HomeMy WebLinkAboutC31281 - Extend Contract with Office DepotContract No. C31281
CITY OF PALM DESERT
FINANCE DEPARTMENT
STAFF REPORT
Request: Exercise the option of the first of two one-year extensions to Contract No.
C31280 with Office Depot for procurement of general office supplies for the
City of Palm Desert
Date:
Contents:
Recommendation
October 25, 2012
Agreement
By Minute Motion, that the City Council exercise the option of the first of two
one-year extensions to Contract No. C31280 with Office Depot effective October
27, 2012, for the procurement of general office supplies for the City of Palm Desert.
Background
On October 27, 2011, following notification of solicitation of bids, the City Council awarded
Contract No. C31280 to Office Depot for the procurement of general office supplies. The contract
was for a period of one year, with two possible one-year extensions.
Over 90% of general office supplies such as colored copy paper, folders, writing instruments and
paper accessories are purchased through the online ordering system available through Office
Depot, and staff is satisfied that this process continues to meet the needs of the City.
This agreement between the City of Palm Desert and Office Depot is "piggybacked" on the State
of Florida, Department of Management Services, whose original term will expire on October 17,
2013 with an option to extend for three additional years. Staff recommends that at this time
Council exercise the City's option to extend the contract for one year.
Fiscal Impact
Continuing to contract with Office Depot secures the current low prices for an additional term, and
already offers extremely competitive pricing.
Sub *tted By:
Paul S. Gibson, Director of Finance
uth, City Manager
CITY COUNCILACTION
APPROVED_ DENIED
RECEIVED OTHER
MEETING DATE I C) - a .5 -a 01 �_
AYES: i F w qI k "Kroone.ai < < re- 0 t_
NOES: LQft--
ABSENT: _1l baP .
ABSTAIN: M WP _
VERIFIED BY: Jra
Original on File with City Clerk's 0—ffice
Contract No. C31280
EXECUTION COPY
THE STATE OF FLORIDA, DEPARTMENT OF MANAGEMENT SERVICES
PIGGYBACK CONTRACT
BETWEEN
CITY OF PALM DESERT
AND
OFFICE DEPOT, INC.
This Piggyback Contract ("Contract") is made and entered into this 27th day of October, 2011 ("Effective
Date"), by and between the City of Palm Desert (hereinafter referred to as the "Customer"), and Office
Depot, Inc., a Delaware corporation with corporate headquarters located at 6600 North Military Trail,
Boca Raton, FL 33496 (hereinafter referred to as "Office Depot").
WITNESSETH:
WHEREAS, the State of Florida, Department of Management Services and Office Depot entered into that
Contract 618-000-11-1, effective as of. October 18, 2010, for Office and Education Consumables,
including all exhibits and amendments thereto, pursuant to Invitation to Negotiate No. 618-001-10-1 (the
"Master Agreement"); and
WHEREAS, the Master Agreement permits government entities to purchase goods and services in
accordance with terms and conditions set forth in the Master Agreement; and
WHEREAS, the undersigned representative of the Customer is authorized, on behalf of the Customer, to
contract with Office Depot for the purchase of the office supplies and services in accordance with the
terms of the Master Agreement; and
WHEREAS, the Customer has requested, and subject to the terms and conditions herein, Office Depot
hereby agrees to offer products in accordance with the Master Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, benefits and promises herein stated and
in conjunction with the cooperative agreement referenced, the parties hereto agree to the following terms
and conditions:
INCORPORATION OF MASTER AGREEMENT.
The purpose of this Contract is to allow the Customer to purchase supplies from Office Depot at
the discounted prices set forth in the Master Agreement. To that end, the Master Agreement is
hereby incorporated by reference as if set forth herein in its entirety, including all subsequent
amendments thereto.
2. CREDIT TERMS.
Customer's credit limit shall be established by Office Depot's credit department. Office Depot
reserves the right to lower Customer's credit limit or refuse to ship any orders if at any time: (a)
Customer's account is materially past due and Customer has not responded with a reasonable
response within three (3) business days of written notice of said delinquency to work with Office
Depot to resolve the issues; (b) in Office Depot's commercially reasonable opinion, Customer's
credit standing becomes impaired as a result of Customer's payment habits having slowed down
to an unsatisfactory level with all non -critical suppliers including Office Depot; (c) Customer's
financial condition becomes unstable based on Customer's financial reports or reputable third
party ratings, or (d) if there are severe risk alerts from reputable third party credit bureaus.
3. 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 upon delivery if sent via reputable overnight
delivery service and addressed to the appropriate party at its mailing address set forth below:
Contract No. C31280
EXECUTION COPY
To Customer: City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, CA 92260
Attn: Rachelle D. Klassen, CMC City Clerk
To Office Depot: Office Depot, Inc.
6700 Auto Mall Parkway
Fremont, CA 94538
Attn: Patrick H. Welch, Regional Vice President
with a copy to: Office Depot, Inc.
6600 North Military Trail
Boca Raton, FL 33496
Attn: Office of the General Counsel
4. TERMINATION FOR CONVENIENCE.
Either party may terminate this Contract for convenience by providing the other party sixty (60)
days prior written notice.
IN WITNESS WHEREOF, the Customer and Office Depot have executed this Contract on the Effective
Date.
OFFICE DEPOT, INC.
By:
Name: PatricPatrick-W Welch
Title: Regional Vice President
Date: 2—
ATTE
Name: R the a D. Klassen. City Clark
City of Palm Desert: CA
Reviewed
a,. xt
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of k, yers,de-.
On ilt)uorq :RO12- before me, /rJ C'.177C1�fii]eZ �a>Rctr U IdccFjl,c
Date Here Insert Name and Titid of the OMcer
personally appeared jecti-) n). del),_Yli ----"
Name(s) of Signer(s)
M. G MARTINEZ
com^tission * 190633.
