HomeMy WebLinkAboutC09-438 Staples Business Adv Corp Purchasing Agrmntthat was easy~
STAPLES BUSINESS ADVANTAGE CORPORATE PURCHASING AGREEMENT
Effective Date:
Expiration Date:
Buyer's Name:
THIS CORPORATE PURCHASING AGREEMENT ("Agreement") is entered into as of the Effective Date by and
between Staples Business Advantage, a division of STAPLES CONTRACT & COMMERCIAL, INC., a
Delaware corporation, with its principal place of business at 500 Staples Drive, Framingham, MA 01702 ("Sta les")
and the above named Buyer, a Colorado corporation, and consists of this signature page and the attached terms and
conditions, Exhibits and all other documents attached hereto, which are incorporated in full by this reference.
EAGLE COUNTY GOVERNMENT
By its authorized agent:
....~
(Signature)
Name: ~ ~;( .S ; F'(.~'7~-~ ,
Title: ~~
Date: l ~ l ~ U ~ ~~
Address for Notices:
Eagle County Government
[Address]
[City, State, Zip Code]
ATTN: Mariya Trifonova
Telephone: 970.328.3515
Facsimile:
Email: mariya.trifonova@eaglecounty.us
with a copy to:
STAPLES CONTRACT & COMMERCIAL, INC.
By its authorized agent:
C ~~
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Name: I~t~J1rb ti~_ ~ cM / i` r~ ~
~-
Title: /~• 1 ~v~uo ~ ~ ic.t r~ 1±s~~ ~,jA~..f'
Date: ~~~~'
Address for Notices:
Staples Contract & Commercial, Inc.
500 Staples Drive
Framingham, MA 01702
ATTN:
Telephone:
Facsimile:
Email:
For Le al Use Onl
(Rev. 08/2008)
with a copy to: General Counsel
~9-~~-~
Corporate Purchasing Agreement Confidential Page 1 of 7
RECITALS
WHEREAS, Staples is in the business of
selling Products and related Services;
WHEREAS, pursuant to C.R.S. §§ 30-11-
109 and 30-11-110 Buyer is required to annually
solicit bids for office supplies; and
WHEREAS, following the bidding process
Buyer elected to purchase such Products and related
Services from Staples; and
WHEREAS, Buyer and Staples desire to
enter into an agreement for the sale by Staples of
Products and Services to Buyer.
NOW, THEREFORE, in consideration of
the foregoing, the mutual promises and covenants
contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereto agree as
follows:
1.5 Buyer. The legal entity identified
as Buyer on page one of this Agreement.
1.6 Calendar Dav. Every day of any
given month or portion thereof.
1.7 Catalog. Staples' current Office
Products Catalog.
1.8 Core Items. The items that Buyer
purchases from Staples at. the prices as set forth in
Exhibit A ("Product Price List"), as amended from
time to time.
1.9 Expiration Date. The earliest to
occur of the date of termination or expiration of the
Agreement pursuant to the terms of Sections 3.0 or
4.0.
1.10 Incentives. Any. incentives for
which Buyer qualifies and which are payable by
Staples to Buyer as set forth in Exhibit B
("Supplemental Provisions") attached hereto.
1.0 DEFINITIONS.
All capitalized terms in this Agreement not
defined in this Section shall have the meanings set
forth in the Sections or Exhibits of this Agreement in
which they are defined.
1.1 Affiliate. Any corporation or other
business entity that during the term of this Agreement
controls, is controlled by or is under common control
with a Party. Control exists when an entity owns or
controls directly or indirectly the outstanding equity
representing the right to vote for the election of
directors or other managing authority of another
entity.
1.2 Annual Period. January 1st to
r 31st during each year this Agreement is
1.3 Business Dav. Monday through
Friday, 8:00 a.m. to 5:00 p.m. in each of the forty-
eight contiguous United States time zones, excluding
days on which Staples is not open for business in the
United States of America.
1.4 Business Hours. The time between
8:00 a.m. and 5:00 p.m. in each of the forty-eight
contiguous United States time zones on any Business
1.11 Initial Term. The Effective Date
through the Expiration Date, as set forth in Section
3.1 herein.
1.12 Marks. The trade names, logos,
trademarks; trade devices; trade dress; service marks;
symbols, abbreviations or registered marks, or
contractions or simulations thereof, or any other
indicia of ownership of a Party.
1.13 Net Sales. The gross sales price of
the Product, less shipping costs (including freight
charges and insurance), taxes, duties, any rebates
actually paid, discounts and allowances actually
taken, rejections and returns to the extent credit is
given or paid, excluding Product purchases made at
Staples' retail store locations using a Convenience
Card or a Registered Procurement Card.
1.14 Non-Core Items. The balance of
the items that Buyer purchases from Staples' Catalog,
which are neither Core Items nor Premium Products.
1.15 Notice. Any notice, consent,
demand or other corru :untcatton required or
permitted to be given or made hereunder by a Party.
1.16 P y. Staples or Buyer.
Day.
Corporate Purchasing Agreement Confidential Page 2 of 7
1.17 Premium Products. The paper,
paper related items, petroleum based products, steel
based products, facilities, break room, toner, ink and
computer supplies that Buyer purchases from Staples
at the prices set forth in Exhibit A, as amended from
time to time and attached hereto ("Product Price
List").
1.18 Products. All Core Items, Non-
Core Items, Premium Products and Proprietary
Products that Buyer purchases from Staples.
1.19 Pro rietary Information.
Proprietary Information shall include this Agreement
and all information or data furnished by either Party
("Disclosin Party") to the other Party ("Receiving
Party") which the Receiving Party should reasonably
understand to be considered confidential and
proprietary information by the Disclosing Party
including, but not limited to, all information
regarding customers, clients, employees and
suppliers, pricing information and models, Products
and Services information, financial or operational
data, business plans, strategies, models or forecasts,
internal performance results and other documentation
relating to the Disclosing Party's business activities.
