Office Depot/Online Business CardsSTATIONERY SUPPLY AGREEMENT
Execution Copy
Office Depot, Inc. City of La Quinta
Provider: 2200 Old Germantown Road Buyer: 78 -495 Calle Tampico
Delray Beach, FL 33445 La Quinta CA 92253
This Stationery Supply Agreement ( "Agreement ") is made and entered into as of the 27'" day of March, 2008 ( "Effective Date ") by
and between Office Depot, Inc. ( "Provider ") and The City of La Quinta (`Buyer"; together the "Parties "). Office Depot agrees to
offer such Goods and Services described in the Quote Form, attached hereto as Exhibit A, to Buyer on a purchase order basis under
the following terms and conditions:
1. Master or Flex. Check where applicable:
PREPRINTS required; includes "Masters" program items (Sections 2 through 5). Buyer initials_
STOCKLESS program; includes "Flex ", "Press Ready ", or "Quick Card" items (skip Sections 2 through 5). Buyer initials
2. Low Usage. (Applicable to Masters only) Product not meeting at least 25% of annual usage (estimated) per quarter may be
considered `low usage." Provider will give Buyer thirty (30) days notice that a product will be considered low usage; following the
thirty (30) day notice, Provider may require inventory to be paid in full to continue with this program.
3. Discontinued Product. (Applicable to Masters only) Product that has no usage activity in 90 days may be considered
"discontinued." Provider will contact Buyer when this status occurs. Provider may require that remaining inventory be paid for at
the prices set forth herein. In the event no arrangements are made for remaining stock within 30 days after Buyer receives notice,
the cost of the unused masters stock not previously paid for will be billed to Buyer and paid pursuant to paragraph 2, above.
Provider will arrange for delivery of such unused product, at Buyer's expense, according to Buyer's instructions and following
Buyer's reasonable shipping; directions with respect to the masters or blank inventory.
4. Inventory. (Applicable, to Masters only) In the event of. (a) termination of this Agreement; (b) a discontinuance or change in
the master stock; (c) reduced usage; or (d) other failure to use the quantities estimated based on the quote, the cost of the unused
masters stock not previously paid for will be billed to Buyer and paid pursuant to paragraph 2 above. Refer to the attached Quote
Form for maximum inventory liability for this Agreement.
S. Master Replenishment. (Applicable to Masters only) The Provider will automatically replenish the master stock, in the
amount indicated on the Quote Form, unless Buyer provides written notification to the contrary prior to depletion.
6. Term. The term of this Agreement shall be twelve (12) months, beginning on the Effective Date ( "Initial Term "). Upon the
expiration of the Initial Term, this Agreement shall automatically renew for additional twelve (12) month periods (each a "Renewal
Period ").
7. Pricing. Provider shall charge Buyer according to the Quote Form attached hereto as Exhibit A. Prices include shipping.
Quotes may change after sixty (60) days in the absence of a fully signed Agreement. Applicable taxes shall be charged separately,
unless otherwise noted. Provider reserves the right to review pricing for adjustment on a quarterly basis due to low usage, and
annually to coincide with standard market price increases due to fluctuations in the economy affecting materials and/or labor costs.
This Agreement includes a pre - fabricated web site. Buyer will pay a one -time charge of $125 per item to set up the format for
Buyer's stationery. There will be no charge for the first proof for each item of stationery approved on a signed order. Any changes
made to the specifications provided by Buyer after the time of the quote may result in a price change. A PDF proof will be provided
at no charge for each order accepted pursuant to this Agreement. Type setting and artwork revisions will be charged at $50 per hour.
Once the web site has been set up, Buyer shall have an opportunity to request any changes to the site as needed. All changes must
be documented and submitted at one time. Changes beyond that point are billed at $100 per hour. Each request will be quoted
based on labor and programming expenses.
8. Termination. This Agreement may be terminated by either party without cause upon thirty (30) days' written notice, or for
cause following ten (10) days' written notice, setting forth the particulars of the breach and providing the breaching party an
opportunity to cure.
9. Assignment. Neither parry may assign this Agreement without the prior written consent of the other party .
10. Notices. All notices, requests, demands and other communications under this Agreement shall be given in writing. Such
notices shall be deemed to have been given when delivered in person or three (3) business days after being sent via certified mail or
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upon delivery if sent via reputable overnight delivery service and addressed to the appropriate parry at its mailing address set forth
below:
If to Provider: Office Depot, Inc.
2200 Old Germantown Road
Delray Beach, FL 33445
Attn; Vice President, National Accounts
With a copy to: Office Depot, Inc.
2200 Old Germantown Road
Delray Beach, FL 33445
Attn: Office of the General Counsel
If to Buyer: City of La Quinta
78 -495 Calle Tampico
La Quints, CA 92253
Attn: Veronica Montecino, Purchasing Dept.
11. Payment Terms. Provider shall submit to Buyer on a regular basis an invoice for all purchases including such detail as agreed
upon by Buyer and Account Manager. Invoices are due thirty (30) days from the date of invoice, and 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 less, from the
due date of the invoice.
Buyer's credit limit shall be established by Provider's Credit Department. Provider reserves the right to lower Buyer's credit limit or
refuse to ship any orders if at any time; (I) Buyer is delinquent in making payments to Provider or is otherwise in breach of this
Agreement or (2) in Provider's reasonable opinion, Buyer's credit standing becomes impaired or reasonably unsatisfactory to
Provider.
12. Warranties and Return Policy. Provider will pass through to Buyer all manufacturer supplied end -user warranties on all
products sourced to Buyer pursuant to this Agreement. In addition, Provider further agrees that in the event any in -stock product
(non - special order) performs in a manner unsatisfactory to Buyer within thirty (30) days of delivery, Buyer may return same in its
original packaging and will receive full credit against Buyer's next invoice for the amount of such return.
13. Confidentiality. In the performance of or otherwise in connection with this Agreement, one party ( "Discloser") may disclose
to the other party (`Recipient ") certain Confidential Information of the Discloser. "Confidential Information" as used in this
Agreement shall mean all information obtained by the Recipient from the Discloser that is not generally known to the public and
that a reasonable business person would deem confidential. The Recipient will treat such Confidential Information as confidential
and proprietary of the Discloser and during and after the Term and for a period of two (2) years thereafter will: (a) use the
Confidential Information of the Discloser solely for the purposes set forth in this Agreement; (b) take suitable precautions and
measures to maintain the confidentiality of the Confidential Information of the Discloser; and (c) not disclose or otherwise furnish
the Confidential information of the Discloser to any third party other than employees or independent contractors of the Recipient
who have a need to know the Confidential Information to perform its obligations under this Agreement, provided such employees or
independent contractors are obligated to maintain the confidentiality of the Confidential Information.
The obligations under this Section will not apply to any: (a) approved use or approved disclosure of any information pursuant to the
exercise of the Discloser's rights under this Agreement; (b) information that is now or hereafter becomes generally known or
available to the public other than through a violation of this Agreement; (c) information that is obtained by the Recipient from a
third party (other than in connection with this Agreement) who was not under any obligation of secrecy or confidentiality with
respect to such information; (d) information that is independently developed by the Recipient without reference to any Confidential
Information; (e) any disclosure required by applicable law, provided that the Recipient will use reasonable efforts to give advance
notice to and cooperate with the Discloser in connection with any such disclosure, and provided further that the Recipient shall limit
such disclosure to only that information that is required to be disclosed; and (f) any disclosure made with the explicit consent of the
Discloser. The Recipient shall promptly return to the Discloser all copies of any Confidential Information of the Discloser in its
possession or control upon request, or in any event, upon any termination or expiration of the Term.