Notary Public - California
Riverside County
M Comm. Expires Oct 29, 4J,
who proved to me on the basis of satisfactory
evidence to be the person($) whose name($) is/ar4
subscribed to the within instrument and acknowledged
to me that Ob/shett4y executed the same in
t4ftr/ther authorized capacity(ids), and that by
hA/her/t�ir signature(A) on the instrument the
person( , or the entity upon behalf of which the
personv) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
Place Notary Seal Above 5 a re o Notary Public
OPTIONAL
Though the information below is not required by law, it may prove va uabfe top ons relying on he docume
and could prevent fraudulent removal and reattachment of is for o another docum
Description of Attached Doocut
Title or Type of Document:63ilr io ` �CC Dyf, � t .
Document Date: Number of Pages:_
Signer(s) Other Than Named Above:
Capacity(les) Claimed by Signer(s)
Signer's Name: ���ctn M- i�'(�11jUi1, Signer's Name:
❑ Corporate Officer — Title(s): —
❑ Individual
❑ Partner — ❑ Limited 17 General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
�Signer Is Re esenti g:
'1��In 1 1�/
D Corporate Officer — Title(s):
0 2009 National Notary Association • NauonalNotary.org • 1-800-US NOTARY (1-800-876.6827) Item s5907
Contract No. C31280
MWDSC
CONTRACT BETWEEN
FLORIDA DEPARTMENT OF MANAGEMENT SERVICES
AND
OFFICE DEPOT
CONTRACT 618-000-11-1
Q1, lead This Contract is by and between the State of Florida, Department of Management Services (Department),
Division of State Purchasing (Division), an agency of the State of Florida with offices at 4050 Esplanade
agency Way, Tallahassee, Florida 32399-0950, and Office Depot (Contractor).
Whereas, the Contractor replied to the Divisions Invitation to Negotiate (ITN), No.: 618-001-10-1 —
Office and Educational Consumables and
Whereas, the Division negotiated and accepted the best terms and conditions for Office and Educational
Consumables pursuant to Section 287.057(l) (c).
Accordingly, and in consideration of the mutual promises contained in the Contract documents, the
Department and the Contractor do hereby enter into this Contract.
1.0 NAME OF PROJECT
Office and Educational Consumables.
2.0 SUMMARY OF THE CONTRACTUAL SERVICES (SCOPE OF WORK)
The scope of products for this Office and Educational Consumables contract are described in
section 1.2 of the ITN document and are summarized in the table below. The Product Categories
listed below refers to categories covered under this agreement.
Product Categories in Scope
• Consumables
■ Breakroom & Cleaning Supplies
■ Folders, Binders & Accessories
■ Paper — Other
• Paper - 20W White (Recycled and Virgin)
• Toner HP
• Toner Non HP
• Toner Remanufactured
■ IT Peripherals
• Equipment
3.0 DELIVERABLES
The ITN identifies all the performance requirements and expectations to be satisfied by the
contractor throughout the term of the contract. However, included below are the primary
deliverables related to the scope of work above. Also included below are the required minimum
level of service and criteria for evaluating successful completion of each deliverable. The
Contractor will provide the following Deliverables:
3.1 Monthly Service Level Agreement Metrics and Reports:
Contract No.: 618-000-1 1-1
Page 1 of 6
MWDSC
Contract No. C31280
Q 14,
Delivery
A. Delivery Timing — The Contractor shall maintain an on -time delivery rate of 95% or
greater. On -time delivery will be defined as delivery of order within two (2) business
days of placement of order. This SLA supersedes Section 4.11 Transportation and
Delivery of the General Conditions. The contractor shall submit to the Department this
monthly service level agreement report in Microsoft Excel that details the on -time
delivery rate. Specifically, the report shall include the number of orders delivered
complete within the 2 business day requirement divided by total number of orders
delivered.
B. Order Accuracy - The Contractor shall maintain an order accuracy rate of 98% or
greater. Order accuracy rate is defined as the number of items delivered as ordered
divided by the total number of items ordered. The contractor shall submit to the
Department this monthly service level agreement report in Microsoft Excel that details
the order accuracy rate. Specifically, the report shall include the number of orders with
order accuracy rate of more than 98% divided by total number of orders.
C. Order Completeness / Fill - The Contractor shall maintain an order fill. rate of 95% or
greater. Order fill rate is defined as a number of items on an order filled completely as
ordered divided by to the total number of lines on an order. The contractor shall submit to
the Department this monthly service level agreement report in Microsoft Excel that
details the order fill rate. Specifically, the report shall include Number of orders with
order fill rate of more than 95% divided by total number of orders.
D. Price Accuracy - The Contractor shall maintain a price accuracy rate of 99.5% or
greater. Price accuracy is defined as the number of audited items each month where the
net price (calculated by multiplying the list price by 1 minus the discount % for that
product category) is equal to or less than the contract price (calculated by multiplying the
list price, outlined in Section 3.2, by 1 minus the discount % for that product category).
The Contractor shall obtain a third party firm at no additional cost to the State to conduct
external price audits on this contract. The Contractor shall contract with a third parry firm
(to be approved by the Department) to conduct a monthly random sampling (a minimum
of 570 items per month) of contract items to confirm the accuracy of list price, discount
% and net price. Specifically, the third party firm will confirm the prices displayed on the
Contractor's website are equal to or less than the contract terms. The third parry firm
shall provide a monthly report to the Department indicating the Price Accuracy Rate
(Price Accuracy Rate = the number of audited items each month where the net price
(calculated by multiplying the list price by I minus the discount % for that product
category) is equal to or less than the contract price (calculated by multiplying the list
price, outlined in Section 3.2, by 1 minus the discount % for that product category)
divided by the number of audited items). Also, at a minimum, the monthly report shall
identify items not in compliance with the contract terms, provide the date of the audit,
and screenshots of the Contractor's on-line catalog of all items in the random sample that
were not in compliance with the contract terms.
