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HomeMy WebLinkAboutReso 2011-1663 ~ RESOLUTION NO. 2011- 'l..l.- ~ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING AN AGREEMENT WITH OFFICE DEPOT AND WITH STAPLES FOR THE PURCHASE OF OFFICE SUPPLIES, IN AN AMOUNT NOT TO EXCEED SEVENTY THOUSAND DOLLARS ($70,000.00) ANNUALL Y FOR EACH AGREEMENT, PIGGYBACKING FROM ST ATE OF FLORIDA DEPARTMENT OF MANAGEMENT SERVICES CONTRACT ITN NO. 618-001-10-1; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENTS; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach currently purchases office supplies from Quill and Office Depot, which agreement expired on December 30, 2010; and WHEREAS, on March 31, 2010, the State of Florida, Department of Management Services (DMS) issued a competitive Invitation to Negotiate to establish a contract for office and educational consumables which was awarded on July 15, 2010; and WHEREAS, City Code Section 62-13(C) provides the authority to access a competitively solicited contract from any other governmental organization; and WHEREAS, the State of Florida, DMS contract offers the best pricing for office supplies meeting the requirements of the City of Sunny Isles Beach by purchasing office supplies from Office Depot and from Staples piggybacking off from the State of Florida DMS Contract ITN No. 618-001-10-1; and WHEREAS, the City wishes to enter into a three-year Agreement with Office Depot, attached as Exhibit "A", and with Staples, attached as Exhibit "B", for the purchase of office supplies, in an amount not to exceed Seventy Thousand Dollars ($70,000.00) annually for each Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of Agreements. The City Commission hereby approves the Agreement with Office Depot, attached as Exhibit "A", and with Staples, attached as Exhibit "B", for the purchase of office supplies, in an amount not to exceed Seventy Thousand Dollars ($70,000.00) annually for each Agreement, for a period of three years. Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Agreements. R20 11- Office Depot and Staples Agl11t for Office SuppliesPagc I of2 Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution will become effective upon adoption. PASSED AND ADOPTED this 20th day of January 2011. ATTEST: ~A~ Jane A. Hines, CMC, City Clerk Moved by: C o)M~ S~\-I.~LL- Seconded by: ~~ <D~TO Vote: C;-o Mayor Edelcup Vice Mayor Thaler Commissioner Aelion Commissioner Gatto Commissioner Scholl v (Yes) v (Yes) ~(Y es) V (Yes) V(Y es) (No) _(No) _(No) _(No) (No) R20 11- Office Depot and Staples Agmt for Office SuppliesPagc 2 of2 OF SUN CITY OF SUNNY ISLES BEACH AGREEMENT WITH OFFICE DEPOT CONTRACT NO. CIOII-013 THIS CONTRACTUAL AGREEMENT (hereinafter referred to as the "Agreement") is made in duplicate, this _ day of , 2011, by and between the CITY OF SUNNY ISLES BEACH, Florida, (hereinafter referred to as "City"), and OFFICE DEPOT, a corporation authorized to do business in the State of Florida (hereinafter referred to as "Contractor") whose Federal I.D. # is RECIT ALS WHEREAS, the City of Sunny Isles Beach is in need of contractors to provide and deliver office and educational consumables to the City ("Services"); and WHEREAS, Contractor is a certified and insured company with the necessary experience to provide the desired Services; and WHEREAS, the State of Florida issued Contract Number 618-000-11-1 as a result of State of Florida Department of Management Services !TN Number 618-001-10-1, to provide such Services; and WHEREAS, the Contractor has agreed to provide the Services to the City using the State of Florida's Contract Number 618-000-11-1, per attached Attachment "B", attached hereto and made a part hereof; and WHEREAS, pursuant to the City's procurement code provisions, purchases made under state, county or other governmental contracts, or competitive bids with other governmental agencies are exempt from the City's competitive bidding procedures; and WHEREAS, the City wishes to contract with Contractor as more particularly described in Attachment "A", to provide the desired Services. NOW THEREFORE, in consideration of the promises and the mutual covenants herein name, the parties agree as follows: 1. RECITALS. The Recitals set forth above are hereby incorporated into this Agreement and made a part hereof for reference. 2. SERVICES. Contractor agrees to perform the Services and furnish all labor and materials in a good workmanlike and professional manner. The Services shall be performed by Contractor to the full satisfaction of the City. Contractor agrees to have a qualified representative to audit and inspect the Services provided on a regular basis to ensure all Services are being performed in accordance with the City's needs and pursuant to the terms of this Agreement, and shall report to the City accordingly. Contractor agrees to immediately inform the City via telephone and in writing of any problems that could cause damage to the City's property, Exhibit "A" C1011-013 AGREEMENT '.... . ~, ~. City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax improvements, and persons. Contractor will require its employees to perform their work in a manner befitting the type and scope of work to be performed. In the event that the Contractor fails to complete the Services pursuant to the terms of this contract and City must undertake the completion of performance of Services, Contractor agrees to indemnify the City for all costs incurred with respect to the completion of those Services and any damages the City may suffer as a result of the Contractor's failure to perform the Services. 