It is understood that the term "Proprietary
Information" does not include information which: (a)
has been published or is otherwise in or subsequently
becomes part of the public domain, through no fault
of the Receiving Party; (b) prior to disclosure
hereunder is within the legitimate possession of the
Receiving Party; (c) is disclosed to the Receiving
Party from a source other than the Disclosing Party
and the Receiving Party has no knowledge or reason
to know of any violation of law or breach of any
confidentiality obligation owed by such source to the
Disclosing Party; (d) is independently developed by
the Receiving Party without using Proprietary
Information of the Disclosing Party; or (e) is
transmitted to the Receiving Party by the Disclosing
Party after the Disclosing Party has received Notice
from the Receiving Party that it does not desire to
receive further Proprietary Information.
1.20 Proprietary Products. Certain
printed business forms, letterhead, promotional
products, and other products where Buyer
identification or use renders the product proprietary
to Buyer and not suitable for sale to any other
customer of Staples.
1.21 Pw•chase Order. Purchase order or
other written instrument executed, or electronic
transmissions originated by, an authorized
Representative of Buyer indicating which Products
and/or Services Buyer will purchase from Staples.
1.22 Quarterly Period. Each
consecutive three month period during a calendar
year.
1.23 Renewal Term. The extension of
the Initial Term for a period of three (3) year(s).
1.24 Representative. An employee,
officer, director or agent of a Party.
1.25 Services. The services provided by
Staples as described in Section 6.0, including without
limitation all professional, management, labor and
general services, together with any materials,
supplies, tangible items or other goods Staples
furnishes in connection with such services.
1.26 Subcontractor. A third party to
whom a Party has delegated or subcontracted any
portion of its obligations under this Agreement.
1.27 Taxes. Any sales, use, excise,
value-added, gross receipts, services, consumption
and other similar transaction taxes however
designated that are properly levied by any taxing
authority upon the provision of the Products and
Services, excluding any state or local privilege or
franchise taxes, taxes based upon Staples' net income
and any [axes or amounts in lieu thereof (including
Michigan Single Business Taxes and Washington
B&O taxes), paid or payable by Staples.
1.28 Term. The Initial Term of the
Agreement or any Renewal Term thereof.
1.29 Open Records. The Parties agree
that Buyer, is a government entity and is subject to
the Colorado Open Records Act, C.R.S. § 24-72-10,
and that Buyer cannot be held liable for any
information that is disclosed pursuant to the Colorado
Open Records Act.
2.0 SCOPE OF AGREEMENT.
2.1 In accordance with the terms and
conditions of this Agreement, Buyer may purchase and
Staples shall provide the Products and Services as
described in Exhibit A or the Catalog, at the prices
specified therein, and the Services described in Exhibit
B.
to P
2.2 All Purchase Orders issued to
Staples by Buyer during the Term of this Agreement
shall be governed only by the terms and conditions of
this Agreement notwithstanding any preprinted terms
and conditions on Buyer's Purchase Order or Staples'
acknowledgement. Any additional or different terms
in Buyer's documents are hereby deemed to be
material alterations and notice of objection to and
rejection of them is hereby given.
3.0
3.1 The Initial Term of this Agreement
shall be for a period of one (1) year(s) beginning on
January 1 2009 ("Effective Date") and ending on
December 31, 2009 ("Expiration Date"), unless
terminated earlier or the Expiration Date is extended
under [he terms of this Agreement.
3.2 The Term may be extended upon
the mutual written agreement of the Parties, which
agreement shall include any agreed upon modifications
of this Agreement to be effective during the Renewal
Term.
3.3 Buyer shall begin to purchase
Products and Services from Staples within the first
thirty (30) Calendar Days of the Effective Date.
4.0
TION.
4.l Termination Without Cause. Either
Party shall have the option to terminate this
Agreement in whole or in part, for any reason,
without cause, at any time without further charge or
expense, upon at least thirty (30) Calendar Days'
prior written notice to the other Party.
4.2 Termination for Breach. If either
Party fails to comply in any material respect with any
of the covenants, agreements or conditions in this
Agreeme nt and such failure continues for thirty (30)
Calendar Days after written notification from the
non-brea ching Party, the non-breaching Party may, at
its sole d iscretion and in addition to any other right or
remedy a vailable under applicable law or in equity,
terminate this Agreement upon an additional ten (10)
Calendar Days' prior written notice to the breaching
Party. N otwithstanding the foregoing, if either Party
breaches its obligations ~.:nder Section I2.0
(Confide ntiality), the non-breaching Party may, at its
sole discretion, terminate this Agreement without
notice.
entic~l Page 3 of 7
4.3 Termination for Insolvency. Either
Party may immediately terminate this Agreement by
written notice to the other and may regard the other
Party as in default of this Agreement, if the other
Party becomes insolvent, makes a general assignment
for the benefit of creditors, files a voluntary petition
of bankruptcy, suffers or permits the appointment of
a receiver for its business or assets, becomes subject
to any proceeding under any bankruptcy or
insolvency law, whether domestic or foreign, or is
wound up or liquidated, voluntarily or otherwise. In
the event that any of the above events occurs, that
Party shall immediately notify the other of its
occurrence.
4.4 Effect of Termination. In the event
of a termination by either Party or upon cancellation or
expiration of this Agreement, Buyer agrees to
promptly pay all amounts owed to Staples. Following
termination, Staples (a) will pay Buyer the applicable
earned Incentives, if any, minus any monies owed to
Staples as of the Expiration Date, and (b) reserves the
right to withhold shipment of any and all Products
until all past due invoices owed to Staples by Buyer
have been paid.
5.0 PRICING.
5.1 Core Items. Prices for Core Items
provided under this Agreement are set forth in
Exhibit A ("Product Price List"). The prices for Core
Items are firm for ninety (90) Calendar Days after the
Effective Date and, thereafter, shall be adjusted as of
the first Calendar Day of each subsequent Quarterly
Period and appended hereto as Exhibit A, to reflect
changes in stock availability, market conditions,
buying expense, and other factors that affect the
overall cost of the Core Items.
5.2 Non-Core Items. Prices for Non-
Core Items set forth in Exhibit A ("Product Price
List") are firm for thirty (30) days after the Effective
Date and, thereafter, shall be adjusted each subsequent
Quarterly Period and shall be listed in the then current
Catalog to ret7ect changes in stock availability, market
conditions, buying expense, and other factors that
affect the overall cost of the Non-Core Items.
5.3 Premium Products. The prices for
Prem;~im Products provided under thic Agree.me.nf are
set forth in Exhibit A. Prices for Premium Products
are specifically subject to price adjustment upon thirty
(30) Calendar Days' notice to Buyer to reflect changes
in stock availability, market conditions, buying
Corporate Purchasing Agreement Confidential Page 4 of 7
expense, and other factors that affect the overall cost of
the Premium Products.
5.4 Proprietary Products. Buyer
acknowledges that Staples may, at the request of
Buyer, purchase Proprietary Products for Buyer
pursuant to the terms of a Proprietary Products
Agreement, which will be provided to Buyer upon
request. Buyer shall not be required to purchase or pay
for any quantity of Proprietary Products in excess of
the amounts specified in the Proprietary Products
Agreement.
5.8 Estimated Purchase Volume.
Staples has predicated its pricing on Buyer's stated
annual purchase volume of $70,000.00 ("Estimated
Purchase Volume"), as well as Buyer's current
purchasing patterns. If after the first 90 days from
the Effective Date of this Agreement, the Buyer's Net
Sales volume falls below the Estimated Purchase
Volume in any given month during the Term based
upon an annualized run rate, or there are material
changes to Buyer's current purchase patterns, Staples
may modify pricing to a level commensurate with
Buyer's actual Net Sales volume.
5.5 Commodity Groupings. Buyer
acknowledges that prior to the execution of this
Agreement, Buyer has informed Staples of its
approximate mix of commodity groupings and
quantities of Products Buyer may purchase from
Staples. Buyer acknowledges and agrees that any
proposed material changes to the commodity
groupings of Products purchased by Buyer during the
Term ("Commodity Grouping Changes"), will have a
material and adverse impact on Staples' overall
Product pricing and the Incentives offered under this
Agreement, and that without limiting its other rights
and remedies, Staples shall be entitled to (a) analyze,
review and adjust the Product pricing and Incentives
as a result of Buyer's proposed Commodity Grouping
Changes, or (b) consider Buyer to be in material
breach of this Agreement.
5.6 Pricing Limitations and Incentives.
Staples reserves the right to not sell any Products
below its purchase order cost. Staples agrees to pay
Buyer for those Incentives for which Buyer qualifies
in accordance with the terms set forth in Exhibit B
("Supplemental Provisions"). Staples shall have no
obligation to pay Buyer any Incentives not earned
prior to or as a result of the termination, expiration or
cancellation of this Agreement. Incentive payments
will only be made if Buyer's account(s) have current
account receivables.
5.7 Extraordinary Price Adjustment.
Staples reserve the right to adjust the price on any
Product or Service offered to Buyer in the event that
extraordinary market events require the immediate
adjustment of that Product or Service's price. Any
Extraordinary Price Adjustment shall be accompanied
by appropriate supporting documentation to explain
and/or justify such an adjustment. Staples also reserve
the right to add a fuel surcharge to Buyers orders.
6.0 DELIVERY; RETURNS AND
REPORTING.
6.1 Standard Delivery. Staples'
shipments shall be F.O.B. Buyer's location in the
forty-eight (48) contiguous United States for standard
delivery. Additional freight charges may apply for
furniture, special delivery, rush or special order
Products. Staples shall use commercially reasonable
efforts to ship Products ordered by Buyer before 4:00
p.m. local time within one (1) Business Day after
acceptance of a Purchase Order, except for furniture,
special order Products or Products that are back
ordered. In the event that a Product is back ordered or
shipment is delayed for any reason, Buyer agrees that
Staples shall not be obligated to notify Buyer of such
delay but rather shall use commercially reasonable
efforts to deliver the delayed Product as promptly as
commercially practicable. Staples will treat any such
delayed order as active unless Buyer contacts Staples
and provides other instructions.
6.2 Returns. Staples will accept returns
of stocked office supply Products in salable condition
up to thirty (30) Calendar Days after receipt by
Buyer, including Staples° Brand office supply
Products. The Product must be returned to Staples
with its complete and original manufacturer's
packaging intact and undamaged, including Universal
Product Code (UPC), manuals and parts, and a copy
of the packing slip. Any Product that is returned
without a promotional item(s), which was included in
the original transaction (e.g., buy printer, get free ink)
will have the value of the promotional item deducted
from the amount refunded. Software Products,
including Staples Brand software Products, must be
returned within thirty (30) Calendar Days of receipt
by Buyer unopened and in salable condition. An
opened or defective software Product can be
exchanged for the same title and version of the
software Product within thirty (30) Calendar Days of
P
receipt b y Buyer. Subject to manufacturers' returns
policies and restrictions, business machines,
computers, consumer electronics, networking,
peripherals, storage and technology Products,
including Staples°" Brand Products in each of these
categorie s, must be returned within fourteen (14)
Calendar Days of receipt of Product. Unassembled
furniture, including Staples° Brand furniture, must be
returned within fourteen (14) Calendar Days of
receipt o f Product. Assembled or custom furniture,
including Staples° Brand furniture, may not be
returned, except damaged or defective assembled or
custom F urniture may be returned within fourteen
(14) Calendar Days of receipt of Product. Non-stock
Products and custom imprinted Products are not
returnabl e, except damaged or defective non-stock
Products and/or custom imprinted Products may be
returned within thirty (30) Calendar Days of Buyer
receiving such Product. Buyer may process Product
returns online by accessing the My Order Status page
located o n StaplesLink.com. Returned Products will
not be t raceable unless Buyer follows the return
procedure s outlined in this Section 6.2.
6.3 Reporting. Staples will provide
monthly usage reports to Buyer in a form mutually
agreed to by the Parties.
7.0 PAYMENT TERMS AND INVOICING.
7.1 Invoices. In accordance with
Buyer's payables system requirements, Staples shall
invoice Buyer by monthly summary billing. In the
event a Buyer location fails to make payment, Buyer
shall be responsible for the payment for that
particular location.