E. Backorder Fill — The contractor will ship backorders within five (5) calendar days of
original order, unless special circumstances apply. The contractor will submit to the
Department at the customer or the Departments request a report in Microsoft Excel that
details the item name and product ID, reason for shortage, and plan of action when
delivery may be expected or suggested replacement).
3.2 Quarterly Sales Report Data:
The Contractor shall report sales data to the Contract Manager on a quarterly basis using
the Contract Quarterly Reporting Form in Attachment G — Quarterly Reporting Form.
Contract No.: 618-000-1 l-1 Page 2 of 6
Contract No. C31280
The following summary data must be reported to the Contract Manager on a quarterly
basis:
• Total purchases on the contract for the quarter
• Total purchases on the contract for the quarter by Eligible User
• Total purchases for the quarter made using the State's Purchasing Card
• Total Certified Vendor (including Minority, Women, and. Service -Disabled
Veteran) purchases for the quarter by Eligible User.
The following detailed data must be reported to the Contract Manager on a quarterly
basis in Excel spreadsheet format:
• Eligible User (Customer) Entity Name
• Product Category
• Item Description
• Manufacturer Name
• Manufacturer Part Number
• UPC
• Unit of Measure
• Quantity Shipped
• Date Shipped
• List Price
• Invoice Price
• Core Item Flag (indicates if item is on Core Items list)
• P-Card Flag (indicates if transaction was paid for using a P-Card).
• Flag Purchases made within the stores (if applicable)
3.3 Annual Service Level Agreement Metrics and Reports:
A. Price Accuracy - The Contractor shall maintain a price accuracy rate of 99.5% or
greater. Price accuracy is defined as the number of audited items each month where
the net price (calculated by multiplying the list price by I minus the discount % for
that product category) is equal to or less than the contract price (calculated by
multiplying the list price, outlined in Section 3.2, by I minus the discount % for that
product category). The Contractor shall Contract with a third party firm (to be
approved by the Department) to conduct an annual (on each anniversary of the
contract effective date) sampling of Customer invoices (a minimum of 600 customer
invoices for the 12 month period) to confirm accuracy of list prices and discount %,
and that net prices of invoiced items are equal to or less than the contract terms.
Specifically, the third party firm will confirm the price charged to the Customer is
equal to or less than the contract terms during that time period. The third party firm
shall provide an annual report to the Department indicating the Price Accuracy Rate
(Price Accuracy Rate = the number of audited items each year where the net price
(calculated by multiplying the list price by I minus the discount % for that product
category) is equal to or less than the contract price (calculated by multiplying the list
price, outlined in Section 3.2, by I minus the discount % for that product category)
divided by the number of audited items). Also, at a minimum, the annual report will
include copies of the invoices in the random sample that were not in compliance with
the contract terms.
Contract No.: 618-000-11-1
Page 3 of 6
WDSC
Contract No. C31280
4.0 SUMMARY OF PEANALTY FOR FAILURE OF CONTRACTOR TO MEET
DELIVERALBES
The Contractor is required to meet the performance standards as described in Section 3.0 above.
Contractor is required to meet performance standards. for. Dolivery Timing, Order Accuracy,
Order Completeness/Fill and Price Accuracy on standard contract orders only, special/custom
orders can be excluded from the calculations of these performance standards. Failure to meet the
performance standards specified will result in the specified damages to the State as shown in the
chart below. On the 15'" of the month following the month being reported, the Contractor shall
submit a report to the Contract Administrator containing the information required in Section 3.0
above. Performance Assurances, if applicable, will be paid via check or money order made out to
the Department of Management Services in US Dollars within 30 days after report submission.
These damages are assessed for failures over each 12 month period beginning with the first full
month of contract performance and every 12 months thereafter.
Item
First
Second
Third
Fourth
Fifth
Each
Failure
Failure
Failure
Failure
Failure*
Additional
Failure
Submit Report
$0
$500
$500
$1,000
$2,000
$3 000
Delivery
$0
$0
S1,000
S1,000
S2,000
S3,000
Timing — less
than 95% on
time
Order
$0
$0
$1,000
$1,000
$2,000
$3,000
Accuracy —
less than 98%
of items
delivered are
accurate
Order
$0
$0
$1,000
$1,000
S2,000
$3,000
Completeness/
Fill — less than
95%
Price Accuracy
$0
$0
$2,000
$3,000
$4,000
$5,000
— less than
99.5%
*Note: if respondent fails to meet the performance standards 5 or more times in a 12 month contract
4 period, the State shall have grounds to initiate contract breach and termination proceedings.
ermination
WSC 5.0 EFFECTIVE DATE
12 This Contract shall begin on October 18, 2010, or on the last date in which it is signed by all
parties, whichever is later.
6.0 EJTIRATION DATE
ADSC This Contract shall expire three years from the effective date of the Contract, unless cancelled
2 earlier in accordance with its terms.
gDSC 7.0 RENEWAL
2 Upon mutual written agreement, the Department and the Contractor may renew the Contract for
up to three (3) years as allowed by Section 287.057 (13)(a), Florida Statutes and pursuant to the
provision of PUR 1000 Section 26.
Contract No.: 618-000-1 1-1 Page 4 of 6
Contract No. C31280
8.0 INTELLECTUAL PROPERTY
The parties do not anticipate that any intellectual property will be developed as a result of this
contract. Any intellectual property developed as a result of this contract will belong to and be the
sole property of the state. This provision will survive the termination or expiration of the contract.
9.0 PREFERRED PRICE
The Contractor agrees to submit to the Department at least annually an affidavit from an
authorized representative attesting that the Contractor is in compliance with the preferred pricing
provision in Section 5.14 Best Pricing Comparison of the ITN.
10.0 CONTRACT DOCUMENTS
This Contract, together with the following attached documents, set forth the entire understanding
of the parties with respect to the subject matter. In case of conflict, the terms of this Contract
shall control. If a conflict exists among any of the attached documents, the documents shall have
priority in the order listed:
A. ATTACHMENT I:
Office and Educational Consumables ITN No.: 618-001-10-1, as amended.
B. ATTACHMENT U:
Contractor's Response to the ITN.
C. ATTACHMENT III:
Contractor's Best and Final Offer Pricing.
11.0 CONTRACT MANAGEMENT
A. Contract Manager
The Department employee who is primarily responsible for overseeing the Contractor's
performance of its duties and obligations pursuant to the terms of this Contract. The
Contract Manager shall be as follows:
Mark Hernandez
Division of State Purchasing
Department of Management Services
4050 Esplanade Way
Tallahassee, FL 32399-0950
Telephone: (850) 414-6741
Fax: (850) 414-6122
E-mail: mark.hemandez(@.dms.mvflorida.com
The Department may appoint a different Contract Manager, which shall not constitute an
amendment to the Contract, by sending written notice to Contractor. Any communication
to the Department relating to the Contract shall be addressed to the Contract Manager.
B. Contractor's Representative
Morrie Norwood
Office Depot
4300-1 Tennessee Street
Tallahassee, FL 32034 (city, state, zip)
Telephone: 850-575-0255
Fax: 850-575-1581
E-mail: morrie.norwood(@officedepot.com
Contract No.: 618-000-1 l-1 Page 5 of
Contract No. C31280
State of Florida
Department of Management Services
By: Linda H. South
Date
Contractor:
S gn*re
Jinn ?OJJM�
Print Name
Date
er TL
Approved as to form and legality
by the Department General Counsel's Office
4b, . G6trtS�Xn
<�6
Date
Contract No.: 618-000-1 1-1 rage o of o
Contract No. C31280
Attachment II:
Contractor's Response to the ITN.
Contract No. C31280
Attachment III:
Contractor's Best and Final Offer Pricing
Product Category
BAFO Office Depot Discount % off List
Core
Breakroom & Cleaning Supplies
40%
Consumables
66%
Folders, Binders & Accessories
70%
Toner - HP
35%
Toner - Non HP
32%
IT Peripherals
34%
Equipment
30%
Non -Core
Breakroom & Cleaning Supplies
40%
Consumables
66%
Folders, Binders & Accessories
70%
Paper - Other
60%
Toner - HP
35%
Toner - Non HP
32%
Toner - Reman
63%
IT Peripherals
34%
Equipment
30%
Generic Core and Non -Core
Consumables
79%
Folders Binders & Accessories
75%
Equipment
36%
IT Peripherals '
32%
Paper - Other
71 %
Breakroorn & Cleaning Supplies
55%
Paper - 20# White (Recycled and Vir in
79%
Toner - Non HP
61 %
Toner — Remanufactured
63%
BAFO Office Depot Volume Discounts Proposed
When Annual Spend Level Exceeds...
Additional Discount Off List Price Offered
$5 000 000
0.00%
$10,000 000
0.00%
$15 000 000
0.00%
$20 000,000
0.00%
$25 000, 000
___ 0.00%
$30,000,000
0.00%
$35,000,000
0.00%
$40, 000, 000
0.00%
$45,000,000
0.00%
$50,000,000
0.00%
$55,000,000
0.00%
$60, 000,000
0.00%
$65,000,000
0.00%
$70,000,000
0.00%
No. C31280
CONTRACT NO. C 31280
AGREEMENT
THIS AGREEMENT is made and entered into the City of Palm Desert effective as of the
271h day of October 2011 by and between THE CITY OF PALM DESERT, a municipal
corporation, hereinafter referred to as "CITY", and OFFICE DEPOT, INC., a Delaware
corporation, referred to as "CONTRACTOR".
WITNESSETH:
WHEREAS, on October 27, 2011 it was recommended that CONTRACTOR be
awarded the contract for one year with two possible one year extensions; and
WHEREAS, pursuant to said invitation, CONTRACTOR submitted a proposal,
which was accepted by CITY for said services.
NOW, THEREFORE, in consideration of their mutual promises, obligations, and
covenants- hereinafter contained, the parties hereto agree as follows:
(1) TERM. The term of this Agreement shall be from October 27. 2011 through
October 26. 2012 ("Initial Term") with two possible one year extensions or to
such later date as may be agreed in writing between parties. In the event the
CITY desires to exercise its right to extend the term of this Agreement, the
CITY shall deliver written notice thereof to CONTRACTOR no later than sixty
(60) days prior to the expiration of the then current term. Other than pricing,
all terms and conditions of this Agreement shall remain in full force and effect
during any extension term.
(2) CITY'S OBLIGATIONS. For furnishing services, as specified in this
Agreement, CITY will pay and CONTRACTOR shall receive compensation as
follows:
(a) Core List Pricing. CONTRACTOR agrees to supply to CITY those office
products and services as set forth in Exhibit A attached hereto (the "Core
List") at the prices set forth therein. With the exception of paper and
toner/ink items, Core List pricing will be held firm for the Initial Term. In the
event CITY exercises its right to extend the term of this Agreement, Core
List pricing will be updated accordingly. Pricing for paper and toner/ink
items on the Core List will fluctuate with market conditions, provided
CONTRACTOR gives CITY at least thirty (30) days written notice before
any paper or toner/ink price increase takes effect. Upon request,
CONTRACTOR shall provide CITY with manufacturer documentation to
verify that paper and toner/ink price adjustments are being appropriately
passed through to CITY. The parties may update the Core List from time
to time and as provided in this section by mutual agreement (including e-
mail).
