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Agenda 07/28/2009 Item #16E15—,n'- �t` --M No. 16E15 ,July 28, 2009 Page i c,'6 EXECUTIVE SUMMARY Recommendation for the Board of County Commissioners to approve the Assumption Agreement from Corporate Express Business Interiors ( "CEBI ") to Staples Contract & Commercial, Inc., operating as Business Interiors by Staples ( "Staples "), for janitorial supplies for the Emergency Medical Services (EMS) Department, office supplies for multiple departments, and systems furniture for the new Emergency Services Center (ESC). OBJECTIVE: To gain approval from the Board of County Commissioners to complete the assignment of the Assumption Agreement from Corporate Express Business Interiors ( "CEBI ") to Staples Contract & Commercial, Inc., operating as Business Interiors by Staples ( "Staples "), for janitorial supplies for the Emergency Medical Services (EMS) Department, office supplies for multiple departments, and systems furniture for the new Emergency Services Center (ESC). CONSIDERATIONS: On May 25, 2006, the Board approved award of Contract 06 -4006 to CEBI for janitorial supplies for EMS. On September 11, 2007, the Board approved award of Contract 07 -4127 to CEBI for office supplies to be used by multiple departments. On December 16, 2008, the Board approved Contract 09 -5158 to CEBI for systems furniture for the ESC. These agreements remain in force. In July 2008, by virtue of a tender offer for all of the outstanding capital stock of Corporate Express N.V., Staples became the successor in interest to CEBI. The County staff was notified on June 2, 2009, of the purchase. Following the Procurement Administration Procedures, staff has acquired the necessary documents from Staples, which have been reviewed and approved by the Office of the County Attorney. The Purchasing Department is recommending approval of the assumption of the three Contracts by the successor firm, Staples. FISCAL IMPACT: There is no fiscal impact associated with this Executive Summary. GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with this Executive Summary. LEGAL CONSIDERATIONS: This item is legally sufficient for Board action. This item is a regular item requiring a majority vote. — JBW RECOMMENDATION: That the Board of County Commissioners approves the Assumption Agreement from Corporate Express Business Interiors ( "CEBI ") to Staples Contract & Commercial, Inc., operating as Business Interiors by Staples ( "Staples "), and authorizes the Chairman to sign the Assumption Agreement from CEBI to Staples for the janitorial supplies, office supplies, and systems furniture contracts as referenced above. PREPARED BY: Diana De Leon, Contracts Technician, Purchasing Department Page 1 of 1 A;! ili ''Lerrl No. 16F—',5 Jul} 28. 2009 Page 2 Jr 5 file: / /C:AARendaTest \EXDort\133 -July %2028.% 202009 \16. %2000NSENT %20AGENDA \1... 7/22/2009 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS Item Number: i 6E i 5 Item Summary: Recommendation for the Board of County Commissioners to approve and authorize the Chairman to sign the Assumption Agreement from Corporate Express Business Interiors (CEBI) to Staples Contract & Commercial, Inc.. d!b /a Staples Advantage (Staples) for Janitorial Supplies for Emergency Medical Services (EMS) Department, Office Supplies for multiple departments, and Systems Furniture for the New Emergency Services Center (ESC). Meeting Date: 7128/2009 9:00:00 AM Prepared By Diana DeLeon Administrative assistant Date Administrative Services Purchasing 7116/2009 1:22:46 PM Approved By Steve Carnell Purchasing /General Svcs Director Date Administrative Services Purchasing 7/1612009 3:34 PM Approved By Len Golden Price Administrative Services Administrator Date Administrative Services Administrative Services Admin. 7,11 '11201.19 "0:34 AM Approved By OMB Coordinator OMB Coordinator Date County Manager's Office Office of Management & Budget 7117!2009 10:43 AM Approved By Jeff Klatzkow Courty Attorney Date Colur;ty A.ttorncy r^urty fi:ttor as, nffic. ,:20/2:'.09 3:12 P,:? Approved By Sherry Pryor Management & Budget Analyst Date County Manager's Office Office of f.I;anagement & Budget 7120/20u'9 3:21 PM Approved By Lee E. Ochs, Jr. Deputy County ,tanager Date Board of County Commissioners County Manager's Office 7/20/2009 6:00 PM file: / /C:AARendaTest \EXDort\133 -July %2028.