7.2 Payment Terms. Buyer will remit
all invoice payments, including all Taxes on its
Product purchases to Staples in thirty (30) Calendar
Days from receipt of invoice, unless otherwise agreed
to in writing by the Parties.
7.3 Convenience and Registered
Procurement Cards. Buyer may participate in Staples'
convenience card and/or registered procurement card
programs by completing and signing Staples'
Convenience Card Application and/or Registered
Procurement Card Registration Form, which will be
inrnyjrjerul l;pnn regi~ect. Tf R'.;ye:' elects to participate i.^.
either of Staples' programs, Buyer must comply with
all of the terms and conditions set forth in the
applicable application and/or registration form.
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8.0 TAXES.
8.1 If Buyer is exempt from paying
Taxes on its pw•chases from Staples, Buyer shall
provide Staples with a valid certificate of exemption,
as prescribed and defined by applicable state law. If
Buyer fails to provide a valid certificate of
exemption, Staples shall charge Buyer Taxes, if any,
on its sales of Products to Buyer. Notwithstanding
the foregoing, Taxes or similar liabilities chargeable
against the income or gross receipts of Staples shall
be paid by Staples.
8.2 Staples shall comply with all
federal and state benefits laws applicable to Staples
or its employees, if any, including making deductions
and contributions to social security and
unemployment tax. In addition, the Parties
acknowledge and agree that Staples is responsible for
collecting and remitting all applicable Taxes due in
connection with Staples' sale of Products to Buyer, if
any. Each Party shall be responsible for the payment
of all other taxes imposed upon it in connection with,
or as a result of, this Agreement.
9.0 TITLE, RISK OF LOSS AND
PRODUCT WARRANTY.
Title and risk of loss in connection with the Products
shall pass to Buyer at the time the Products are
delivered to Buyer. Staples warrants Chat it will
provide Buyer with pass-through of all
manufacturers' warranties for all Products sold to
Buyer in lieu of any other express or implied
warranties from Staples. STAPLES EXPRESSLY
DISCLAIMS ALL REPRESENTATIONS AND
WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR ANY OTHER
STATUTORY OR COMMON LAW WARRANTY.
10.0 RELATIONSHIP OF THE PARTIES.
It is understood and agreed that each of the Parties
hereto is an independent contractor and that neither
Party is, nor shall be considered to be, an agent of the
other. Neither Party shall act or represent itself,
directly or by implication, as an agent of the other or
... uny :na.^.ner assume or .,reate any abligation c..
behalf of, or in the name of, the other. Unless
otherwise agreed to in writing, Staples assumes full
responsibility for the actions of all of its personnel
while performing sales of Products and Services under
Corporate Purchasing Agreement Confidential Pale 6 of 7
this Agreement and for the payment of their
compensation (including, if applicable, withholding of
income taxes and the payment and withholding of
social security and other payroll taxes), workers'
compensation, disability benefits and the like to the
extent applicable to the personnel involved. Staples
shall defend, indemnify and hold harmless Buyer
against all liability and loss in connection with, and
shall assume full responsibility for, payment of all
federal, state and local taxes or contributions imposed
or required under unemployment insurance, social
security and income tax laws, with respect to Staples
or its employees engaged in performance of this
Agreement.
11.0 PUBLICITY.
Without limiting any confidentiality obligations of
either Party set forth in this Agreement, each Party
shall not advertise, market, disclose or otherwise make
known to others any information relating to any terms
of this Agreement, the existence of this Agreement, or
the existence of a relationship with the other Party,
including mentioning or implying the name of the
other Party, or any of its Affiliates, subsidiaries or
personnel, without the prior written consent of the
other Party which consent may be given or withheld in
the other Party's sole discretion. Notwithstanding the
foregoing, a Party may disclose such information as
may be expressly required under the Colorado Open
Records Act without such consent from the other
Party.
12.0 LIMITATION OF LIABILITY.
Neither Party nor its officers, directors, employees or
Affiliates shall be liable to the other for any special,
indirect, incidental, consequential, punitive or
exemplary damages, including, but not limited to, lost
profits, business interruption, loss of data or cost of
cover, even if such Party alleged to be liable has
knowledge of the possibility of such damages, and
each Party's aggregate liability under this Agreement
shall not exceed the total amount of consideration paid
to the other Party under this Agreement; provided,
however, that the limitations set forth in this Section
13 shall not apply to or in any way limit liabilities
arising from a Party's gross negligence or willful
misconduct or from the Publicity (Section 11) or
Confidentiality (Section 12) obligations of either Party
hereunder.
13.0 AUDIT.
During the Term of this Agreement, Staples will
upon not less than fourteen (14) business days' prior
written request, make available to Buyer no more
than once per calendar year, at Staples' corporate
offices, during normal business hours, the usage
reports from Staples' price administration application
(referred to as "SmarTool") and access to relevant
information in Staples' order processing system
(referred to as the Sunrise AS/400 Platform"). The
scope of the audit will be limited to the relevant
information from the SmarTool and Sunrise AS/400
Platform (collectively, the Records) pertaining to all
of Buyer's purchases of Products and Services during
the twelve (12) month period immediately prior to
the date of Buyer's written audit request notice. .
Buyer may employ an independent auditor or Buyer
may choose to conduct such audit on its own behalf.
Staples shall have the right to approve the
independent auditor, which approval shall not be
unreasonably withheld. Upon approval and after the
auditor has executed an appropriate confidentiality
agreement, Staples will permit the auditor to review
the relevant Records. Buyer shall be responsible for
paying the auditor's tees.
14.0 NOTICES.
All Notices shall be in writing and, except as
otherwise expressly provided herein, shall be deemed
to have been given when received or refused, if made
by hand delivery with signed receipt, or one (1) day
after mailing by nationally recognized overnight
courier with signature required, postage prepaid,
addressed to the other Party at its address designated
on the signature page, or at such other address as
such other Party shall have furnished in writing to the
notifying Party in accordance with this Section 15.