Page 1
CONTRACT NO. C 31280
(b) BSD Catalog Pricing. Items not on the Core List ("Non -Core. Items") but
identified in the printed Office Depot Business Solutions Division catalog
("BSD Catalog") in circulation at the time of the order will be priced at a
maximum discount of 60% off list price, exclusive of bulk pricing discounts
or other specials. BSD Catalog pricing will be updated each calendar
quarter. Notwithstanding anything herein to the contrary, products in the
following categories (as such categories are identified on
www.officedepot.com) may be priced at the price set forth on
www.officedepot.com at the time of the order: Technology, Custom
Printing, Breakroom Supplies, Food and Beverage, Document and Copy
Services, Promotional Products, and Warranties. Products may be
discontinued at any time, without notice to CITY.
(c) All Other Non -Core Items. Non -Core Items that are not identified in the
BSD Catalog shall not be subject to the discounts set forth in this Section
2 and will be priced as mutually agreed to by the parties.
(d) Pricing Adjustments. Notwithstanding any other provision of this
Agreement, prices are subject to adjustment at any time during the Initial
Term or any renewal term in the event of significant demonstrable
increases in costs to CONTRACTOR resulting from changes in market
conditions, stock availability, energy/utility costs and unanticipated supply
.chain costs. CONTRACTOR shall provide CITY with all reasonably
requested documentation as necessary to verify any price increases.
(3) CONTRACTOR'S OBLIGATION. For, and in consideration of the payments
and agreements hereinbefore mentioned to be made and performed by CITY,
CONTRACTOR agrees with CITY to furnish the services and to do everything
required by this Agreement and the Specific Terms and Conditions.
(4) HOLD HARMLESS AND INDEMNIFICATION. Each party (the "Indemnifying
Party") agrees to defend, indemnify, and hold harmless the other party
("Indemnified Party"), its officials, officers, employees, representatives, and
agents, from and against all claims, lawsuits, liabilities or damages of
whatsoever nature arising out of the connection with, or relating in any
manner to, any negligent act or omission of Indemnifying Party, his agents
and employees thereof in connection with the performance or non-
performance of this Agreement. The Indemnifying Party shall thoroughly
investigate any and all claims and indemnify the Indemnified Party and do
whatever is reasonably necessary to protect the Indemnified Party, its
officials, officers, employees, agents, and representatives, as to any such
claims, lawsuits, liabilities or damages.
(5) AMENDMENTS. Any amendment, modification, or variation from the terms of
this Agreement shall be in writing, signed by the CONTRACTOR and
approved by the City Council of the CITY.
Page 2
CONTRACT NO. C3128o
(6) TERMINATION. Either party may terminate this Agreement with 30 days
written notice for any reason.
(7) INCORPORATED BY REFERENCE. The Notice Inviting Bids; General
Terms and Conditions; Specific Terms and Conditions; Bid Submission
Form(s), additional or supplemental specifications, drawing, maps or
diagrams; and CITY issued forms relating to this project, are hereby
incorporated in and made a part of this Agreement.
(8) COMPLETE AGREEMENT. This written Agreement, including all writings
specifically incorporated herein by this reference, shall constitute the
complete agreement between the parties hereto. No oral agreement,
understanding, or representation not reduced to writing and specifically
incorporated herein shall be of any force or effect, nor shall any such oral
agreement, understanding, or representation be binding upon the parties
hereto.
(9) ANTI -DISCRIMINATION. In the performance of the terms of this Agreement,
CONTRACTOR agrees that it will not engage in discrimination in employment
of any person because of the age, race, color, sex, national origin or ancestry,
or religion of such persons. Violation of this provision may result in the
imposition of penalties referred to in Labor Code Section 1735.
(10) AUDIT. CITY shall have the option, at its sole cost and expense, of inspecting
and/or auditing all . non -confidential and non-proprietary records and other
written material pertaining to the CITY's account and used by CONTRACTOR
in preparing its statements to CITY. Audits shall be performed at mutually
acceptable times and places, not to exceed one time per year, and shall only
be conducted until that date that is one (1) year following termination of this
Agreement. No third -party auditors shall be permitted.
(11) NOTICE. All written notices to the parties hereto shall be sent by United
States mail, postage prepaid by registered or certified mail, return receipt
requested, reputable overnight courier service; addressed as follows:
Office of the City Clerk
CITY OF PALM DESERT
73-510 Fred Waring Drive
Palm Desert, CA 92260
Page 3
CONTRACT NO. C 31280
If to Contractor:
Office Depot, Inc.
6700 Automall Parkway
Fremont, CA 94538
Attn: Patrick H. Welch, Regional Vice President
With a copy to:
Office Depot, Inc.
6600 North Military Trail
Boca Raton, FL 33496
Attn: Office of the General Counsel
(12) LITIGATION COSTS. In the event an action is filed by either party to enforce
any rights or obligations under this Agreement, the prevailing party shall be
entitled to recover reasonable attorney's fees and court costs, in addition to
any other relief granted by the court.
(13) AUTHORITY TO EXECUTE AGREEMENT. Both CITY and CONTRACTOR
do warrant that each individual executing this Agreement on behalf of each
party is a person duly authorized.
(14) 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 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
Page 4
CONTRACT NO. C. 31280
such information; (d) information that is independently developed by the
Recipient without reference to any Confidential Information; (e) any disclosure
required by applicable law or court order, 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.
(15) ASSIGNMENT. Neither party shall assign this Agreement without the prior
written agreement of the other party.
(16) 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.
(17) FORCE MAJEURE. 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 which is beyond
the reasonable control of such party.
(18) NEGOTIATION. Mediation and Non -Binding Alternative Dispute Resolutions
are Favored, 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 party. 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. The costs of
such mediation shall be equally divided between the parties. If such mediation
is unsuccessful, then either party shall have the right to initiate litigation.
(19) PAYMENT/CREDIT TERMS. 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, from
the due date of the invoice. CITY's credit limit shall be established by
CONTRACTOR's Credit Department. CONTRACTOR reserves the right to
Page 5
CONTRACT NO. C 3i2so
lower CITY's credit limit or refuse to ship any orders if at any time; (1) CITY is
delinquent in making payments to CONTRACTOR or is otherwise in breach of
this Agreement or (2) in CONTRACTOR's reasonable opinion, CITY's credit
standing becomes impaired or reasonably unsatisfactory to CONTRACTOR.
