HomeMy WebLinkAboutP-24-180 New Staples Agreement.pdf coU�� County of Fresno
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PROCUREMENT AGREEMENT
Agreement Number P-24-180
May 14, 2024
Staples, Inc.
500 Staples Dr.
Framingham, MA 01702
The County of Fresno(County) hereby contracts with Staples, Inc. (Contractor)to provide Office Supplies in
accordance with the text of this agreement,Attachment"A", and Sourcewell Contract#012320-SCC by this
reference made a part hereof.
TERM: This Agreement shall become effective May 31, 2024 and shall remain in effect through April 6,
2025.
MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County
reserves the right to increase or decrease orders or quantities.
ORDERS: Orders will be placed on an as-needed basis by various County departments under this contract.
PRICES: Prices shall be firm for the contract period.
MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of Two
Million Dollars ($2,000,000.00).
ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as
deemed necessary. Such additions shall be made in writing and signed by both parties.
DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be
delivered complete as specified. All orders placed before Agreement expiration shall be honored under the
terms and conditions of this Agreement.
DEFAULT: In case of default by Contractor, the County may procure the articles/services from another
source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any
other legal means available to the County. The prices paid by County shall be considered the prevailing
market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not
meet specifications, will be at the expense of Contractor.
INVOICING: An itemized invoice shall be sent to requesting County department in accordance with invoicing
instructions included in each order referencing this Agreement. The Agreement number must appear on all
shipping documents and invoices.
INVOICE TERMS: Net forty-five(45)days from the receipt of invoice.
333 W.Pontiac Way,Clovis,CA 93612/(559)600-7110
"The County of Fresno is an Equal Employment Opportunity Employer
PROCUREMENT AGREEMENT NUMBER: P-24-180 Page 2
Staples, Inc.
May 14,2024
TERMINATION: The County reserves the right to terminate this Agreement upon thirty(30)days written
notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory
services or supplies provided to the date of termination.
LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they
be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel
engaged in service covered by this Agreement.
AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased
goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible
condition all books, documents, papers, data files and other records related to its performance under this
contract. Such records shall be complete and available to Fresno County,the State of California,the federal
government or their duly authorized representatives for the purpose of audit, examination, or copying during
the term of the contract and for a period of at least three years following the County's final payment under the
contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records
must be retained in the manner described above until all pending matters are closed.
LIABILITY: The Contractor agrees to:
Pay all claims for damage to property in any manner arising from Contractor's operations under this
Agreement.
Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and
employees from any and all claims for damage or other liability, including costs, expenses (including
attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected
with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this
Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages,
liabilities, claims, and losses occurring or resulting to any person,firm or corporation who may be injured or
damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under
this Agreement.
INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any
third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following
insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
arrangement or Joint Powers Agreement(JPA)throughout the term of the Agreement:
A. Commercial General Liability: Commercial general liability insurance with limits of not less than Two
Million Dollars ($2,000,000)per occurrence and an annual aggregate of Four Million Dollars
($4,000,000). This policy must be issued on a per occurrence basis. Coverage must include products,
completed operations, property damage, bodily injury, personal injury, and advertising injury. The
Contractor shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents,
employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the
operations under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County is excess only
and not contributing with insurance provided under the Contractor's policy.
B. Automobile Liability: Automobile liability insurance with limits of not less than One Million Dollars
($1,000,000) per occurrence for bodily injury and for property damages. Coverage must include any auto
used in connection with this Agreement.
C. Professional Liability: Professional liability insurance with limits of not less than One Million Dollars
($1,000,000) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000). If this is a
claims-made policy, then (1)the retroactive date must be prior to the date on which services began
under this Agreement; (2)the Contractor shall maintain the policy and provide to the County annual
evidence of insurance for not less than five years after completion of services under this Agreement; and
(3) if the policy is canceled or not renewed, and not replaced with another claims-made policy with a
retroactive date prior to the date on which services begin under this Agreement, then the Contractor shall
purchase extended reporting coverage on its claims-made policy for a minimum of five years after
completion of services under this Agreement.
PROCUREMENT AGREEMENT NUMBER: P-24-180 Page 3
Staples, Inc.
May 14,2024
D. Worker's Compensation: Workers compensation insurance as required by the laws of the State of
California with statutory limits.
Additional Requirements Relating to Insurance:
Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of
Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only
insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall
apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers,
agents and employees shall be excess only and not contributing with insurance provided under Contractor's
policies herein. This insurance shall not be cancelled or changed without a minimum of thirty(30)days
advance written notice given to County.
Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts
paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely
responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of
subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not
Contractor obtains such an endorsement.