15.0 FORCE MAJEURE.
Neither Party shall be liable for any delays or other
non-performance resulting from circumstances or
causes beyond its reasonable control, including,
without limitation, fire or other casualty, act of God,
strike or labor dispute, war or other violence, any law,
order or requirement of any governmental agency or
authority or other causes beyond the reasonable
control of such Party (other than causes related to such
Party's financial condition or with respect to the
payment of money), provided that such Party has
promptly informed the other Party of such force
majeure event upon the occurrence thereof (including
ar
for
required
16.0
reement
e estimate of the additional tine required
-ance) and such Party uses commercially
efforts and all due diligence to effect the
1 Severability. If any provision of
Agreement is declared or found to be
gal, unenforceable or void, then such
vision shall be null and void but each
er provision hereof not so affected shall
enforced to the full extent permitted by
ilicable law. If any provision of this
reement is found to be so broad as to be
enforceable, the provision shall be
;rpreted to be only so broad as to be
' Waiver. No waiver of any right or
edy hereunder with respect to any
-rrence or event on one occasion shall be
ned a waiver of such right or remedy
irespectto such occurrence or event on
other occasion.
Governing Law. The provisions of
Agreement shall be construed in
lance with the laws of the State of
ado excluding its conflict of law
Assignment. The rights and
gations of Buyer under this Agreement
not be assigned by Buyer, nor may
er subcontract or otherwise delegate the
ormance of any of its duties there under
.out, in either case, Staples' prior written
gent (which consent shall not relieve
er of any obligations hereunder or of full
onsibility for any permitted
contractors or delegates). Staples may
;n its rights and obligations under this
;ement without the consent of Buyer to
Affiliate of Staples. Any assignment or
gation in contravention hereof shall be
and void. This Agreement shall be
ing upon the Parties hereto, their heirs,
essors, assigns and personal
°sentatives, and reference to the Buyer
Staples shall include their respective
essors and permitted assigns.
16.5 Modifications in Writing. Any
modification or amendment of any provision
of this Agreement must be in writing and
bear the signature of the duly authorized
Representatives of both Parties.
16.6 Inte ration. This Agreement,
together with any exhibits, schedules, or
attachments to this Agreement or any other
document incorporated herein by reference,
sets forth the entire agreement and
understandings between the Parties hereto
with respect to the subject matter hereof.
This Agreement supersedes all previous
discussions and negotiations between the
Parties and supersedes and replaces any
other agreement that may have existed
between Buyer and Staples with respect to
the subject matter hereof.
16.7 Survival. Unless otherwise
provided herein, the rights and obligations
of any Party which by their nature extend
beyond the expiration or termination of this
Agreement shall continue in full force and
effect notwithstanding the expiration or
termination of this Agreement.
16.8 Staples' Affiliates. The rights
granted to Staples hereunder shall be
deemed to include all Affiliates of Staples
and the purchaser of all or substantially all
of Staples' assets.
16.8 Prohibitions on Public Contract
for Services. If Contractor/Consultant
has any employees or subcontractors,
Contractor/Consultant shall comply with
C.R.S. § 8-17.5-101, et seq., regarding
Illegal Aliens - Public Contracts for
Services, and this Contract. By execution of
this Contract, Contractor/Consultant certifies
that it does not knowingly employ or
contract with an illegal alien who will
perform under this Contract and that
Cond•actor/Consultant will participate in the
E-verify Program or other Department of
Labor and Employment program
("Department Program") in order to confirm
the eligibility of all employees who are
newly hired for employment to perform
work under this Contract.
Corporate Purchasin~~reement Confidential Page 8 of 7
A. Contractor/Consultant shall not: provides information to establish that the
subcontractor has not knowingly employed
(i) Knowingly employ or contract with an or contracted with an illegal alien.
illegal alien to perform work under this
contract for services; or E. The Contractor/Consultant shall comply
with any reasonable request by the
(ii) Enter into a contract with a subcontractor Department of Labor and Employment made
that fails to certify to the in the course of an investigation that the
Contractor/Consultant that the subcontractor department is undertaking pursuant to its
shall not knowingly employ or contract with authority established in C.R.S. § 8-17.5-
an illegal alien to perform work under the 102(5).
public contract for services.
F. If a Contractor/Consultant violates these
B. Contractor/Consultant has confirmed the prohibitions, the County may terminate the
employment eligibility of all employees who contract for a breach of the contract. If the
are newly hired for employment to perform contract is so terminated specifically for a
work under this Contract through breach of this provision of this Contract, the
participation in the E-verify Program or Contractor/Consultant shall be liable for
Department Program, as administered by the actual and consequential damages to the
United States Department of Homeland County as required by law.
Security. Information on applying for the E-
verify program can be found at: G. The County will notify the office of the
http://www.dhs.~ov/xprevprot/proa Colorado Secretary of State if
rams/~c_1185221678150.shtm Contractor/Consultant violates this provision
of this Contract and the County terminates
C. The Contractor/Consultant shall not use the Contract for such breach.
either the E-verify program or other
Department Program procedures to
undertake pre-employment screening of job
applicants while the public contract for
services is being performed.
D. If the Contractor/Consultant obtains actual
knowledge that a subcontractor performing
work under the public contract for services
knowingly employs or contracts with an
illegal alien, the Contractor/Consultant shall
be required to:
(i) Notify the subcontractor and the County
within three days that the
Contractor/Consultant has actual knowledge
that the subcontractor is employing or
conrl-acting with an illegal alien; and
(ii) Terminate the subcontract with the
subcontractor if within three days of
receiving the notice required pursuant to
subparagraph (i) of the paragraph (D) the
subcontractor does not stop employing or
coniracting with the iiiegai alien; except that
the Contractor/Consultant shall not
terminate the contract with the subcontractor
if during such three days the subcontractor
C
EXHIBIT A
PRODUCT PRICE LIST
This Exhibit A is attached to, and made a part of, the Corporate Purchasing Agreement ("CPA") dated as of April 14
2009, by and between Eagle County Government ("Buyer") and Staples Business Advantage, a division of
Staples Contract & Commercial, Inc. ("Staples"). This Exhibit A is made effective as of January 1, 2009
("Exhibit A Effective Date"). All capitalized terms used herein shall have the meaning assigned to them in the CPA,
unless otherwise defined herein.