(20) DELIVERY. The pricing set forth in this Agreement includes dock and/or
mailroom delivery. Additional freight charges may apply for items exceeding
70 lbs. in weight and/or 110" in length/width, furniture, Hawaii, Alaska and
Puerto Rico orders, special orders and/or rush deliveries.
(21) CITY LOCATIONS. CITY locations to which this Agreement applies are set
forth in Exhibit B attached hereto, which may be revised from time to time
upon mutual written agreement of the parties. CITY will notify CONTRACTOR
and work closely with its assigned account representative to provide
appropriate contacts at CITY locations in order to implement this Agreement.
(22) DISCONTINUED PRODUCTS. In the event an item that was initially offered
under this Agreement is discontinued by CONTRACTOR or its supplier,
CONTRACTOR will use commercially reasonable efforts to provide an
acceptable alternative product to CITY at a similar discount off of list price.
The parties may update the Core List from time to time to address
discontinued items upon mutual agreement (including e-mail).
(23) MANUFACTURER WARRANTIES AND RETURN POLICY. CONTRACTOR
will pass through to CITY all manufacturer -supplied end user warranties on all
products sourced to CITY pursuant to this Agreement. In addition,
CONTRACTOR further agrees that in the event any in -stock product (non -
special order) performs in a manner unsatisfactory to CITY within thirty (30)
days of delivery, CITY may return same in its original packaging and will
receive full credit against CITY's next Invoice for the amount of such return.
(24) CHOICE OF LAW. This Agreement shall be construed and governed in
accordance with the laws of the State of California, without regard to conflict
of laws principles.
(25) WAIVER. The waiver by either party 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.
(26) 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.
(27) SEVERABILITY. If any provision of this Agreement is held invalid or
unenforceable, the balance of this Agreement shall remain in effect.
Page 6
CONTRACT NO. C 31280
(28) SURVIVAL. Unless otherwise specified herein, all terms of this Agreement
which by their nature extend beyond its termination, remain in effect until
fulfilled, and apply to respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed the day and year first hereinabove written.
CITY OF PALM DESERT,
A Municipal Corporation
JEAN M. BENSON, MAYOR
ATTEST:
OFFICE DEPOT, INC.
a Delaware corporation
Signature — Authorized Representative
Name & Title — Authorized Representative
RACHELLE D. KLASSEN, CITY CLERK
CITY OF PALM DESERT, CALIFORNIA
Page 7
CALIFORNIAALL-PURPOSE
State of California
County of
On before me,
onto Woe 4aart end Ta a-0-maker
personally appeared
ems(a) of Slyna e
Plain NoWy Seel Above
who proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) Is/are subscribed to the
within instrument and acknowledged to me that
he/she/they executed the same In his/her/their authorized
capacity(les), and that by his/her/their signature(s) on the
Instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the Instrument.
I certify. under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature
S"kn of Notary M&
OPTIONAL
Through the Informadon below Is not reWrad by let% It may prove vsluable to persona rlel tg on fire document
and could pnw enf fraudulent rwwval and reatmchment of this form to another document
Description of Attached Document
Title or Type of Document:
Document Date:
Signer(s) Other Than Named Above:
Capadty(ies) Claimed by Signers)
Signers Name:
❑ Individual
U Corporate Officer —Tltle(s): —
U Partner — ❑ Umited 0 General
U Attorney In Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
Number of Pages.
Signer's Name:
❑ Individual
❑ Corporate Officer — Title(s):
❑ Partner - U Limited 177 General
l; Attorney In Fact
U T1 ustee Top of thumb hen
.3 Guardian or Conservator
0 Other:
Signer Is Representing:
02007 NaVand Notary Aeeodetlan • OM Oe Bop AM, P.O. Sae 2402 •Cheleararth, CA 81313.2402- wwveNAftWNoluyorp Nam JHV ReorderCad T*Ftw 1•80•B70.M7
CONTRACT NO. C 31280
Exhibit A
Pricing
ITEM
Manufacturer
NO.'