3. TERM. Subject to the provisions relating to the termination of this Agreement as set forth hereunder, the term of this Agreement shall begin upon the execution of this Agreement and shall end on September 30, 2011. However, this agreement may be extended at the sole option of the City to October 17,2013, the expiration date of the State of Florida's Contract Number 618-000-11-1, provided the City has appropriated money to acquire office supplies for the fiscal year 2011/2012, and 201212013. Payment will be made only for work completed to the satisfaction of the City. Contractor is to commence performance of work from the date of this agreement and continue in a diligent manner until completion of the Services. Contractor acknowledges that compliance with the commencement and completion schedule is the essence of this Agreement. The terms of Sections 18 and 19 entitled "Indemnification and Waiver of Liability," and "Compliance with Law," respectively, shall survive termination of this Agreement. 4. COl\1PENSATION. Payment to Contractor for all charges and tasks made pursuant to State of Florida's Contract Number 618-000-11-1 shall be in accordance with this Agreement and the schedule of charges reflected in the State of Florida's Contract Number 618-000-11-1, and under the following conditions: a. Disbursements. There are no reimbursable expenses associated with this contract. b. Payment Schedule. Invoices received from the Contractor pursuant to this Agreement will be reviewed by the initiating City Department. If services have been rendered in conformity with the Agreement, the invoice will be sent to the Finance Department for payment. Invoices must reference the contract number assigned hereto. Invoices will be paid in accordance with the State of Florida Prompt Payment Act. c. A vailability of Funds. The City's performance and obligation to pay under this Agreement is contingent upon an annual appropriation for its purpose by the City Commission. d. Final Invoice. In order for both parties herein to close their books and records, the Contractor will clearly state "final invoice" on the Contractor's finaVlast billing to the City. This certifies that all services have been properly performed and all charges and costs have been invoiced to the City. Since this account will C to 11-0 13 AGREEMENT 2 ",' \:., ....} City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax thereupon be closed, any other additional charges, if not properly included on this final invoice, are waived by the Contractor. Contractor shall make no other charges to the City for supplies, labor, taxes, licenses, permits, overhead or any other expenses or costs unless any such expense or cost is incurred by Contractor with the prior written approval of the City. If the City disputes any charges on the invoices, it may make payment of the uncontested amounts and withhold payment on the contested amounts until they are resolved by agreement with Contractor. Contractor shall not pledge the City's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. 5. INDEPENDENT CONTRACTOR RELATIONSIllP. The Contractor is an independent Contractor and shall be treated as such for all purposes. Nothing contained in this Agreement or any action of the parties shall be construed to constitute or to render the Contractor an employee, partner, agent, shareholder, officer or in any other capacity other than as an independent Contractor other than those obligations which have been or shall have been undertaken by the City. Contractor shall be responsible for any and all of its own expenses in performing its duties as contemplated under this Agreement. The City shall not be responsible for any expense incurred by the Contractor. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Contractor, other than those set forth in this Agreement. Contractor shall furnish its own transportation, office and other supplies as it determines necessary in carrying out its duties under this Agreement. 6. OWNERSIDP OF DOCUMENTS AND EQUIPMENT. All documents prepared by the Contractor pursuant to this Agreement and related Services to this Agreement are intended and represented for the ownership of the City only. Any other use by Contractor or other parties shall be approved in writing by the City. If requested, Contractor shall deliver the documents to the City within fifteen (15) calendar days. 7. INSURANCE. Contractor shall, at its sole cost and expense, during the period of any work being performed under this Agreement, procure and maintain the following minimum insurance coverage to protect the City and Contractor against all loss, claims, damage and liabilities caused by Contractor, its agents, sub-Contractors or employees, as indicated below: o Comprehensive General liability insurance, including broad form contractual liability coverage for all operations, including, but not limited to, contractual, products, and completed operations, personal injury and property damage liability CIOII-OI3 AGREEMENT 3 '. t.",) ~. .~) City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax with minimum limits of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) aggregate. o Worker's Compensation, as required by law, but with no less than $1,000,000.00 for Employer's Liability. o Business Automobile Liability which shall include coverage for all owned, non- owned and hired vehicles for minimum limits of not less than One Million Dollars ($1,000,000.00) per occurrence, One Million Dollars ($1,000,000.00) per accident for bodily injury and Five Hundred Thousand Dollars ($500,000.00) per accident for property damage. Insurance required of the Contractor shall be primary to, and not contribute with, any insurance or self-insurance maintained by the City. Such insurance shall not diminish Contractor's indemnification and obligations hereunder. The insurance policy(ies) shall be issued by companies authorized to do business under the laws of the State of Florida and acceptable to the City with a minimum A.M. Best rating of A-Excellent. Before any work under this Agreement is performed, and at any time upon request, Contractor shall furnish to the City certificates of insurance evidencing the