#09-5263 (Staples)
A G R E E MEN T 09-5263
for
Office Supplies County Wide
THIS AGREEMENT, made and entered into on this 10th day of November 2009, by and
between Staples Contract & Commercial, Inc., authorized to do business in the State of
Florida, whose business address is 12730 Commonwealth Drive, Suite 9, Fort Myers, Florida
33913, hereinafter called the "Contractor" and Collier County, a political subdivision of the
State of Florida, Collier County, Naples, hereinafter called the "County":
WIT N E SSE T H:
1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on
November 10, 2009, and terminating on November 9, 2010.
The County may, at its discretion and with the consent of the Contractor, renew the
Agreement under all of the terms and conditions contained in this Agreement for three
(3) additional one (1) year periods. The County shall give the Contractor written notice
of the County's intention to extend the Agreement term not less than ten (10) days prior
to the end of the Agreement term then in effect.
2. STATEMENT OF WORK. The Contractor shall provide office supplies in accordance
with the terms and conditions of Bid #09-5263 and the Contractor's proposal referred to
herein and made an integral part of this agreement. This Agreement contains the entire
understanding between the parties and any modifications to this Agreement shall be
mutually agreed upon in writing by the Contractor and the County project manager or
his designee, in compliance with the County Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized.
3. COMPENSATION. The County shall pay the Contractor for the performance of this
Agreement the aggregate of the units actually ordered and furnished at the unit price
for the core items listed on Exhibit A, attached hereto and incorporated herein by
reference. Core item numbers and/ or descriptions may be changed from time to time
in accordance with notice from the Contractor. All other catalog items will be paid at a
fifty-one percent (51 %) discount off catalog price. This Agreement excludes all
furniture items (Le., chairs, book cases, filing cabinets) and technology equipment (Le.,
including, but not limited to printers, cables, mouse, and keyboards). Payment will be
made upon receipt of a proper invoice and upon approval by the department placing
the order, and in compliance with Chapter 218, Fla. Stats., otherwise known as the
"Local Government Prompt Payment Act".
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4. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes
associated with the Work or portions thereof, which are applicable during the
performance of the Work.
5. NOTICES. All notices from the County to the Contractor shall be deemed duly served
if mailed, faxed or emailed to the Contractor at the following Address:
Staples Contract & Commercial, Inc.
2305 SW 32nd Avenue
Pembroke Park, Florida 33023
Attention: Jeff Spiro, District Sales Manager
Telephone: 954-744-3133
Facsimile: 954-744-3101
Email: Jeff.Spiro@staples.com
All Notices from the Contractor to the County shall be deemed duly served if mailed,
faxed or emailed to the County to:
Collier County Government Center
Purchasing Department - Purchasing Building
3301 Tamiami Trail, East
Naples, Florida 34112
Attention: Steve Carnell, Purchasing/ GS Director
Telephone: 239-252-8371
Facsimile: 239-252-6584
Email: stevecarnell@colliergov.net
The Contractor and the County may change the above mailing address at any time
upon giving the other party written notification. All notices under this Agreement must
be in writing.
6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating
a partnership between the County and the Contractor or to constitute the Contractor as
an agent of the County.
7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits
necessary for the prosecution of the Work shall be obtained by the Contractor. Payment
for all such permits issued by the County shall be processed internally by the County.
All non-County permits necessary for the prosecution of the Work shall be procured
and paid for by the Contractor. The Contractor shall also be solely responsible for
payment of any and all taxes levied on the Contractor. In addition, the Contractor shall
comply with all rules, regulations and laws of Collier County, the State of Florida, or the
U. S. Government now in force or hereafter adopted. The Contractor agrees to comply
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with all laws governing the responsibility of an employer with respect to persons
employed by the Contractor.
8. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to
use in any manner whatsoever, County facilities for any improper, immoral or offensive
purpose, or for any purpose in violation of any federal, state, county or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in
effect or hereafter enacted or adopted. In the event of such violation by the Contractor
or if the County or its authorized representative shall deem any conduct on the part of
the Contractor to be objectionable or improper, the County shall have the right to
suspend the contract of the Contractor. Should the Contractor fail to correct any such
violation, conduct, or practice to the satisfaction of the County within twenty-four (24)
hours after receiving notice of such violation, conduct, or practice, such suspension to
continue until the violation is cured. The Contractor further agrees not to commence
operation during the suspension period until the violation has been corrected to the
satisfaction of the County.