Item No;
BRAND'
ITEM DESCRIPTION
COST.`
CURRENT
UOM
PRICE
256771
633-01
PAPERMATE
PEN, COMFORTMATE, BK
DZ
4.20
524912
88102/85580
PAPERMATE
PEN, FLEXGRIP ELITE, BK
DZ
6.49
524928
88104/85581
PAPERMATE
PEN, FLEXGRIP ELITE, BE
_
DZ
6.49
790761
31020
PILOT
_
PEN, G2 MEDIUM, BK
DZ
8 73
790801
31021
PILOT
PEN, G2 MEDIUM, BE
DZ
8.73
790841
31022
PILOT
PEN, G2 MEDIUM, RD
DZ
8.73
772141
77240
PILOT
REFILL, G2 MEDIUM, BK, 2-PK
PK
0.84
526587
1 77241
PILOT
REFILL, G2 MEDIUM, BE, 2-PK
PK
0.84
526596
PIL77242
PILOT
REFILL, G2 MEDIUM, RD, 2-PK
PK
2 21
120626
30000
PILOT
PEN, BETTER, BK
DZ
8.20
420869
30001
PILOT
PEN, BETTER, BE
DZ
8.20
447201
35001
SHARPIE
PERM MARKER, XFINE, BK
DZ
5.67
447334
35002
SHARPIE
PERM MARKER, XFINE, RD
DZ
5.67
447474
35003
SHARPIE
PERM MARKER, XFINE, BE
DZ
5.67
258361
35004
SHARPIE
PERM MARKER, XFINE, GN
DZ
5.67
203349
30001
SHARPIE
PERM MARKER FINE, BK
DZ
5.22
203356
1 30002
SHARPIE
PERM MARKER, FINE, RD
DZ
5.22
451906
30003
SHARPIE
PERM MARKER, FINE BE
DZ
5.22
742347
30004
SHARPIE
PERM MARKER, FINE GN
DZ
8.29
196228
22725
PAPERMATE
HIGHLIGHTER, PEN -STYLE, YW
DZ
2.41
196183
22726
PAPERMATE
HIGHLIGHTER PEN -STYLE, GN
DZ
2.41
196219
22709
PAPERMATE
HIGHLIGHTER PEN -STYLE, PK
DZ
2.41
193093
22710
PAPERMATE
HIGHLIGHTER PEN -STYLE, BE
DZ
2.41
181529
30301
PAPERMATE
PENCIL, SHARPWRITER
DZ
2,37
760513
52410
ZEBRA
MECH PENCIL, Z-GRIP, 0.7
DZ
2.33
139608
BF05HB12
FORAY
LEAD, REFILL, .5 12lrUBE, PK OF 12 TUBES
PK
2.57
139616
BF07HB12
FORAY
LEAD, REFILL .7, 12lrUBE, PK OF 12 TUBES
PIC
2.57
320960
SW135108
SWINGLINE
STAPLES, STANDARD, FULL STRIP, 5,000/BX
BX
1.22
156385
W21421
WILSON JONES
SHEET PROTECTORS ECON 100/BX
BX
4.79
498147
1 11536
AVERY
5 TAB DIRECT PRINT DIVIDERS, 4 SETS
BX
7.43
496711
11537
AVERY
8 TAB DIRECT PRINT DVIDERS, 4 SETS
PK
8.51
364364
5160
AVERY
MAILING LABELS 5160, 3,000/BX
BX
15.15
944272
5366
AVERY
FILE FOLDER LABELS 5366, 1,500/BX
BX
15.30
463620
5163
AVERY
MAILING LABELS 5163
BX
308239
10004
OFFICE DEPOT
JUMBO PAPER CLIPS, 10BX/PK
PK
15.61
308478
10001
OFFICE DEPOT
SMALL PAPER CLIPS, 100/BX, 10 BX/PK
PK
4.70
1.47
429415
825182BX
OFFICE DEPOT
BINDER CLIPS, SMALL
825182
RTP-001936-HD-087-07
OFFICE DEPOT
BINDER CLIPS, SMALL, 144/PK 12 BXS OF 12
BX
P►(
0.31
429431
825190BX
OFFICE DEPOT
BINDER CLIPS, MED
2.70
BX
0.65
Page 8
CONTRACT NO. C 31280
ITEM
NO `
w Manufacturef
Item No'��W.F
BRAN��
ITEM DESCRIPTION'.:
COST'
UpN:'
CURRENT
pRiCE
825190
RTP 001948-HD-087-07
OFFICE DEPOT
BINDER CLIPS, MED, 144/PK 12 BXS OF 12
PK
5.34
308957
RTP-001958-HD-087-07
OFFICE DEPOT
BINDER CLIPS, LARGE
BX
168
644060
_
3330-14-48
POST -IT
POST ITS, 14 PADS, 3X3
PK
9.27
285621
R-335
POST -IT
_POST ITS, 6 PADS, POP UP, LINED
PK
4.35
193259
630-6PK
POST -IT
POST ITS, RULED, 6 PADS
PK
4.03
504808
660-5SSCY
POST -IT
POST ITS, RULED, 5 PADS
PK
6.76
172460
_
653YW
POST -IT
POST ITS, 1.5 X 2, 12 PADS
PK
3.28
393770
680-RD12
POST -IT
FLAGS, RED 50/PK, 12PK/BOX
BX
13.70
393870
680-SH12
POST -IT
FLAGS, "SIGN HERE" 50/PK, 12PK/BX
BX
15.79
750406
680-NZ2
POST -IT
FLAGS, "NOTARIZE" 50, PK, 2-PK
PK
2.72
108862
9074-0379
OFFICE DEPOT
CALCULATOR TAPE, 12/PK
PK
2.28
554035
9074-0385
OFFICE DEPOT
CALCULATOR TAPE, 100/CTN
CT
20.03
431195
DP-1000RF6
SCOTCH
PACKAGING TAPE, 6PK
PK
7.85
305289
81OK24
SCOTCH
MAGIC TAPE 24 PK
PK
30.30
598614
60OK24
SCOTCH
TRANSPARENT TAPE, 24PK, 3/4" X 1,000"
PK
25.49
166702
68620
TOMBOW
CORRECTION TAPE, WHITE,
EA
1.39
340840
87268
OFFICE DEPOT
CORRECTION FLUID WHITE
DZ
4.60
535704
58003
OFFICE DEPOT
LAMINATION POUCHES 50/BX
BX
7.14
571101
95306-OD
SCHOLASTIC
GLUESTICK CLEAR .32 OZ
DZ
1.72
812295
EA4001W
SCHOLASTIC
GLUESTICK, CLEAR 1.4 OZ
EA
1.69
524405
99470-EA
OFFICE DEPOT
STENO PADS, 70 SHEETS/PD
EA
0.71
306902