14. Indemnification. Each party (the "Indemnifying Parry ") will defend, indemnify and hold harmless the other party and all of its
officers, directors, employees, agents, successors and assigns (the "Indemnified Parry ") from and against any and all third party
claims, demands, actions, suits, losses, liabilities, damages (including taxes), and all related costs and expenses, including without
limitation reasonable attorneys' fees (collectively "Losses ") due to, arising from or relating to (i) the negligent, willful or reckless
act or omission of the Indemnifying Parry, or (ii) death, personal injury, bodily injury or property damage caused by the
Indemnifying Party. In addition, Seller, as Indemnifying Party, shall indemnify and hold harmless Buyer and all of its officers,
directors, employees, agents, successors and assigns, as Indemnified Party, against any actual or alleged infringement, violation or
misappropriation of the intellectual property right of any third party with respect to any Seller - branded goods or products provided
by Seller to Buyer pursuant to this Agreement. The Indemnifying Parry's obligation to indemnify hereunder is predicated upon the
Indemnified Party (a) giving prompt written notice of any Loss, (b) giving the indemnifying Party the opportunity m assume sole
control over the defense and settlement, if applicable, of the Loss, and (c) providing, at the Indemnifying Party's sole expense, all
reasonably requested and relevant information, assistance and authority to enable the Indemnifying Parry to perform its obligations
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hereunder. The Indemnifying Party agrees not to settle any Loss without the Indemnified Parry's written consent, which shall not be
unreasonably withheld.
15. Limitation of Liability. EXCEPT FOR ANY CLAIM FOR INDEMNIFICATION, IN NO EVENT SHALL EITHER PARTY
BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING BUT NOT
LIMITED TO ANY DAMAGES RESULTING FROM LOSS OF USE OR PROFITS ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, WHETHER IN AN ACTION BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
ANY OTHER LEGAL THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
16. Force Majeare. Neither party to this Agreement shall be considered in default in the performance of its obligations to the
extent that the performance of any such obligation is prevented or delayed by any cause that is beyond the reasonable control of
such party.
17. Dispute Resolution. Each party commits that in the event a dispute should arise under this Agreement or relating in any
manner hereto, the parties shall first endeavor to resolve their dispute by good faith negotiations between or among the parties. If
the parties are unable to resolve their dispute, then the matter shall be reviewed by a senior level executive of each parry (in the case
of Provider by a Vice President or higher). In the event these senior officers are unable to resolve the matter, the parties agree to
attempt to mediate their dispute within thirty (30) days after the dispute initially arose, using a third party mediator. All mediation
proceedings shall be confidential, and no information exchanged in such mediation shall be discoverable or admissible in any
litigation involving the parties.
18. Choice of Law and Forum. This Agreement shall be construed and governed in accordance with the laws of the State of
Florida, without regard to conflict of laws principles. In any such proceedings, each of the parties HEREBY KNOWINGLY AND
WILLINGLY WAIVES AND SURRENDERS SUCH PARTY'S RIGHT TO TRIAL BY JURY AND AGREES THAT SUCH
LITIGATION SHALL BE TRIED TO A JUDGE SITTING ALONE AS THE TRIER OF BOTH FACT AND LAW, IN A BENCH
TRIAL, WITHOUT A JURY.
19. Attorney Fees. In the event of any litigation between the parties hereto with respect to the Agreement, the prevailing party (the
party entitled to recover costs of suit, at such time as all appeal rights have expired or the time for taking such appeals has expired)
shall be entitled to recover reasonable attorney's fees, in addition to such other relief as the court may award.
20. Amendment and Waiver. No amendment to any provision of this Agreement shall be effective unless in writing and signed
by both parties. The waiver by either parry of a breach or a default of any provision of this Agreement by the other party shall not
be construed as a waiver of any succeeding breach of the same or any other provision.
21. Entire Agreement. This Agreement, together with all exhibits, schedules and attachments, constitutes the entire agreement
between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern,
any prior agreements with respect to the subject matter hereof with the exception of any prior confidentiality agreements between
the parties. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing.
22. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument. Facsimile signatures will be considered original signatures.
23. Survival. All terms of this Agreement which by their nature extend beyond its termination, remain in effect until fulfilled, and
mply to respective successors and assigns.
Provider: Offt Depot, Inc.
Signed:
Name: N%7 C , 6 - 7 %
Title: Vice President
Date: I
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Buyer. + Uinta
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Signed:
Name:
Veronica Montecino:
Title:
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Date:
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