9. TERMINATION. Should the Contractor be found to have failed to perform his
services in a manner satisfactory to the County as per this Agreement, the County may
terminate said agreement for cause; further the County may terminate this Agreement
for convenience with a thirty (30) day written notice. The County shall be sole judge of
non-performance.
10. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as
to race, sex, color, creed or national origin.
11. INSURANCE. The Contractor shall provide insurance as follows:
A. Commercial General Liability: Coverage shall have minimum limits of $500,000
Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property
Damage Liability. This shall include Premises and Operations; Independent
Contractors; Products and Completed Operations and Contractual Liability.
B. Business Auto Liability: Coverage shall have minimum limits of $500,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property
Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned
Vehicles and Employee Non-Ownership.
C. Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
The coverage must include Employers' Liability with a minimum limit of $500,000
for each accident.
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Special Requirements: Collier County Government shall be listed as the
Certificate Holder and included as an Additional Insured on the Comprehensive
General Liability Policy.
Current, valid insurance policies meeting the requirement herein identified shall
be maintained by Contractor during the duration of this Agreement. Renewal
certificates shall be sent to the County thirty (30) days prior to any expiration date.
There shall be a thirty (30) day notification to the County in the event of
cancellation or modification of any stipulated insurance coverage.
Contractor shall insure that all subContractors comply with the same insurance
requirements that he is required to meet. The same Contractor shall provide
County with certificates of insurance meeting the required insurance provisions.
12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the
Contractor shall indemnify and hold harmless Collier County, its officers and
employees from any and all liabilities, damages, losses and costs, including, but not
limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone
employed or utilized by the Contractor in the performance of this Agreement. This
indemnification obligation shall not be construed to negate, abridge or reduce any other
rights or remedies which otherwise may be available to an indemnified party or person
described in this paragraph.
This section does not pertain to any incident arising from the sole negligence of
Collier County.
13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf
of the County by the Purchasing Department.
14. CONFLICT OF INTEREST: Contractor represents that it presently has no interest and
shall acquire no interest, either direct or indirect, which would conflict in any manner
with the performance of services required hereunder. Contractor further represents
that no persons having any such interest shall be employed to perform those services.
15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached
component parts, all of which are as fully a part of the contract as if herein set out
verbatim: Contractor's Proposal, Insurance Certificate, Bid #09-5263 Specifi-
cations/Scope of Services and Addendum.
16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between
the parties herein that this agreement is subject to appropriation by the Board of County
Commissioners.
17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual
shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other
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item of value to any County employee, as set forth in Chapter 112, Part III, Florida
Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative
Procedure 5311. Violation of this provision may result in one or more of the following
consequences: a. Prohibition by the individual, firm, andj or any employee of the firm
from contact with County staff for a specified period of time; b. Prohibition by the
individual andj or firm from doing business with the County for a specified period of
time, including but not limited to: submitting bids, RFP, andj or quotes; and, c.
immediate termination of any contract held by the individual andj or firm for cause.
18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement,
the Contractor is formally acknowledging without exception or stipulation that it is fully
responsible for complying with the provisions of the Immigration Reform and Control
Act of 1986 as located at 8 U.s.e. 1324, et seq. and regulations relating thereto, as either
may be amended. Failure by the Contractor to comply with the laws referenced herein
shall constitute a breach of this agreement and the County shall have the discretion to
unilaterally terminate this agreement immediately.
19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant contract to other governmental entities at the
discretion of the successful proposer.
20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or
otherwise unenforceable, in whole or in part, the remaining portion of this Agreement
shall remain in effect.
21. ADDITIONAL ITEMS/SERVICES. Additional items andj or services may be added to
this contract upon satisfactory negotiation of price by the Contract Manager and
Contractor.
22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted
by this Agreement to resolve disputes between the parties, the parties shall make a good
faith effort to resolve any such disputes by negotiation. The negotiation shall be attended
by representatives of Contractor with full decision-making authority and by County's
staff person who would make the presentation of any settlement reached during
negotiations to County for approval. Failing resolution, and prior to the commencement
of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon
Circuit Court Mediator certified by the State of Florida. The mediation shall be attended
by representatives of Contractor with full decision-making authority and by County's
staff person who would make the presentation of any settlement reached at mediation to
County's board for approval. Should either party fail to submit to mediation as required
hereunder, the other party may obtain a court order requiring mediation under section
44.102, Fla. Stat.