Customer Item
Number
ustomer Item Description
Cust
UOM Proposed
Price In
Cust
UOM
SMD153L FLDR,MANILA,1/3CUTTAB,LETTER,100/BOX BX $6.66
SMD153C FLDR,MANILA,1/3CUT TAB,LEGAL,100/BOX BX $8.64
SMD74780 FILE PKT,ENDTAB,LEGAL,3.5"EXPANSION,10/BOX BX $23.48
ACC16026 FLDR,PRESSBOARD,2DVDR/6SECT,RCY,LEGAL,BLUE,10/BOX BX $20.11
ACC15026 FLDR,PRESSBOARD,2DVDR/6SECT,RCY,LETTER,BLUE,10/BOX BX $21.76
WLJ36813NM BNDR,3RG,LTR,.S",GRAY,EACH EA $1.66
WLJ36813NB BNDR,3RING,LETTER,.5"CAP,BLACK,EACH EA $1.18
WLLJ36814NR BNDR,3RING,LETTER,1"CAP,RED,EACH EA $1.18
WLJ36814NG BNDR,3RING,LETTER,1"CAP,GREEN,EACH EA $1.18
WLJ36834NBL BNDR,3RING,LETTER,1.5"CAP,DARK BLUE,EACH EA $2.00
WLJ36834NC BNDR,3RING,LETTER,1.5"CAP,BURGUNDY,EACH EA $2.00
WLJ36834NM BNDR,3RING,LETTER,1.5"CAP,GRAY,EACH EA $2.14
WLJ36844NC BNDR,3RING,LETTER,2"CAP,BURGUNDY,EACH EA $2.32
WLJ36844NBL BNDR,3RING,LETTER,2"CAP,DARK BLUE,EACH EA $2.32
WLJ36844NG BNDR,3RING,LETTER,2"CAP,GREEN,EACH EA $2.32
WLJ36849NHR BNDR,3RING,LETTER,3",RED,EACH EA $3.10
WLJ36849NHBL BNDR,3RING,LABEL HOLDER,LETTER,3",DARK BLUE,EACH EA $5.01
WLJ36849NHBL BNDR,3RING,LABEL HOLDER,LETTER,3",DARK BLUE,EACH EA $4.06
TOP74715 PAD,SCRATCH,RECYCLED,3X5,100SHEET,WHITE,12/PACK DZ $4.67
TOP74600 PAD,MESSAGE,RECYCLED,4.25X5.5,12/DOZEN DZ $3.25
TOP4006 BOOK,WHILE YOU WERE OUT,2PART,NCR,3UP,300SETS,EACH EA $3.96
TOP74690 NTBK,STENO,WHITE,70SHEETS,EACH EA $1.10
EXP61429 PAD,LEGAL RULED,PERFORATED,5X8,CANARY,12/DOZEN EA $0.39
EXP21429 PAD,LEGAL RULED,PERFORATED,LEGAL,CANARY,12/DOZEN DZ $9.94
EXP11429 PAD,LEGAL RULED,PERFORATED,LETTER,CANARY,12/DOZEN DZ $6.93
EXP3X3YW PAD,SELF STICK,3X3,YW,12PK DZ $2.59
MMM6569YW 7530 PAD,SELFSTK,2X3,YELLOW,DOZEN EA $0.00
MMM6539YW PAD,POSTIT,1.5X2,YW,12/PACK EA $0.12
MMM660YW PAD,POSTIT,RULED,4X6,YELLOW,100SH/PD,12PD/PK EA $0.55
MMM6559YW PAD,POSTIT,3X5,YELLOW,12/PACK EA $0.33
QUA90020 ENVL,#10,24#,WHITE,500/BOX BX $10.45
QUA90120 ENVL,#10,24#,WINDOW,WHITE,500/BOX BX $14.69
QUAR1790 ENVL,TYVEK,PLAIN,12X15.5,100/BOX BX $35.00
(~IIAR1660 E^d~:LTYVEK,PLAlN,1.n.Y15100;BOX
BX
$30.50
QUAR1520 ENVL,TYVEK,PLAIN, 9.5X12.5,100/BOX BX $30.37
SEL10192 MAILER,BBL,JL,SELF SEAL,14.25X20,KRAFT,#7,25/PK EA $1.05
SEL10189 MAILER,BUBBLE,SELF SEAL,9.5X14.5,KRAFT,#4,100/CT EA $0.34
SEL10187 MAILER,BUBBLE,JL,SELF SEAL,8.5X12,KRAFT,#2,100/CT EA $0.27
Exhibits to Coryorate Purchasing Agreeme~zt Confidential Pa;;e 2
Customer Item
Number
ustomer Item Description
Cust
UOM Proposed
Price In
Cust
UOM
SEL10185 MAILER,BBL,JL,SELF SEAL,6X10,KRAFT,#0,25/PK EA $0.34
LEX1380999 RIBN,TYPEWRITER,CORRECTABLE,WHEELWRITER,BLACK,EACH EA $7.68
LEX1337765 RIBN,LIFTOFF,IBM WHEELWRITER,315/6 SERIES,EACH EA $6.21
MMMCG5000 TRANSFLM,LASER,PLAIN PAPER COPIER,50/BOX BX $12.15
MMMPP2200 TRANSFLM,PLAIN,REMOVABLE STRIP,CLEAR,100/BOX BX $15.06
CLI65001 LAMNT SHT,LETTER,ADHESIVE,CLEAR,50/BOX BX $10.38
MMMMAF4300 TRANSFLM,OVERHEAD PROJECTOR,100/BOX BX $28.63
AVE05260 LBL,ADDRESS,iX2 5/8,750/PACK PK $5.98
EXP10016 INDEX,BINDER,LETTER,A-Z,ASSORTED,1/SET PK $1.70
AVEEW2135 INDEX,EXTRA WIDE,LETTER,ASSORTED,STAB,1/SET ST $0.79
AVETT213M INDEX,TABLE'N TAB,JAN-DEC,ASSORTED,1/SET ST $1.56