minimum required coverage and shall be appropriately endorsed for contractual liability, with the City named as additional insured. All policies shall contain a waiver of subrogation endorsement. All policies and certificates shall be in forms and issued by insurance companies acceptable to the City's Risk Management Department. All insurance policies and certificates of insurance shall provide that the policies may not be canceled or altered without thirty (30) days prior written notice to the City. Contractor shall also require and ensure that each of its sub-Contractor(s) providing services hereunder (if any) procures and maintains, until the completion of the services, insurance of the types and to the limits specified herein. ANY EXCEPTIONS TO THE INSURANCE REQUIREMENTS IN TillS SECTION MUST BE APPROVED IN WRITING BY THE CITY. 8. TERMINATION AND REMEDIES FOR BREACH. A. If, through any cause within reasonable control, the Contractor shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this Agreement, the City shall have the right to terminate the Services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of the Agreement and grant Contractor ten (10) days to cure such default. If the default remains uncured after ten (10) days the City may terminate this Agreement, and the City shall receive a refund from the Contractor in an CIOII-013 AGREEMENT 4 I, ~ ~ ,. ,;J City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax amount equal to the actual cost of a third party to cure such failure. If Contractor fails, refuses, or is unable to perform any term of this Agreement, City shall pay for services rendered as of the date of termination. (i.) In the event of termination, all finished and unfinished documents, data and other work product prepared by Contractor (and sub Contractor (s)) shall be delivered to the City and the City shall compensate the Contractor for all Services satisfactorily performed prior to the date of termination, as provided in Paragraph 4 herein. (ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the Agreement by Contractor and the City may reasonably withhold payment to Contractor for the purposes of set-off until such time as the exact amount of damages due the City from the Contractor is determined. B. Termination for Convenience of City. The City may, for its convenience and without cause terminate the Services then remaining to be performed at any time by giving Contractor ten (10) days written notice. The terms of Paragraph A(i) and A(ii) above shall be applicable hereunder. C. Termination for Insolvency. The City also reserves the right to terminate the remaining Services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. 9. ARBITRATION. It is the intention of the parties that whenever possible, if a dispute or controversy arises hereunder then such dispute or controversy shall be settled by arbitration in accordance with the procedures, rules and regulations of the American Arbitration Association. The decision rendered by the Arbitrator shall be final and binding upon the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Arbitration shall be held in Miami-Dade County, Florida. All costs of arbitration and attorneys' fees incurred by the parties shall be paid by the non-prevailing party or, if neither party prevails on the whole, each party shall be responsible for a portion of the costs of arbitration and their respective attorneys' fees as may be determined by the court on confirmation. 10. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term of this Agreement or any time for a period of 10 (Ten) years subsequent to that date upon which the Contractor shall leave the employment of the City for any reason whatsoever, disclose to any person or entity, other than in the discharge of the duties of the Contractor under this Agreement, any information which the City designates in writing as "confidential." As a violation by the Contractor of the provisions of this Section could cause irreparable injury to the City and there is CJOII-013 AGREEMENT 5 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax no adequate remedy at law for such violation, the City shall have the right, in addition to any other remedies available to it at law or in equity, to enjoin the Contractor from violating such provisions. 11. NOTICES. All notices and other communications required or permitted to be given under this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier service, or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by certified or registered mail, first class postage prepaid, return receipt requested or by overnight delivery by traditionally recognized courier service), addressed to such party as follows: If to the City: Rick Conner With a copy to: City Manager Hans Ottinot City of Sunny Isles Beach City Attorney 18070 Collins A venue City of Sunny Isles Beach Fourth Floor 18070 Collins A venue Sunny Isles Beach, Florida 33160 Fourth Floor Tel: (305) 792-1701 Sunny Isles Beach, Florida 33160 Tel: (305) 792-1702 If to the Contractor : Linda Sykes, District Sales Manager Office Depot 6600 North Military Trial Boca Raton, Florida 33496 Tel: (561) 438-4800 12. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue shall be in Miami-Dade County, Florida. 13. AUDIT. The Contractor shall make available to the City or its representative all required financial records associated with the Agreement for a period of Three (3) years. 14. NON-DISCRIMINATION. The Contractor agrees to comply with all local and state civil rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Title 1 of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11248 as amended by Executive Orders 11375 and 12086. CIOII-013 AGREEMENT 6 " J City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax The Contractor will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. The Contractor will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of payor other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this non- discrimination clause. The Contractor agrees to comply with any Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U .S.c. 708), which prohibits discrimination against the handicapped in any Federally assisted program. 