Fully Executed Assignment Agreement 5.16.2022.pdf

ASSIGNMENT AGREEMENT

Contract No.: 14111500-21-STC

Contract Title: Bulk Paper: Office, Virgin and Recycled Content

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This Assignment Agreement (“Assignment”) to the Bulk Paper: Office, Virgin and Recycled Content 14111500-21-STC (“Contract”), is entered into by Office Depot, LLC (Assignor), having it principal office at 660 North Military Trail, Boca Raton, FL 33496; ODP Business Solutions, LLC (Assignee), having its principal office at 660 Military Trail, Boca Raton, FL 33496; and the State of Florida, Department of Management Services (“Department”), collectively referred to herein as the “Parties.”

Recitals

WHEREAS, the Assignor entered into the Contract with the Department effective November 2, 2021; and

WHEREAS, the Assignor now wishes to assign all of it rights and obligations under the Contract to the Assignee; and

WHEREAS, Section 6.2, Assignment, of the Contract, requires prior written consent of the Department to assign the Contract; and

WHEREAS, the Assignee represents that it can assume and fully perform the Assignor duties under the Contract.

THEREFORE, in consideration of the mutual promises contained below, and other good and valuable consideration, receipt, and sufficiency of which are hereby acknowledged, the Parties agree to the following:

1. The above recitals are hereby incorporated into this Assignment.

2. The term “Contract” as used herein is inclusive of any purchase orders made pursuant to the Contract, either before or after the effective date of this Assignment.

3. The Assignee accepts and agrees to be bound by and fully perform all of the Assignor’s Contract obligations, duties, and responsibilities, and to abide by all terms and conditions specified in the Contract in the name of Assignor.

4. The Assignee agrees to assume all obligations and liabilities of, and all claims against, the Assignor under the Contract as if the Assignee was the original party to the Contract.

5. The Assignor waives all rights under the Contract as of the effective date of this

Assignment.

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6. The Assignor will remain secondarily liable for performance of the Contract.

7. The Assignor agrees to defend and indemnify the State from any and all claims; actions;

judgments; liabilities; proceedings and costs, including reasonable attorneys’ fees; and other costs of defense and damages resulting from Assignor’s performance prior to the execution of this Assignment.

8. The Parties agree that this Assignment operates as an assignment of the Contract, establishing a new contractual relationship entered into by and between the Department and Assignee.

9. The Department consents to the assignment. The Department, in executing its consent to this Assignment, does not release Assignor from any claims or remedies it may have against Assignor arising prior to the effective date of this Assignment.

10. The Assignee, by this Assignment, becomes entitled to all rights, titles, and interests of the Assignor in and to the Contract as if the Assignee were the original party to the Contract. Following the effective date of this Assignment, the term “Contractor,” as used in the Contract and purchase orders, shall refer to the Assignee.

11. The effective date of this Assignment shall be the date of the final signature to this

Assignment.

12. This Assignment is hereby made a part of this Contract. To the extent any of the terms of this Assignment conflict with the terms of the Contract, the terms of this Assignement shall control. All other terms of the Contract remain in full force and effect.

13. This Assignment sets forth the understanding between the Parties regarding the subject matter hereof. Each person signing this Assignment warrants that he or she is duly authorized to do so and to bind the respective Party.

SIGNATURE PAGE FOLLOWS

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IN WITNESS WHEREOF, the Parties have executed this Assignment by their duly authorized representative.

State of Florida:

Department of Management Services

Assignor:

Office Depot, LLC, By: _____________________________

Name: Name:

Title: Title:

Date: Date:

Assignee:

ODP Business Solutions, LLC

Name:

Title:

Date:

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Vice President

5/16/2022 | 9:32 AM EDT

Beth Gray

5/16/2022 | 9:32 AM EDT

Beth Gray

5/16/2022 | 9:32 AM EDT

Vice PresidentDirector

Cliff Nilson