EXP10021 INDEX,BINDER,LETTER,CLEAR,5TAB,1/SET ST $0.30
AVE30531 LBL,FILE FLDR,WE,248 PK $0.61
AVE30534 LBL,FILE FOLDER,YELLOW,252/PACK PK $1.34
AVE30532 LBL,FILE FOLDER,DARK RED,252/PACK PK $1.34
AVE30538 LBL,FILE FOLDER,LIGHT BLUE,252/PACK PK $1.34
AVE30535 LBL,FILE FOLDER,GREEN,252/PACK PK $1.34
AVE30536 LBL,FILE FOLDER,PURPLE,252/PACK PK $1.34
AVE30533 LBL,FILE FOLDER,DARK BLUE,252/PACK PK $1.34
AVE30537 LBL,FILE FOLDER,ORANGE,252/PACK PK $1.34
AVE30540 LBL,FILE FOLDER,BLACK,252/PACK PK $1.34
AVE30411 LBL,RCT,4X2,WE,120 PK $1.74
AVE05729 REINFORCMNT,9/16",SELF ADHESIVE,WHITE,200/PACK PK $0.63
AVE05721 REINFORCMNT,9/16",SELF ADHESIVE,CLEAR,200/PACK PK $0.94
NUKBR80C RIBN,CALCULATOR,NYLON,SHARP,BLACK/RED,EACH PK $3.96
CEB20212 PPR ROLL,2.25"X150',WHITE EA $0.40
AVE05746 LBL,SLF ADHV,CONFIDENTIAL PK $1.32
BTE81034 FLAG,SIGN HERE,BLUE,120/PACK PK $2.73
BTE60315 FLAG,RUSH,RED,120/PACK PK $2.73
AVE22207 INDEX,TAB,1.5",RD,B SHT/PK, MFG DISC 02/21/2008 PK $1.27
AVE22211 INDEX,TAB,1.5",WHITE,32/PACK PK $1.29
AVE05146 BADGE,NAME,PLAIN,GOLD BORDER,100/PACK PK $1.62
AVE11026 KEY TAG,1.25",ASSORTED,50/PACK PK $2.94
MMM6801 FLAG,POSTIT,1",2-PK,RED,50 FLAGS/PACK EA $2.64
MMM6802 FLAG,POSTIT,1", 2 PACK, BLUE, 50 FLAGS/PACK EA $2.64
MMM6803 FLAG POSTIT,1",2-PK, GREEN, 50 FLAGS/PACK EA $2.64
MMM6804 FLAG,POSTIT,1",2-PACK, ORANGE, 50 FLAGS/PACK EA $2.64
MMM6805 FLAG,POSTIT,1",2-PK,YELLOW,50 FLAGS/PACK EA $2.64
MMM6808 FLAG,POSTIT,1",2-PK, PURPLE,50 FLAGS/PACK EA $2.64
AVE59112 TAB,CLOTH,S/8",ROUND,25/PACK PK $1.32
SMD64600 TAB,HANG FOLDER,1/5CUT,CLEAR,25/PACK PK $0.85
SMD64615 TAB,HANG FOLDER,1/3CUT,CLEAR,25EA/PACK PK $1.05
TOP46350 BOOK,S0,3PT,NCR,5.5X8,EACH EA $3.37
TOP468 i 6 BOOK,RCPT ,2P T ,iJCR,4UP,4C,1 i "X8-ii2",WHITE/CiHIVARY EA $12.47
SAN95100 STAMP PAD,FOAM,#1,DRY,EACH EA $1.11
SAN58701 STAMP PAD INK,2 OZ,BLACK,EACH EA $1.06
SAN58702 STAMP PAD INK,2 OZ,RED,EACH EA $1.06
Purc
Customer Item
Number
ustomer Item Description
Cust
UOM Proposed
Price In
Cust
UOM
SHA22111 STAMP PAD INK,REFILL,BOTTLE,RED,EACH EA $1.83
SHA22112 STAMP PAD INK,REFILL,BOTTLE,BLACK,EACH EA $2.09
GBC9800659 INK,NUMBER MACHINE,W/BRUSH,IOUNCE,BLACK,EACH EA $3.55
SAN70520 ERASER,PENCIL,PINK PEARL,MEDIUM,EACH EA $0.25
BAUMR2000 SHARPENER,PENCIL,POCKET,SILVER,EACH EA $0.63
PENZE22C ERASER,CLIC,GRIP,BE EA $0.90
PENZER2 ERASER,REFILL,CLICK,2/PACK PK $0.66
SAN12132 PCL,WOOD,#2,AMERICAN,SOFT,12/DOZEN DZ $0.51
PIL35349 PEN,ROLLER,PRECISE,V7,FINE,BLUE,EACH EA $0.89
PIL35346 PEN,ROLLER,PRECISE,V7,FINE,BLACK,EACH EA $0.89
PIL35352 PEN,ROLLER,PRECISE,V7,FINE,RED,EACH EA $0.89
PIL35335 PEN,ROLLER,PRECISE,V5,EXTRA FINE,BLUE,EACH EA $0.89
PIL35334 PEN,ROLLER,PRECISE,V5,EXTRA FINE,BLACK,EACH EA $0.89
PIL35336 PEN,ROLLER,PRECISE,V5,EXTRA FINE,RED,EACH EA $0.89
BICGSMIIBK PEN,BALLPOINT,ROUNDSTICK,MEDIUM,BLACK,12/DOZEN DZ $1.13
PENBK9IA PEN,BALLPOINT,REFILLABLE,MEDIUM,BLACK,DOZEN DZ $4.25
PENBK90C PEN,BALLPOINT,REFILLABLE,FINE,BIUE,DOZEN DZ $4.25
PENBK918 PEN,BALLPOINT,REFILLABLE,MEDIUM,RED,EACH DZ $4.25
PENBK90B PEN,BALLPOINT,REFILLABLE,FINE,RED,DOZEN DZ $4.25
PIL36711 PEN,BALLPOINT,STICK,MEDIUM,BLUE,EACH EA $0.58