% 202009 \16. %2000NSENT %20AGENDA \1... 7/22/2009 Oilbusiness interiors - BY STAPLES June 2. 2009 1456 T4 PI * * * * * * * * * * * * * * * * * ** *AUTO* *MIXED AADC 800 COLLIER COUNTY GOVERNMENT 3301 TAMIAMI TRL E NAPLES, FL 34112-4961 Dear Valued Customer: r — ,�✓ 3 n .. L "I'l9 �iCGC�� 1 L �U(9�U-�l loa Staples acquisition of Corporate Express (CE) in July 2008 combined two of the world's best office - products companies resulting in a global- organization with a full suite of product and service offerings. As part of that acquisition, Staples, Inc. is excited to welcome Corporate Express Business Interiors (CEBI) to the Staples Advantage family. Since the acquisition last July, the Staples and Corporate Express Business Interior teams have been working together to integrate our companies and our furniture offerings for our customers. We are excited to announce that Corporate Express Business Interiors will now be called Business Interiors by Staples. As of June 30, 2009, as a result of the integration, the seller under your agreement with CE will be Staples Contract & Commercial, Inc. The following information will help make this a seamless transition for you. As part of the recent changes, the name on your invoices is changing from Corporate Express to Staples Advantage (a division of Staples Contract & Commercial, Inc.). The remittance address remains the same. In addition, our tax ID is changing. Please visit www.StapiesW9.com to download an updated IRS Form W- or your records. Also, please update the name on your purchase orders from Corporate L, press to Staples Advantage befui'e July i, 2009. Should your organization be exempt from state and local sales tax, we want to make it easy for you to continue your tax -free purchasing from Staples. Please submit updated, state- required sales tax exemption documentation issued to "Staples. Inc. & Subsidiaries," prior to July 1, 2009. Please be sure to include your customer number on the documentation submitted. the care- irh.- C$- cusy�rayS to submit your or-amzat-lon's updfited sates tax exemptilan docume n`a`6-on: -- Fax: 303 -323 -6754 or Email: Tax ExemptUpdates(a Staples. com or Mail: Staples Shared Services Center Attention: Tax Exempt Updates 300 Arbor Lake Rd Columbia, SC 29223 Should you have tax - exempt related questions, please email us at T axExemptUpdates(a Staples.com. Or, should you need more information about any of the above, please visit www.StapiesW9.com. We have posted some commonly asked questions there as well as additional contact information. We are excited for what our combined company can offer you. Thank you for your business and we look forward to working with you in the tru ure. hest Kegards, John Michael Vice President Business Interiors by Staples Jul }f 28; 2909 Faye 4 of 5 STAPLES Dear Valued Customer: Staples' acquisition of Corporate Express (CE) ih July 2008 combined two of the world's best office products companies, resulting In a global organization with a full suite of product and service offerings. Since the time of the acquisition, we have been working diligently to integrate the companies into one business from a branding, operational and functional perspective. As of June 30, 2009, as a result of the integration, the seller under your agreement with CE will be Staples Contract & Commercial, Inc. As part of the recent changes, the name on your invoices is changing. In addition, our tax ID is changing. The remittance address remains the same. Payments should be remitted only in accordance with the remittance address provided on your invoice remittance slip. For your records, attached is an updated IRS Form W -9 Request for Taxpayer Identification Number and Certification for Staples Contract & Commercial, Inc., which certifies its status as a corporation exempt from federal income tax withholding. This IRS Form W -9 applies to existing, as well as newly integrated and re- branded divisions of Staples Contract & Commercial, Inc., including: • Staples Advantage (including Corporate • Staples Promotional Products (including Express Office Products) Corporate Express Promotional Marketing) • Wisconsin Document Imaging (formerly • Business Interiors by Staples (formerly Wisconsin Business Machines) Corporate Express Business Interiors) • Coastwide Laboratories 4 `� ` iQ' J8iaples'Technology Solutions ( /CGS) • Staples Facility Solutions If you have any questions, please visit www.StaplesW9.com, on which we have posted some commonly asked questions, as well as additional contact information. We appreciate your help as we work to fully integrate our companies. As always, we sincerely appreciate your business, and we look forward to'a long and fruitful relationship together. Sincerely, Staples Financial Services Team iY .fir' . 8i. i J P 5 o' 6 ASSUA,I PION AGI E w E_ i This Assumption Agreement is made and entered into as of 2009, by and between Staples Contract & Commercial, Inc. operating as Business Interiors by Staples ( "Staples ") or "Contractor ", and Collier County, a political subdivision of the State of Florida ( "County "). WHEREAS, on May 25, 2006, the Collier County Board of County Commissioners awarded bid 06 -4006 to Corporate Express Business Interiors (CEBI) for Janitorial Supplies for the Emergency Medical Services (EMS) Department (hereinafter referred to as "Agreement 1 "); and WHEREAS, on September 11, 2007, the Collier County Board of County Commissioners awarded bid 07 -4127 to CEBI for Office Supplies (hereinafter referred to as "Agreement and WHEREAS, on December 16, 2008, the Collier County Board of County Commissioners awarded bid 09 -5158 to CEBI for Systems Furniture for the New Collier County Emergency Services Center (ESC) (hereinafter referred to as "Agreement 3 "); and WHEREAS, Staples hereby represents to Collier County that by virtue of a tender offer for all of the outstanding capital stock of Corporate Express Staples is the successor in interest to CEBI in relation to Agreements 1, 2 and 3, hereinafter "Collective Agreements "; and WFIEREAS, The parties Vv "iSli to fisririaliZe Staples' aSSuilpticn Of rigllr.S and obligations under the Agreements, eff ctive as of the date first above ,,written. h FJ'�ZIT T "!� '�T_^(� TXT ,(�F \NIS!� A-rTC( M +' .. 1 +i,;,, A f..., .\fO YV' HE-R FORL, L V t,.Ui.V l.L /ii \12 11V.\ of +Tl.�. lii U L'a.:af prVf.111J� J 1.2 t11CJ I9..7JtLt 127 L1V11 Agreement, and for other good and ,,aluabie consideration, the receipt and sufficiency of which are acknowledged by the parties, A is agreed as toilox s: 1. Staples accepts and assumes all rights, duties, benefits, and obligations of CE.BI under the Collective A eei7lelitS, 'Encluuing all t;:"tuiing and Iture obiilpz iors to pay and pe,r:j:orm udder the Collective na <__>reeinents. 2. Staples has delivered to County evidence of insurance consistent with the Collective <egrccmcnts. 3. Except as expressly stated, no CurLher suppleilients to, or mouifications of, the Collective Agr c Linen -ls are contemplated by the par ties. Noti L - - -C rcquircd ur. cr. < — v11vl. Li ve ill i,'.Jisl -:liS ;.O tre 3� tt iO �,,ori eteta..e...rl i: il ir'w �L�r44•t�viJ t..l. CG INN TRAC' 0_K ':�t I-5 Con- -act Commercial. Inc. 12730 Co;liiion tre, S ^?ite Fort _vjye.rs, Fiol'da 3 39 13 -5 :03 7 .• 11 A�er;tioi1: Clrxii C'UTFOii Age: l-a Item No. 157-15 JuIv 28, 2009 Page 6 of 6 With a copy to: Staples Contract & Commercial, Inc. 500 Staples Drive Framingham, MA Attention: General Counsel S. 'Me County hereby consents to Staples' assumption of the Collective Agreements. No waivers of performance or -extensions of time to perform are granted or authorized. The County will treat Staples as the Contractor for all purposes under the Agreement IN WITNESS WHEREOF, the wridersigned have executed and delivered this Assumption Agreement, effective as of the date first shove written. FOR COLLIER COUNTY: ATTEST-, BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, Clark COLLIER COUNTY, FLORIDA By: Deputy Clerk DONNA FIALA, CHAIkM FOR Stapieg Contract & Commerciak tnt-- T i t!,-- - An ved as to farnt and 'icp! sufli-.iencr. PM By: Aast.,nant Co: n7y At%,-ncy Date: