1 ATTACHMENT #1
* FOR DISCUSSION PURPOSES ONLY *
THIS DRAFT REMAINS SUBJECT TO REVIEW AND COMMENT BY
ODP 'S LEGAL DEPARTMENT
RE
GION 4 ESC / OMNIA PARTNERS, PUBLIC
SECTOR
PIGGYBACK CONTRACT
BETWEEN
CITY OF THOUSAND OAKS
AND
ODP BUSINESS SOLUTIONS, LLC
This Piggyback Contract (“ Contract”) of is made and entered into this 1st day of March 2023 ("Effective Date"), by and between the City of Thousand Oaks (hereinafter referred to as the " Customer"), and ODP Business Solutions, LLC, a Delaware limited liability company, with corporate headquarters located at 6600 North Military Trail, Boca Raton, FL 33496 (hereinafter referred to as "ODP").
W I
T N E S S E T H:
WHEREAS, on April 23, 2019, and effective as of June 1, 2019 , The OMNIA Partners, Public Sector (“REGION 4 ESC ”) awarded ODP Region 4 ESC Contract No. R190303 for Off ice Supplies, Related Products and Office Services (as amended, the “ Master Agreement”), which permits government entities to purchase goods and services in accordance with terms and conditions set forth in the Master Agreement; WH
EREAS, Customer has chosen to become a participating government agency under the Master Agreement, and Customer has registered with REGION 4 ESC to become a participating government agency and is eligible to purchase under the Master Agreement; and WHEREAS, the undersigned representative of Customer is authorized, on behalf of Customer, to contract with ODP for the purchase of the office supplies and services in accordance with the terms of the Master Agreement and this Contract.
N
OW, THEREFORE, in consideration of the mutual covenants, benefits and promises herein stated and in conjunction with the cooperative agreement referenced, the parties hereto agree to the following terms and conditions:
1. INCORPORATION OF MASTER AGREEMENT.
The purpose of this Contract is to allow the Customer to purchase supplies from ODP at the discounted prices set forth in the Master Agreement. To that end, the Master Agreement is hereby incorporated by reference as if set forth herein in its entirety, including all subsequent amendments thereto. However, to the extent any terms and conditions set forth in the Master Agreement (excepting any terms and conditions relating to price and cost) conflict with any terms and conditions of this Contract (the “Supplemental Terms”), the Supplemental Terms shall prevail.
2. CREDIT TERMS.
Customer's credit limit shall be established by ODP ’s credit department. ODP reserves the right to lower Customer’s credit limit or refuse to ship any orders if at any time: (a) Customer’s account is materially past due and Customer has not responded with a reasonable response within three (3)
bus
iness days of written notice of said delinquency to work with ODP to resolve the issues; (b) in ODP ’s commercially reasonable opinion, Customer’s credit standing becomes impaired as a result of Customer’s payment habits having slowed down to an unsatisfactory level with all non- critical suppliers including ODP; (c) Customer’s financial condition becomes unstable based on Customer’s financial reports or reputable third party ratings, or (d) if there are severe risk alerts from r
eputable third party credit bureaus.
3. NOTICES.
All notices, requests, demands and other communications under this Contract shall be given i n w
riting. Such notices shall be deemed to have been given when delivered in person or thr ee 2 ATTACHMENT #1
* FOR DISCUSSION PURPOSES ONLY *
THIS DRAFT REMAINS SUBJECT TO REVIEW AND COMMENT BY
ODP 'S LEGAL DEPARTMENT
(3)business days after being sent via certified mail or upon delivery if sent via reputable overnight delivery service and addressed to the appropriate party at its mailing address set forth below:
To Customer: Agency Name
Address
City, ST, Zip
Attn: Participating Agency Contact (Signatory)
To ODP: ODP Business Solutions, LLC
6600 North Military Trail
Boca Raton, FL 33496
Attn: Sharalyn Sowers, Vice President
with a copy to: ODP Business Solutions, LLC
6600 North Military Trail
Boca Raton, FL 33496
Attn: Office of the General Counsel
4. TERMINATION FOR CONVENIENCE.
Either party may terminate this Contract for convenience by providing the other party sixty (60) days prior written notice.
5. ALTERNATIVE TO REBATES.
As provided in the Master Agreement, ODP is offering, and Customer has agreed to accept, lower prices on select items in lieu of anticipated rebate dollars. The selected item or s et of items that receive lower prices will be determined upon mutual written agreement of ODP and Customer. The price for each of these items may change with thirty (30) days prior notice to Customer. The prices and assortment of these select items may be updated by ODP in writing to Customer, including email.
Quarterly reviews will be conducted to evaluate Customer Spend (as defined in the Master Agreement) to ensure the “in lieu of rebate pricing savings “coincide with the Agency Annual Volume Rebate (as defined in the Master Agreement) that would have otherwise been earned if this alternative to rebates had not been agreed upon. Any overages in dollars that would have been earned under the Agency Annual Volume Rebate in excess of $200.00 will be paid to the Customer by check within ninety (90) days of the end of the calendar year. Any overages less than $200.00 will be forfeited.
IN WITNESS WHEREOF, Customer and ODP have executed this Contract on the Effective Date.
ODP BUSINESS SOLUTIONS, LLC CITY OF THOUSAND OAKS
By: By:
Name: Name:
Title: Title:
Date: Date:
FIN: 370-10\gn\H:\COMMON\Council\2023\Administration\031423 Attachment 1 Participating Addendum.pdf