15. CONFLICT OF INTEREST. The Contractor agrees to adhere to and be governed by the Miami-Dade County Conflict of Interest Ordinance Section 2-11.1, as amended; and by Chapter 33 of the City of Sunny Isles Beach Code of Ordinances, which are incorporated by reference herein as if fully set forth herein, in connection with the Agreement conditions hereunder. The Contractor covenants that it presently has no interest and shall not acquire any interest, directly or indirectly which should conflict in any manner or degree with the performance of the Services. The Contractor further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Contractor. The Contractor guarantees that he/she has not offered or given to any member of, delegate to the Congress of the United States, any or part of this contract or to any benefit arising therefrom. 16. CONFLICTING PROVISIONS. The terms and conditions in this Agreement supersede any other conflicting provisions that are contained in any other document, including any attachment hereto. 17. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and may be amended, waived, changed, modified, extended or rescinded only by in writing signed by the party against whom any such amendment, waiver, change, modification, extension and/or rescission is sought. 18. INDEMNIFICATION AND WAIVER OF LIABILITY. The Contractor agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the City, its agents, representatives, officers, directors, officials and employees from and against claims, damages, losses and expenses (including but not limited to attorney's fees, arbitration costs, and costs of appellate proceedings) relating to, arising out of or resulting from the Contractor's negligent acts, errors, mistakes or omissions relating to professional Services performed under this Agreement. The Contractor's duty to defend, hold harmless and indemnify the City, its agents, representatives, officers, directors, officials and employees shall arise in connection with any claim, damage, loss or expense that is attributable to bodily injury; sickness; disease; death; or ClOII-013 AGREEMENT 7 '% , ~" ;"...' City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax ffiJury to impairment, or destruction of tangible property including loss of use resulting therefrom, caused by any negligent acts, errors, mistakes or omissions related to Services in the performance of this Agreement including any person for whose acts, errors, mistakes or omissions the Contractor may be legally liable. The parties agree that TEN DOLLARS ($10.00) represents specific consideration to the Contractor for the indemnification set forth in this Agreement. 19. COMPLIANCE WITH LAW. Contractor shall comply with all laws, regulations and ordinances of any federal, state, or local governmental authority having jurisdiction with respect to this Agreement ("Applicable Laws") and shall obtain and maintain any and all material permits, licenses, approvals and consents necessary for the lawful conduct of the activities contemplated under this Agreement. 20. l\fiSCELLANEOUS. A. In the event any proVIsion of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable provisions had been severed and deleted. B. This Agreement may be executed in multiple identical counterparts, each of which shall be deemed an original for all purposes. C. No waiver of any provision of this Agreement shall be valid or enforceable unless such waiver is in writing and signed by the party granting such waiver. [remainder of page intentionally left blank] ClOII-OI3 AGREEMENT 8 '"'" (; ( City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax IN WITNESS WHEREOF, the parties hereto have executed this Agreement ill duplicate on the day and year first written above. WITNESSES: OFFICE DEPOT Signature BY: Signature and Title Print Name WITNESSES: Signature Print Name ATTEST: CITY OF SUNNY ISLES BEACH BY: Jane A. Hines, CMC, City Clerk B;:JJem//7Jd M/~ No an S. Edelcup, Ma or / APPROVED AS TO FORM AND LEGAL SUF I NCY CIOII-013 AGREEMENT 9 ,. '"" ~. 0,: Office DEPO~ November 18, 2010 City of Sunny Isles Beach 18070 Collins Ave Ste 250 Miami, FL 33160 Mr. Marcanthony Tulloch: Thank you for taking the time to meet with me to discuss your account with Office Depot. During our meeting, you requested transitioning your agency from the U.S. Communities contract to the State of Florida contract inclusive of all of the terms and conditions. As an authorized representative of your agency, please regard receipt of this letter as your approval of Office Depot transitioning your agency from the U.S. Communities contract to the State of Florida contract. Please feel free to contact me with any questions. Sincerely, Linda Sykes District Sales Manager 6600 North Military Trail I Boca Raton, FL 33496 I T + 561.438.4800 Attachment "A" CITY OF SUNNY ISLES BEACH AGREElMENT WITH STAPLES CONTRACT & COMMERCIAL, INC. CONTRACT NO. CI0II-021 TillS CONTRACTUAL AGREEMENT (hereinafter referred to as the "Agreement") is made in duplicate, this _ day of , 2011, by and between the CITY OF SUNNY ISLES BEACH, Florida, (hereinafter referred to as "City"), and ST APLES CONTRACT & COMMERCIAL, INe., a corporation authorized to do business in the State of Florida (hereinafter referred to as "Contractor") whose Federal I.D. # is RECITALS WHEREAS, the City of Sunny Isles Beach is in need of a contractor to provide and deliver office and educational consumables ("Services"); and WHEREAS, Contractor is a certified and insured company with the necessary experience to provide the desired Services; and WHEREAS, the State