99422
OFFICE DEPOT
WRITING PAD, 5X8 WHITE
DZ
5.67
305466
99401
OFFICE DEPOT
WRITING PAD, 81/2X11 WHITE
DZ
8.65
223291
99419
OFFICE DEPOT
WRITING PAD, 81/2X14, WHITE
DZ
11.42
307397
99421
OFFICE DEPOT
WRITING PAD 5X8, CANARY
DZ
5.67
305706
99400
OFFICE DEPOT
WRITING PAD, 8X11, CANARY
DZ
8.65
223111
99420
OFFICE DEPOT
WRITING PAD, 8X14, CANARY
DZ
11.42
420187
SC115450D
OFFICE DEPOT
PHONE MESSAGE BOOK 5/PK
PK
5.18
760839
77000010364
TDK
MICROCASSETTE TAPE, 6PK
PK
9.99
245035
RR1303
ADVANTUS
PHONE WIPES, 72/PK
BX
18.99
345660
3R11053
XEROX
20LB. PAPER 8.5X11, CANARY
RM
7.72
345645
3R11051
XEROX
20LB. PAPER 8.5X11, GREEN
RM
7.72
345637
3R11050
XEROX
20LB. PAPER 8.5X11, BLUE
RM
7.72
345652
3R11052
XEROX
20LB. PAPER 8.5X11, PINK
RM
7.72
919519
3R11060
XEROX
20LB. PAPER 8.5X11, CHERRY
RM
7.72
478123
3R11058
XEROX
20LB. PAPER 8.5X11, SALMON
RM
7.72
634008
77171
OFFICE DEPOT
ENVELOPES WNVINDOW 500, #10
BX
12.31
633888
78125
OFFICE DEPOT
ENVELOPES NO WINDOW, #10
BX
7.14
331000
77673
OFFICE DEPOT
ENVELOPES 250/BOX 9 X 12
BX
10.12
331088
77688
OFFICE DEPOT
ENVELOPES 250/BOX 10X 13
BX
12.49
330920
77998
OFFICE DEPOT
ENVELOPES 100/BOX 10 X 15
BX
7.64
942862
C0738
COLUMBIAN
ENVELOPES 250/BOX 12 X 15.5
BX
48.70
878043
C0729
COLUMBIAN
ENVELOPES 250/BOX 6X9
BX
6.44
Page 9
CONTRACT NO. C 31280
ITEM
NOt;
Manufacturer
ItenvNo,
BRAND,
,
ITEM DESCRIPTION
r:_
CUST::
: UOM�
CURRENT
PRICE
348151
C0880
COLUMBIAN
ENVELOPES, INTERDEPT 100BX
BX
18.99
937607
ET150L
SMEAD
MANILA FOLDERS (1008X), LETTER
BX
9.66
937649
ET2-150C
SMEAD
MANILA FOLDERS 100BX . LEGAL
BX
13.41
210617
ET2-150L
SMEAD
MANILA FOLDERS 1008X , END TAB LTR
BX
10.61
935759
2K2403-1&3
SMEAD_
PRESSBD FLDRS TOPTAB (25BX), LETTER 2"
EXP_
I BX
22.08
935767
_
2K2503-1&3
SMEAD
PRESSBD FLDRS TOPTAB 25BX , LEGAL 2" EXP
BX
27.17
935775
2K3403-1&3
_^
SMEAD
PRESSBD FLDRS TOPTAB 25BX , LTR 3" EXP
bx
25.94
775435
_
13724
SMEAD
CLASS FOLDER, RD, 1 DIV, LTR, 10/BX
BX
13.83
768300
14024
SMEAD
_PRSSBD
PRSSBD CLASS FOLDER, RD, 2 DIV, LTR, 10/BX
BX
16.29
768265
14099
SMEAD
PRSSBD CLASS FOLDER, RD, 3 DIV, LTR, 10/BX
BX
2116
768175
19023
SMEAD
PRSSBD CLASS FOLDER, RD, 2 DIV, LGL, 1018X
BX
18.54
768140
19099
SMEAD
PRSSBD CLASS FOLDER RD, 3 DIV, LGL, 10/BX
BX
26.43
775455
13723
SMEAD
PRSSBD CLASS FOLDER, GRN, 1 DIV, LTR, 10/8X
BX
13.83
768305
14023
SMEAD
PRSSBD CLASS FOLDER, GRN 2 DIV, LTR, 101BX
BX
16.29
768270
14093
SMEAD
PRSSBD CLASS FOLDER, GRN, 3 DIV, LTR, 10/BX
BX
23.16
768210
18722
SMEAD
PRSSBD CLASS FOLDER, GRN, 1 DIV, LGL, 10/BX
BX
16.11
768180
19022
SMEAD
PRSSBD CLASS FOLDER, GRN, 2 DIV, LGL, 10/BX
BX
18.54
768145
19093
SMEAD
PRSSBD CLASS FOLDER GRN, 3 DIV, LGL, 10/BX
BX
26.43
Page 10
CONTRACT NO. C 31280
Exhibit B
Customer Locations
1 CITY OF PALM DESERT
73510 FRED WARING
PALM DESERT CA 92260
2 ADMIN SERVICES
73510 FRED WARING
BLDG 2 PALM DESERT CA 92260
3 BUILDING & SAFETY
73510 FRED WARING
BLDG 3 PALM DESERT CA 92260
4
BUSINESS SUPPORT
5
CITY CLERK
6
CITY COUNCIL
7
CITY MANAGER
8
CORP YARD
9
HUMAN RESOURCES
10
FINANCE
11
PLANNING
12
PUBLIC WORKS
13 REDEVELOPMENT
14 SPECIAL PROGRAMS
15 SUPPLY ROOM
16 VISITOR CENTER
73510 FRED WARING
BLDG 1
PALM DESERT CA 92260
73510 FRED WARING
BLDG 2
PALM DESERT CA 92260
73510 FRED WARING
BLDG 2
PALM DESERT CA 92260
73510 FRED WARING
BLDG 2
PALM DESERT CA 92260
73510 FRED WARING
BLDG 3
PALM DESERT CA 92260
73510 FRED WARING
BLDG 1
PALM DESERT CA 92260
73510 FRED WARING
BLDG 1
PALM DESERT CA 92260
73510 FRED WARING
BLDG 3
PALM DESERT CA 92260
73510 FRED WARING
BLDG 3
PALM DESERT CA 92260
73510 FRED WARING
BLDG 1
PALM DESERT CA 92260
73510 FRED WARING
BLDG 2
PALM DESERT CA 92260
73510 FRED WARING
BLDG 1
PALM DESERT CA 92260
73470 EL PASEO
STE F7
PALM DESERT CA 92260
Page 11