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Any suit or action brought by either party to this Agreement against the other party
relating to or arising out of this Agreement must be brought in the appropriate federal or
state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction
on all such matters.
IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an
authorized person or agent, hereunder set their hands and seals on the date and year first above
written.
BOARD OF COUNTY COMMISSIONERS
COLLIER C UNTY, FLORIDA
By: ~ d~
Donna Fiala, Chairman
Staples Contract & Commercial, Inc.
Contractor
~n~ W By: W~
Irst Witness Signature
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tType/print witness na~et
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Second Witness Typed signature and title
Approved as to form and Item # 1 b (;;' I
legal sufficiency:
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Date
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oAsgist3nt.County Attorney
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Print Name
Page 6 of6
~ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY)
10/5/2009
PRODUCER (678)539-4877 FAX: (678)539-4890 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Beecher Carlson - Atlanta ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
2002 Summit Blvd. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Suite 900
Atlanta GA 30319 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A: Ace American Ins. Co. 22667
INSURER B: Na t . Union Fire Ins. 19445
Staples, Inc. INSURERC: Indemni ty Ins. of N.A. 43575
500 Staples Drive INSURER D:
Framingham MA 01702 INSURER E:
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY
REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,
THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.
AGGREGATE L1MIT~ ~H()WN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I~~ ~~~ TYPE OF INSURANCE POLICY NUMBER P~k}~1~~8~ Pg~(~r:b~N LIMITS
A GENERAL UABILITY G2055973-1 2/1/2009 2/1/2010 EACH OCCURRENCE $ 1,000,000
- ~~~~~J?E~~J.?encel
X ~MERCIAL GENERAL LIABILITY $ 1,000,000
- ClAIMS MADE ~ OCCUR
- MED EXP (AlIv one carsonl $ 5,000
PERSONAL & ADV INJURY $ 1,000,000
GENERAL AGGREGATE $ 2,000,000
@'LAGGREnE ~~~ AnES PER: PROOUCTS - COMPIt"lP Ar-..r. $ 2,000,000
X POLICY JECT LOC
A AUTOMOBILE LIABILITY H0796141-8 2/1/2009 2/1/2010 COMBINED SINGLE LIMIT 3,000,000
f-- (Ea accident) $
~ ANY AUTO
'-- ALL OWNED AUTOS BODILY INJURY $
(Per person)
- SCHEDULED AUTOS
.2.. HIRED AUTOS BODILY INJURY $
X NON-OWNED AUTOS (Per accident)
-
- PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY AUTO ONL Y ~ EA ACCIDENT $
~ ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
B EXCESSJUMBRELLA LIABILITY 2227238 2/1/2009 2/1/2010 EACH OCCURRENCE $ 5,000,000
~ OCCUR D ClAIMS MADE AGGREGATE $ 5,000,000
$
=i DEDUCTIBLE $
RETENTION 5; $
A WORKERS COMPENSATION AND C4400S97-9 (AZ & CA) 2/1/2009 2/1/2010 X I T~~~I:UNs I OTH-
ER
EMPLOYERS' LIABILITY 1,000,000
ANY PROPRIETORlPARTNERlEXECUTIVE C4400598-0 (WI) E.L. EACH ACCIDENT $
C OFFICER/MEMBER EXCLUDED? C4400S99-2 (AOS) E.L. DISEASE - EA EMPLOYEE $ 1,000,000
II yes, describe under E.L. DISEASE - POLICY LIMIT $ 1,000,000
SPECIAL PROVISIONS below
A OTHER Other Empl Liabili ty C4400600-S (OH) 2/1/2009 2/1/2010 SIR Appl.ies
DESCRIPTION OF OPERATIONSlLOCATIONSlVEHICLESJEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
- Ref. Bid #09-5263
- The certificate holder and Collier County are included as Additional Insured to the extent they have a written
contract and follow all other terms and conditions within the insurance contract, for any and all work performed on
behalf of Collier County.
- Waiver of Subrogation Applies.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
Collier County Board of Commissioners EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL
Naples, FL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT
FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE
INSURER,ITS AGENTS OR REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE ~JJJ!
Robert Hessel/DIANST
ACORD 25 (2001/08) @ACORD CORPORATION 1988 i
INS025 (0108).08a Page 1 012 I
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