of Rorida issued Contract Number 618-000-11-1 as a result of State of Florida Department of Management Services ITN Number 618-001-10-1, to provide such Services; and WHERE,AS, the Contractor has agreed to provide the Servic~s to the City using the State of Rorida's Contract Number 618-000-11-1, per attached Attachment "B", attached hereto and made a part hereof; and WHEREAS, pursuant to the City's procurement code provisions, purchases made under state, county or other governmental contracts, or competitive bids with other governmental agencies are exempt from the City's competitive bidding procedures; and WHEREAS, the City wishes to contract with Contractor as more particularly described in Attachment "A", to provide the desired Services. NOW THEREFORE, in consideration of the promises and the mutual covenants herein name, the parties agree as follows: 1. RECITALS. The Recitals set forth above are hereby incorporated into this Agreement and made a part hereof for reference. 2. SERVICES. Contractor agrees to perform the Services and furnish all labor and materials in a good workmanlike and professional manner. The Services shall be performed by Contractor to the full satisfaction of the City. Contractor agrees to have a qualified representative to audit and inspect the Services provided on a regular basis to ensure all Services are being performed in accordance with the City's needs and pursuant to the terms of this Agreement, and shall report to the City accordingly. Contractor agrees to immediately inform the City via ClOll-021 AGREEMENT Exhibit "B" II' ~ ': " '., ) '" ... 1;-' \~,,:. ~, :.~..~' City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax telephone and in writing of any problems that could cause damage to the City's property, improvements, and persons. Contractor will require its employees to perform their work in a manner befitting the type and scope of work to be performed. In the event that the Contractor fails to complete the Services pursuant to the terms of this contract and City must undertake the completion of performance of Services, Contractor agrees to inderrmify the City for all costs incurred with respect to the completion of those Services and any damages the City may suffer as a result of the Contractor's failure to perform the Services. 3. TERM. Subject to the provisions relating to the termination of this Agreement as set forth hereunder, the term of this Agreement shall begin upon the execution of this Agreement and shall end on September 30, 2011. However, this agreement may be extended at the sole option of the City to October 17, 2013, the expiration date of the State of Florida's Contract Number 618-000-11-1, provided the City has appropriated money to acquire office supplies for the fiscal year 2011/2012, and 201212013. Payment will be made only for work completed to the satisfaction of the City. Contractor is to commence performance of work from the date of this agreement and continue in a diligent manner until completion of the Services. Contractor acknowledges that compliance with the commencement and completion schedule is the essence of this Agreement. The terms of Sections 18 and 19 entitled "Indemnification and Waiver of Liability," and "Compliance with Law," respectively, shall survive termination of this Agreement. 4. COMPENSATION. Payment to Contractor for all charges and tasks made pursuant to State of Florida's Contract Number 618-000-11-1 shall be in accordance with this Agreement and the schedule of charges reflected in the State of Florida's Contract Number 618-000-11-1, and under the following conditions: a. Disbursements. There are no reimbursable expenses associated with this contract. b. Payment Schedule. Invoices received from the Contractor pursuant to this Agreement will be reviewed by the initiating City Department. If services have been rendered in conformity with the Agreement, the invoice will be sent to the Finance Department for payment. Invoices must reference the contract number assigned hereto. Invoices will be paid in accordance with the State of Florida Prompt Payment Act. c. Availability of Funds. The City's performance and obligation to pay under this Agreement is contingent upon an annual appropriation for its purpose by the City Commission. d. Final Invoice. In order for both parties herein to close their books and records, the Contractor will clearly state "[mal invoice" on the Contractor's finalllast ClOII-021 AGREEMENT 2 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax billing to the City. This certifies that all services have been properly performed and all charges and costs have been invoiced to the City. Since this account will thereupon be closed, any other additional charges, if not properly included on this final invoice, are waived by the Contractor. Contractor shall make no other charges to the City for supplies, labor, taxes, licenses, permits, overhead or any other expenses or costs unless any such expense or cost is incurred by Contractor with the prior written approval of the City. If the City disputes any charges on the invoices, it may make payment of the uncontested amounts and withhold payment on the contested amounts until they are resolved by agreement with Contractor. Contractor shall not pledge the City's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. 5. INDEPENDENT CONTRACTOR RELATIONSmP. The Contractor is an independent Contractor and shall be treated as such for all purposes. Nothing contained in this Agreement or any action of the parties shall be construed to constitute or to render the Contractor an employee, partner, agent, shareholder, officer or in any other capacity other than as an independent Contractor other than those obligations which have been or shall have been undertaken by the City. Contractor shall be responsible for any and all of its own expenses in performing its duties as contemplated under this Agreement. The City shall not be responsible for any expense incurred by the Contractor. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Contractor, other than those set forth in this Agreement. Contractor shall furnish its own transportation, office and other supplies as it determines necessary in carrying out its duties under this Agreement. 6. OWNERSmP OF DOCUMENTS AND EQUIPMENT. All documents prepared by the Contractor pursuant to this Agreement and related Services to this Agreement are intended and represented for the ownership of the City only. Any other use by Contractor or other parties shall be approved in writing by the City. If requested, Contractor shall deliver the documents to the City within fifteen (15) calendar days. 7. INSURANCE. Contractor shall, at its sole cost and expense, during the period of any work being performed under this Agreement, procure and maintain the following minimwn insurance coverage to protect the City and Contractor against all loss, claims, damage and liabilities caused by Contractor, its agents, sub-Contractors or employees, as indicated below: o Comprehensive General liability insurance, including broad form contractual liability coverage for all operations, including, but not limited to, contractual, CIOII-021 AGREEl\1ENT 3 ~. ~ City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax products, and completed operations, personal injury and property damage liability with minimum limits of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) aggregate. o Worker's Compensation, as required by law, but with no less than $1,000,000.00 for Employer's Liability. o Business Automobile Liability which shall include coverage for all owned, non- owned and hired vehicles for minimum limits of not less than One Million Dollars ($1,000,000.00) per occurrence, One Million Dollars ($1,000,000.00) per accident for bodily injury and Five Hundred Thousand Dollars ($500,000.00) per accident for property damage. Insurance required of the Contractor shall be primary to, and not contribute with, any insurance or self-insurance maintained by the City. Such insurance shall not diminish Contractor's inderrmification and obligations hereunder. The insurance policy(ies) shall be issued by companies authorized to do business under the laws of the State of Florida and acceptable to the City with a minimum A.M. Best rating of A-Excellent. Before any work under this Agreement is performed, and at any time upon request, Contractor shall furnish to the City certificates of insurance evidencing the minimum required coverage and shall be appropriately endorsed for contractual liability, with the City named as additional insured. All policies shall contain a waiver of subrogation endorsement. All policies and certificates shall be in forms and issued by insurance companies acceptable to the Manager or his designee. All insurance policies and certificates of insurance shall provide that the policies may not be canceled or altered without thirty (30) days prior written notice to the City. Contractor shall also require and ensure that each of its sub-Contractor(s) providing services hereunder (if any) procures and maintains, until the completion of the services, insurance of the types and to the limits specified herein. ANY EXCEPTIONS TO THE INSURANCE REQillREl\1ENTS IN TillS SECTION MUST BE APPROVED IN WRITING BY THE CITY. 8. TERMINATION AND REl\1EDIES FOR BREACH. A. If, through any cause within reasonable control, the Contractor shall fail to fulfill in a timely marmer or otherwise violate any of the covenants, agreements or stipulations material to this Agreement, the City shall have the right to terminate the Services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of the Agreement and grant Contractor ten (10) days to cure such default. If the default remains uncured after ten (10) days the City may terminate ClOII-021 AGREEMENT 4 '<",. ~ .~,~.. City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax this Agreement, and the City shall receive a refund from the Contractor in an amount equal to the actual cost of a third party to cure such failure. If Contractor fails, refuses, or is unable to perform any term of this Agreement, City shall pay for services rendered as of the date of termination. (i.) In the event of termination, all finished and unfinished documents, data and other work product prepared by Contractor (and sub Contractor (s)) shall be delivered to the City and the City shall compensate the Contractor for all Services satisfactorily performed prior to the date of termination, as provided in Paragraph 4 herein. (ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the Agreement by Contractor and the City may reasonably withhold payment to Contractor for the purposes of set -off until such time as the exact amount of damages due the City from the Contractor is determined. B. Termination for Convenience of City. The City may, for its convenience and without cause terminate the Services then remaining to be performed at any time by giving Contractor ten (10) days written notice. The terms of Paragraph A(i) and A(ii) above shall be applicable hereunder. C. Termination for Insolvency. The City also reserves the right to terminate the remaining Services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. 9. ARBITRATION. It is the intention of the parties that whenever possible, if a dispute or controversy arises hereunder then such dispute or controversy shall be settled by arbitration in accordance with the procedures, rules and regulations of the American Arbitration Association. The decision rendered by the Arbitrator shall be final and binding upon the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Arbitration shall be held in Miami-Dade County, Florida. All costs of arbitration and attorneys' fees incurred by the parties shall be paid by the non-prevailing party or, if neither party prevails on the whole, each party shall be responsible for a portion of the costs of arbitration and their respective attorneys' fees as may be determined by the court on confIrmation. 10. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term of this Agreement or any time for a period of 10 (Ten) years subsequent to that date upon which the Contractor shall leave the employment of the City for any reason whatsoever, disclose to any person or entity, other than in the discharge of the duties of the Contractor under this Agreement, any information which the City designates in writing as "confidential." As a violation by the ClOII-021 AGREEMENT 5 '';:, ., , City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Contractor of the provisions of this Section could cause irreparable injury to the City and there is no adequate remedy at law for such violation, the City shall have the right, in addition to any other remedies available to it at law or in equity, to enjoin the Contractor from violating such provisions. 11. NOTICES. AIl notices and other communications required or permitted to be given under this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise provided herein) (i) by certified or registered mail, fIrst class postage prepaid, return receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier service, or (iii) by facsimile with confmnation receipt (with a copy simultaneously sent by certified or registered mail, fIrst class postage prepaid, return receipt requested or by overnight delivery by traditionally recognized courier service), addressed to such party as follows: If to the City: Rick Conner With a copy to: City Manager Hans Ottinot City of Sunny Isles Beach City Attorney 18070 Collins Avenue City of Sunny Isles Beach Fourth Floor 18070 Collins A venue Sunny Isles Beach, Florida 33160 Fourth Floor Tel: (305) 792-1701 Sunny Isles Beach, Florida 33160 Tel: (305) 792-1702 If to the Contractor : Staples Contract & Commercial, Inc. Scott Baron, Regional Vice President Tel: ( ) 12. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue shall be in Miami-Dade County, Florida. 13. AUDIT. The Contractor shall make available to the City or its representative all required financial records associated with the Agreement for a period of Three (3) years. 14. NON-DISCRIMINATION. The Contractor agrees to comply with all local and state civil rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Title 1 of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the CIOII-021 AGREEMENT 6 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11248 as amended by Executive Orders 11375 and 12086. The Contractor will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. The Contractor will take affIrmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of payor other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this non- discrimination clause. The Contractor agrees to comply with any Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.c. 708), which prohibits discrimination against the handicapped in any Federally assisted program. 15. CONFLICT OF INTEREST. The Contractor agrees to adhere to and be governed by the Miami-Dade County Conflict of Interest Ordinance Section 2-11.1, as amended; and by Chapter 33 of the City of Sunny Isles Beach Code of Ordinances, which are incorporated by reference herein as if fully set forth herein, in connection with the Agreement conditions hereunder. The Contractor covenants that it presently has no interest and shall not acquire any interest, directly or indirectly which should conflict in any manner or degree with the performance of the Services. The Contractor further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Contractor. The Contractor guarantees that he/she has not offered or given to any member of, delegate to the Congress of the United States, any or part of this contract or to any benefit arising therefrom. 16. CONFLICTING PROVISIONS. The terms and conditions in this Agreement supersede any other conflicting provisions that are contained in any other document, including any attachment hereto. 17. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and may be amended, waived, changed, modified, extended or rescinded only by in writing signed by the party against whom any such amendment, waiver, change, modification, extension and/or rescission is sought. 18. INDEMNIFICATION AND WAIVER OF LIABILITY. The Contractor agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the City, its agents, representatives, officers, directors, officials and employees from and against claims, damages, losses and expenses (including but not limited to attorney's fees, arbitration costs, and costs of appellate proceedings) relating to, arising out of or resulting from the Contractor's negligent acts, errors, mistakes or omissions relating to professional Services performed under this Agreement. The Contractor's duty to defend, hold harmless and indemnify the City, its agents, CIOII-021 AGREEl\1ENT 7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax representatives, officers, directors, officials and employees shall arise in connection with any claim, damage, loss or expense that is attributable to bodily injury; sickness; disease; death; or injury to impairment, or destruction of tangible property including loss of use resulting therefrom, caused by any negligent acts, errors, mistakes or omissions related to Services in the performance of this Agreement including any person for whose acts, errors, mistakes or omissions the Contractor may be legally liable. The parties agree that TEN DOLLARS ($10.00) represents specific consideration to the Contractor for the indemnification set forth in this Agreement. 