HomeMy WebLinkAboutItem 3j - Participation Agreement with Office Depot PARTICIPATION AGREEMENT
This Participation Agreement("Participation Agreement")is entered into this day of
20_ ("Effective Date") by and between ("Member") and Office Depot,
Inc., a Delaware corporation and/or its subsidiaries ("Office Depot") with principal offices located at 6600
North Military Trail, Boca Raton, FL 33496, and is part of and subject to that certain Foundation For
California Community Colleges Administrative Services Agreement, dated November 1, 2015, as amended
(collectively, "Agreement"), by and between Office Depot and the Foundation for California Community
Colleges ("Foundation)".
WHEREAS, Office Depot wishes to provide to Member products and/or services subject to the
Agreement and as set forth herein;
WHEREAS, Member desires to obtain such products and/or services from Office Depot as the
primary supplier subject to the Agreement and as set forth herein.
NOW,THEREFORE, in consideration of the premises and mutual covenants contained herein and
other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the
parties agree as follows:
1. PRICING.
Office Depot agrees to supply to Member those office products and services as set forth in the
Agreement.
2. ADDITIONAL MEMBER BENEFITS.
Upon execution of this Participation Agreement, Member will receive the additional benefits of:
a. Provided such Member complies with the payment terms set forth in the Agreement, Office
Depot shall pay to Member a one percent (1%) annual Spend (as such term is defined in
the Agreement) rebate. Rebates will be paid annually within thirty (30) days following
Member's contract anniversary date.
3. TERM AND TERMINATION.
This Participation Agreement will be effective for the Term as set forth in the Agreement. Either
party may terminate this Participation Agreement without cause by providing the other party with
thirty (30) days prior written notice.
4. PAYMENT TERMS.
Office Depot shall submit to Member on a monthly basis an invoice for all purchases. Invoices are
due thirty (30) days from the date of invoice.
Office Depot shall have the right to establish the credit limit of Member and Office Depot shall have
the right to lower such credit limit or refuse to ship any orders if at any time;(a)Member is delinquent
in making payments to Office Depot; or (b) in Office Depot's reasonable opinion, Member's credit
standing becomes impaired or reasonably unsatisfactory to Office Depot.
5. NOTICES.
All notices, requests, demands and other communications under this Participation 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
2
overnight delivery service and addressed to the appropriate party at its mailing address set forth
below:
If to Office Depot: Office Depot, Inc.
Attn: , Vice President
With a copy to: Office Depot, Inc.
6600 N. Military Trail
Boca Raton, Florida 33496
Attn: Office of the General Counsel
If to Member:
Attn:
With a copy to: Foundation for California Community Colleges
1102 Q Street, Suite 3500
Sacramento, California 95811
Attn: CollegeBuys Program - OD
6. ASSIGNMENT.
Neither party may assign this Participation Agreement without the prior written consent of the other
party.
7. ATTORNEYS'FEES.
In the event of any litigation between the parties hereto with respect to the Agreement, the
prevailing party (the party entitled to recover costs of suit, at such time as all appeal rights have
expired or the time for taking such appeals has expired) shall be entitled to recover reasonable
attorney's fees, in addition to such other relief as the court may award.
IN WITNESS WHEREOF the parties have caused their duly authorized representatives to execute this
Participation Agreement as of the Effective Date.
OFFICE DEPOT, INC. [NAME OF MEMBER]
By: By:
Name: Name:
Title: Vice President Title:
Date: Date: