions of this section is not a breach of contract and may not be considered such. Any agreement or contract termination under the provisions of this section may be challenged pursuant to Section 448.095(2)(d), Fla. Stat. ODP acknowledges that upon termination of this Agreement by the City for a violation of this section by ODP, ODP may not be awarded a public contract for at least one (1) year. ODP further acknowledges that ODP is liable for any additional costs incurred by the City as a result of termination of any contract for a violation of this section. ODP or subcontractor shall insert in any subcontracts the clauses set forth in this section; requiring the subcontractors to include these clauses in any lower tier subcontracts. ODP shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this section." * * *
All other provisions of the original agreement remain in effect as written. 48 DocuSign Envelope ID: 2ECCF3A4-2087-4021-A0BD-F371A837615F

TAMARAC
The City For Your Life
City o f Tamarac Purchasing Division
IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its City Manager, and ODP BUSINESS SOLUTIONS, LLC, signing by and through its Vice President, duly authorized to execute same. ,,111111,,,, ,,, A ,,, ,,,0 ~ i M-'J 11, ,,' \ . • . . . . . '9-<7 ',,
,,' ,J,_~ • • • • I. 7A ,.,
.... -!--...." • • '-' ~
:: () : ·. --:. :: . ..,,
- ( EST AB LI SHED ·: ~ :t--=----:-=---- ____.__=-----=-:----=--=-------t------ :: OJ : , 963 : vent Sucuoglu, City Man ger
~ . SEAL -~'-v,,; b/f <o/23
\,'' Date
v-P-A~ting.City Clerk
11111
,,,,,111,,111 '
11 ATTEST:
rm and legal sufficiency:
· y Attorney
ATTEST: ODP Business Solutions, LLC
Company Name
(Corporate Secretary)
Corporate Secy.
6/2/2023
(CORPORATE SEAL) Date
49 DocuSign Envelope ID: 2ECCF 3A4-2087-4021 -A0BD-F 371 A837615F

TAMARAC
The City For Your Life
City of Tamarac ----- --·
Purchasing and Contrac ts Division

CORPORATE ACKNOWLEDGEMENT
STATE OF CAl1~6WI~
COUNTY OF ) /~ \\ \-.le?~
:SS
I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State fforesaid ~nd i~ the Cou~ty afore.said to take ackn~wledgmen~s, personally appeared ~ ~l>\ f\ 1 RD'-18ll- , Vice President of ODP Business Solutions, LLC., a Delaware Limited Liability Company duly registered as a Florida Foreign Limited Liability Company, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same.
r:..

WITNESS my hand and official seal this0day of____,.~,.:::._=,--~~~.::= 4 SignaturEH)f Notary Public
State of L--AurD/LtJ 1A • ,
~-~6NASj Q oW-, '-/
Print, type or Stamp
Name of Notary Public
~ ersonally known to me or
D Produced Identification
Type of LO. Produced
D DID take an oath, or
□ DID NOT take an oath.
50 uocu~1gn t:nve1ope IU: Ll=CCt-JA4-LU87-4021-A0BD-F3 71A8 37615F

ODP BUSINESS SOLUTIONS, LLC

ASSISTANT SECRETARY'S CERTIFICATE
The undersigned , Alicia Trinley , hereby certifies that she is the Assistant Secretary of ODP Business Solutions , LLC, a limited liability company formed under the Delaware Limited Liability Company Act (the "LLC"), and that , as such, she is authorized to execute this Certificate on behalf of the LLC , and further certifies that:

1. The LLC is a limited liability company duly formed and in good standing under the laws of the State of Delaware; and

2. Valya Brayer serves as Vice President , Public Sector , and as such, she is authorized to execute and deliver bids, contracts , forms , and any amendments thereto , and in connection therewith , for the sale of office products and services on behalf of the LLC.

IN WITNESS WHEREOF, the undersigned has hereunder set his hand as of this 14th day of April , 2023.
6600 N Military Tra il, Boca Raton, FL 33496

ODP BUSINESS SOLUTIONS , LLC ,
a Delaware limited liability company
lnDocuSigned by:
8y : __ ~-~~'-"~=~"-'7~~A~~5·~~4B~O._ .. _________ _
Alicia Trinley
Assistant Secretary
odpbusiness.com
51