19. COMPLIANCE WITH LAW. Contractor shall comply with all laws, regulations and ordinances of any federal, state, or local governmental authority having jurisdiction with respect to this Agreement ("Applicable Laws") and shall obtain and maintain any and all material permits, licenses, approvals and consents necessary for the lawful conduct of the activities contemplated under this Agreement. 20. l\flSCELLANEOUS. A. In the event any proVIsIOn of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable provisions had been severed and deleted. B. This Agreement may be executed in multiple identical counterparts, each of which shall be deemed an original for all purposes. C. No waiver of any provision of this Agreement shall be valid or enforceable unless such waiver is in writing and signed by the party granting such waiver. [remainder of page intentionally left blank] ClOll-021 AGREEMENT 8 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax IN WITNESS WHEREOF, the parties hereto have executed this Agreement m duplicate on the day and year fIrst written above. WITNESSES: ST APLES CONTRACT & COMMERCIAL, INe. Signature Print Name BY: Signature and Title WITNESSES: Signature Print Name ATTEST: BY: Jane A. Hines, CMC, City Clerk CITY OF SUNNY ISLES BEACH 0J'~;/b{;; / rman S. Edelcup!Mayor APPROVED AS TO FORM AND LEGALS N Y ClOll-021 AGREEMENT 9 ** INBOUND NOTIFICATION : FAX RECEIVED SUCCESSFULLY ** TIME RECEIVED January 14, 2011 8:24:05 AM EST 01/14/2011 09:10 FAX 4073275124 REMOTE CSID DURATION PAGES 4073275124 35 1 Kimberly Moran - Staples STATUS Received 141001/001 _., ~1/1~/2011 11:04 4789713891 STAPLES BUSINESs ADV PAGE EllIl?Il _AcNanblge January 13, 2011 Mr. Man: Tulloch pWl:haSlng Agent, Finance Department 18070 eoml1$ Avenue Fourtf1 Floor Sunny Isles eeach, F10rfda 33160 ~ Re: Agreement between contractor and the City for Office IlInd Educational CoTl$UTTlables Dear Mr. Tulloch: As you know, the staples Contnlct & Commerdel, Inc., operatlng Bli Staples Adwntage, and the F1011da Department of Management SeNloes e~ into a contract on October 18, 2010 for Of'fice and Eduoationsl Consumables. As an authorized representative of Staples Advantage, I am hereby agreeIns tn~ the City of Sunny Isles Beach may .piggy baeW' off the contract belween Staples Advantage find the Ronda Departments of Management Services for Office and Educational ConsutnMles. By entering Into this agreement with the city of Sunny Isles 6$Qd1, the stap6es AdVantage shall honor the same ~rms and conditions, including but not limited to the contrad term and priQng, L6~ Scott Barron Regional V1ce President Cc: Angetina VNSnCO K1mberty Moran ;!,-, ~ """ ~ ,1 ,1,:' ~J :.1 D Attachment "A" I Preview Page 1 of 1 City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City 11:111 (305) 949-3113 F:I' MEMORANDUM TO: The Honorable Mayor and City Commission FROM: Minai Shah, Assistant City Manager-Finance DATE: 1/20/2011 RE: A ward of office supplies contract to Office Depot and Staples RECOMMENDA TION: Staff is recommenJing the City Commission approve the attached resolution to enter into a three year agreement with ()ffice Depot and a three year agreement with Staples for the purchase of office supplies anJ other reyuireJ supplies and eyuipment. REASONS: The City currently uses Office Depot and Quill to procure office supplies. The agreement with Office Depot expired on December 30, 2010. The City evaluated three vendors Office Depot, Staples, and Quill to determine best pricing. The table below represents the City's frequently purchased items encompassing 35% of total purchases at its current pricing and proposed pricing from Office Depot, Staples, and Quill. ClIRRENT PROPOSED Office Depot/ Quill Office Depot Staples Quill Description Qty llnit Price Ex t Price lInit Price Ex' Price lInit Price Ex t Price lInit Price Ex! Price Dixie@ Perfectouch@ Hot Cups, 12 Oz (500ct) 63 105.83 6,667.29 80.60 5,077. 80 32.00 2,015.75 89.96 5,66748 "'alar Toner-HP 40 86.75 3,470.00 80.15 3,206.00 78.55 3,141.88 91.99 3,679.60 Black Toner-HP-Q5949A or similar 47 67.60 3,177.20 65.37 3,072.39 64.06 3,010.94 80.00 3,760.00 Plate, 10-1/4 Paper (500ct) 12 70.75 849.00 102.76 1,233.12 69.76 837.12 119.96 1,439.52 Utensils (I ,000ct) 33 3040 1,003.20 24.56 81048 20.00 659.87 66.99 2,21067 Creamer Coffeemate 220z 93 5.30 492.90 4.89 454.77 3.67 341.31 549 510.57 Sugar, Canister, 20 oz 3/pk 95 3.82 362.90 4.17 396.15 3.33 316.35 549 521.55 Duster, Air 100z 57 3.74 213.18 5.86 334.02 2.53 144.21 7.99 45543 XEROX Copy Paper 8.5xl1 10lCT 262 34.20 8,96040 2848 7,461.76 30.63 8,025 06 5999 15,71738 Index, Maker, Laser Printer 51' AB25 16 54.75 876.00 40.66 650.56 58.85 941.60 85.99 1,375.84 Pop-Up Notes, 3" x 3", Yellow 38 18.14 689.32 5.78 219.64 7.92 300.82 6.99 265.62 "'otfeemate, Reg canister II oz 93 1.76 163.68 1.99 185.07 2.17 201.81 2.99 278.07 17ebra@Z-GripTM Retractable Ballpoint Pens 53 3.11 164.83 2.21 116.95 3.24 171.53 5.67 300.51 Lilier. Sheet, Easy Flow 2 80 1.73 13840 0.56 44.80 0.68 5440 1.99 159.20 TOTAL $ 27,228.30 $ 23,263.51 $ 20,162.65 $ 36,341.44 Based on the evaluation, staff deems that Staples will otTer the City the best pricing with breakroom supplies. toner and paper and Office Depot offers the best pricing with binders, folders, pens, and other like supplies. Based on this evaluation and City needs, staff deems the City will recognize a minimum annual savings of approximately 30%, which would equate to approximately $24.000 over the current spending. The City will piggyback the State of Florida award to Office Depot and to Staples based on the State of Florida March 31, 2010 Invitation to Negotiate (ITN) Number 618-001-10-1 for office and educational consumables which was awarded on July 15,2010 and pricing was finalized in December 2010. FUNDING SOURCE: Office Supplies Account Number 01-5 J 3-551 0 and Pelican Community Park accounts 10-573-5571. 10-573-5572. and 10-573-5575 for program supplies. ATTACHMENTS: . Resolution http://sibagenda.sibfl.net/agenda/Preview.aspx?ItemID=369&MeetingID=O&MeetingDate... 11 J 3/2011