Within Thirty(30)days from the date Contractor signs and executes this Agreement, Contractor shall provide
certificates of insurance and endorsement as stated above for all of the foregoing policies, as required
herein, to the County of Fresno, Purchasing 333 W. Pontiac Way, Clovis, CA 93612, stating that such
insurance coverage have been obtained and are in full force;that the County of Fresno, its officers, agents
and employees will not be responsible for any premiums on the policies;that such Commercial General
Liability insurance names the County of Fresno, its officers, agents and employees, individually and
collectively, as additional insured, but only insofar as the operations under this Agreement are concerned;
that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-
insurance, maintained by County, its officers, agents and employees, shall be excess only and not
contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be
cancelled or changed without a minimum of thirty(30)days advance,written notice given to County.
Certificates of Insurance are to include the contract number at the top of the first page.
In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County
may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of
such event.
All policies shall be with admitted insurers licensed to do business in the State of California. Insurance
purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or
better.
COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish
proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence.
INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor
under this Agreement, it is mutually understood and agreed that Contractor, including any and all of
Contractor's officers, agents, and employees will at all times be acting and performing as an independent
contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint
venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise
or direct the manner or method by which Contractor shall perform its work and function. However, County
shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations
in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable
provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over
matters the subject thereof.
Because of its status as an independent contractor, Contractor shall have absolutely no right to employment
rights and benefits available to County employees. Contractor shall be solely liable and responsible for
providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor
PROCUREMENT AGREEMENT NUMBER: P-24-180 Page 4
Staples, Inc.
May 14, 2024
shall be solely responsible and save County harmless from all matters relating to payment of Contractor's
employees, including compliance with Social Security, withholding, and all other regulations governing such
matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to
others unrelated to the County or to this Agreement.
NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or
duties under this Agreement without the written consent of the other party.
AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County
with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments,
writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature
whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set
forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both
parties.
INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this
Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the
text of this Agreement(excluding Attachment"A"and Sourcewell Contract#012320-SCC); (2)Attachment
"A"; (3)Sourcewell Contract#012320-SCC.
GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the
State of California. Venue for any action shall only be in County of Fresno.
ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic
signature as provided in this section.
A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement
to represent their signature, including but not limited to(1)a digital signature; (2)a faxed version of an
original handwritten signature; or(3)an electronically scanned and transmitted (for example by PDF
document)of a handwritten signature.
B. Each electronic signature affixed or attached to this Agreement(1)is deemed equivalent to a valid
original handwritten signature of the person signing this Agreement for all purposes, including but not
limited to evidentiary proof in any administrative or judicial proceeding, and (2)has the same force and
effect as the valid original handwritten signature of that person.
C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in
the Uniform Electronic Transaction Act(Civil Code, Division 3, Part 2,Title 2.5, beginning with section
1633.1).
D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of
Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other
party may rely upon that representation.
This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means
and either party may sign this Agreement with an original handwritten signature.
Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or
USPS.
PROCUREMENT AGREEMENT NUMBER: P-24-180 Page 5
Staples, Inc.
May 14, 2024
Please refer any inquiries in this matter to Heather Stevens, Purchasing Analyst, at 559-600-7115 or
heastevens(a)_fresnocountyca.gov.
FOR THE COUNTY OF FRESNO
Digitally signed by Manuel M.
Manuel M. Vilanova Vilanova
Date:2024.05.30 14:54:39-07'00'
Manuel Vilanova
ISD-Deputy Director
333 W. Pontiac Way
Clovis, CA 93612
WAS
PROCUREMENT AGREEMENT NUMBER: P-24-180 Page 6
Staples, Inc.
May 14, 2024
CONTRACTOR TO COMPLETE:
Company: Staples, Inc.
Type of Entity:
Qj Individual Limited Liability Company
Q Sole Proprietorship Limited Liability Partnership
Oj Corporation O: General Partnership
500 Staples Drive Framingham MA,01702
Address City State Zip
TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS
Erica Higgins
Print Name&
Title: VP Sales Print Name&Title:
Signature: Urlca Signature:
ACCOUNTING USE ONLY
ORG No.: Purchasing
Account No.: Purchasing
Requisition No.: Purchasing
(08/2022)
PROCUREMENT AGREEMENT NUMBER: P-24-180 Attachment Page 1 of 3
Staples, Inc.
May 14, 2024
A TTACHMENT"A "
SOURCEWELL PARTICIPATING AGREEMENT
This Sourcewell Participating Agreement("Participating Agreement")by and between County of Fresno
("Buyer")and Staples Contract&Commercial LLC, ("Staples")is made effective as of May 31,2024
(the Participating Agreement Effective Date")and is attached to and governed by the Sourcewell
Agreement(s)specifically marked and identified in Section 3.2 below("Sourcewell Agreement(s)")
between Staples and Sourcewell. Buyer and Staples are collectively referred to herein as the"Parties".
All capitalized terms used herein shall have the meaning assigned to them in the Sourcewell Agreement
unless otherwise defined herein.
WHEREAS,Buyer, a member of Sourcewell (as defined below), and Staples desire to enter into
this Participating Agreement pursuant to which Buyer may participate in the Sourcewell Program to
purchase Products(as defined below).
NOW,THEREFORE,in consideration of the foregoing mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,the Parties hereby agree as follows:
1.0 Previous Participating Agreement(s). The Parties acknowledge and agree that this Participating
Agreement shall replace and supersede any previous Participating Agreement including any amendments
attached thereto as of the Participating Agreement Effective Date set forth in paragraph 1 above.
2.0 Term. The term of this Participating Agreement with respect to Buyer shall commence on the
Participating Agreement Effective Date and shall terminate upon the earlier of(i)termination or expiration
of the Sourcewell Agreement, or (ii) the date at which Buyer ceases to be a Member of Sourcewell
("Participating Agreement Term"). In the event that the Participating Agreement terminates or expires
pursuant to(i)or(ii)above, Staples agrees to offer Buyer the option to enter into a separate agreement with
Staples only,provided,however, Staples and Buyer mutually agree upon the terms and conditions of such
separate agreement.
3.0 Definitions.
3.1 Sourcewell. The Sourcewell is public agency serving as a national government/education
contracting agency. Sourcewell was created and organized under the"Service Cooperative"
section of the Minnesota Statute,M.S. 123A.21. Sourcewell is governed by publicly elected
officials while cooperatively serving all municipal and educational agencies nationally under
the authority of the Minnesota Joint Exercise of Powers laws M.S.471.59.
3.2 Sourcewell Program. The specific program(s)checked below:
® Supplies Program. Office,school,and other workplace-related supplies and services
offered for sale by Staples to Sourcewell members that are included in the Sourcewell
national contract solution for the procurement of OFFICE SUPPLY CATALOG
SOLUTIONS pursuant to RFP award#012320-SCC as amended from time to time.
PROCUREMENT AGREEMENT NUMBER: P-24-180 Attachment Page 2 of 3
Staples, Inc.
May 14, 2024
3.3 Products. All items included in the Sourcewell Program that Buyer purchases or may
purchase from Staples.
3.4 Purchase Orders. Unless otherwise agreed by the parties in writing, all purchase orders
issued by Member during the Term of this Participating Agreement shall be governed only
by the terms and conditions of this Participating Agreement notwithstanding any preprinted
language on Member's purchase order or Staples' acknowledgement thereof.
4.0 Buyer Representations and Warranties. Buyer hereby represents and warrants that:
4.1 It is a governmental entity as defined in Minnesota Statute 471.59 or it is a nonpublic school
administrative unit or non-profit eligible to participate in the Sourcewell Program pursuant
to Minnesota Statute 123a.21;
4.2 It is a Sourcewell member and will maintain its Sourcewell membership during the
Participating Agreement Term;
4.3 It has the local legal ability to recognize and participate in joint exercise of powers activities
under the applicable state and federal procurement laws;and
4.4 As a member of Sourcewell,Buyer may participate in the Sourcewell Program,provided,
however, Buyer acknowledges that it (i) will be bound in all respects by the terms and
conditions of the Sourcewell Agreement and terms and conditions of this Participating
Agreement
5.0 Prices. Prices for Products are available at the time of purchase on
www.StaplesAdvantage.com or as otherwise provided by the Sourcewell Program.
6.0 Conflict. In the event of conflict between this Participating Agreement and the Sourcewell
Agreement,the terms and conditions of this Participating Agreement shall control.
7.0 Termination. Either Party may terminate this Participating Agreement for any reason upon
at least thirty(30)calendar days'prior written notice to the other Party.
8.0 Additional Terms and Conditions on attached.
[Signature page follows.]
PROCUREMENT AGREEMENT NUMBER: P-24-180 Attachment Page 3 of 3
Staples, Inc.
May 14, 2024
IN WITNESS WHEREOF,the Parties have executed this Participating Agreement under seal as
of the Participating Agreement Effective Date.
COUNTY OF FRESNO STAPLES CONTRACT&COMMERCIAL LLC
By its authorized agent: By its authorized agent:
Digitally signed by Manuel M
Manuel M.Vilanova Vilanova �F ica h`iggihJ Date:2024.05.31 09:22:01-07'00'
(Signature) (Signature)
Manuel Vilanova Name: Erica Higgins
Name:Title: —
Deputy Director—Internal Services Title: VP Sales
Date: Date: May 24,2024
Address for Notices: Address for Notices:
County of Fresno Staples Contract&Commercial LLC
Internal Services—Purchasing 500 Staples Drive
333 W. Pontiac Way Framingham,MA 01702
Clovis,CA 93612 ATTN:
ATTN:Purchasing Manager Telephone:
Facsimile:
Telephone: 559-600-7110 Email:
Email: CountyPurchasinQ(a�FresnoCountyCA.Qov With a copy to: General Counsel(Ref.-County of Fresno)