PIL36011 PEN,BALLPOINT,STICK,FINE,BLUE,EACH DZ $6.92
PIL35711 PEN,BALLPOINT,STICK,MEDIUM,BLACK,EACH DZ $6.92
PIL35011 PEN,BALLPOINT,STICK,FINE,BLACK DZ $6.92
PIL37711 PEN,BALLPOINT,STICK,MEDIUM,RED,EACH EA $0.58
PIL37011 PEN,BALLPOINT,STICK,FINE,RED,EACH EA $0.58
SAN30001 MRKR,SHARPIE,PERMANENT,FINE,BLACK,EACH EA $0.53
SAN30002 MRKR,SHARPIE,PERMANENT,FINE,RED,EACH EA $0.53
SAN30003 MRKR,SHARPIE,PERMANENT,FINE,BLUE,EACH EA $0.53
SAN35001 MRKR,SHARPIE,EXTRA FINE,BLACK,EACH EA $0.53
SAN35002 MRKR,SHARPIE,EXTRA FINE,RED,EACH EA $0.42
SAN35003 MRKR,SHARPIE,EXTRA FINE,BLUE,EACH EA $0.34
CEB50042 HILTER,BROAD,PINK,DOZEN DZ $3.23
CEB50046 HILITER,BROAD POINT,FLUORESCENT GREEN,DOZEN DZ $3.23
CE850041 HILITER,BROAD POINT,BLUE,DOZEN DZ $3.23
CEB50040 HILITER,BROAD POINT,YELLOW,DOZEN DZ $3.23
BICBLIIPK HILITER,BRITELINER,CHISELTIP,PINK,EACH DZ $2.07
BICBLIIGN HILITER,BRITELINER,CHISELTIP,GREEN,DOZEN DZ $2.07
BICBLIIYW HILITER,BRITELINER,CHISELTIP,YELLOW,DOZEN DZ $2.53
BICBLIIBE HILITER,BRITELINER,CHISELTIP,BLUE,EACH DZ $2.53
BICB4P51ASST HILITER,Z4 BRITE,AST PK $2.08
AVE08888 MRKR,MARKS-A-LOT,LARGE,BLACK,EACH EA $0.45
SAN64292 MRKR,PERM,CHSL,RD MFG DISC 1/16/08 EA $0.33
SAN22478 MRKR,FLIP CHART,B/SET ST $3.31
SAN81505 ERASER,DRY ERASE,EACH EA $1.16
SAN88078 MRKR,EXPO,DRY ERASE,BULLET TIP,ASSORTED,8/SET ST $5.11
AVE24411 MRKR,DRY ERASE,CHISEL TIP,ASSORTED,B/SET ST $4.50
SAN84001 MRKR,EXPO,DRY ERASE,FINE,BLACK,EACH EA $0.48
Exhibits to Corporate Purchasing A;;reement Confidential Pam
Customer Item
Number
ustomer Item Description
Cust
UOM Proposed
Price In
Cust
UOM
PENPD345TC PCL,MECHANICAL,.5MM,CLICKER,BLUE,EACH EA $1.83
PENPDEI ERASER,MECHANICAL PENCIL,PD345,5/TUBE TB $0.70
PENC505HB LEAD,MECHANICAL PENCIL,HB,.5MM,12/TUBE TB $0.37
PEN506 LEAD,MECHANICAL,PENCIL,6,.7MM,12/TUBE TB $0.41
SAN16001 MRKR,VISAVIS,FINE,BLACK,EACH EA $0.48
SAN16002 MRKR,VISAVIS,FINE,RED,EACH EA $0.48
SAN16003 MRKR,VISAVIS,FINE,BLUE,EACH EA $0.48
PAP71001 CORK FLUID,FOR COPIES,22 ML,WHITE,EACH EA $0.88
PAP74701 CORK FLUID,PEN AND INK,.6 OUNCE,EACH EA $0.88
PAP61372 CORK TAPE,1-LINE,2/PK PK $2.19
WAU32522 PPR,COPY,20#,LEGAL,BLUE,500/REAM RM $4.62
WAU32562 PPR,COPY,20#,LEGAL,GREEN,500/REAM RM $4.62
CE68511 PIN PPR,COPY,20#,LETTER,RECYCLE,PINK,500/REAM RM $4.06
CEB8511BLU PPR,COPY,20#,LETTER,RECYCLE,BLUE,500/REAM RM $4.06
CEB8511CAN PPR,COPY,20#,LETTER,RECYCLE,CANARY,500/REAM RM $4.06
CEB8511GRE PPR,COPY,20#,LETTER,RECYCLE,GREEN,500/REAM RM $4.06
CEB8511P PPR,COPY,20#,92BRIGHT,LTR,3HP,WHITE,500/REAM RM $3.37
CEB1117 PPR,COPY,20#,92BRIGHT,11X17,WHITE,500/REAM RM $6.74
AVEPV11950 PROT,SHEET,TOP LOAD,LETTER,CLEAR,50/BOX BX $4.67
ACC70324 FASTENER,2PIECE,COMPLETE,3.5"CAP,2.75CC,50/BOX BX $5.77
ACC70724 FASTENER,2PC,3.5"CAP,506X BX $6.72
DPS40020PK PPR CLIP,GEM #1,10 BOXES/PACK PK $1.46
CE835070 BNDR CLIP,.25",MINI DZ $0.21
MMM81034X36 TAPE,MAGIC,3/4"X36 YARDS,ROLL EA $1.99
MMM60034X36 TAPE,CELLOPHANE,3/4"X36 YARDS,CLEAR,ROLL EA $0.54
SWI74701 STAPLER,DESK,FULL STRIP,BLACK,EACH EA $9.90
SWI35450 STAPLE,FULL STRIP,1/4",5000/BOX BX $1.95
OIC92707 PUSH PIN,PLAS,3/8",CL BX $0.82
ACC72610 PPR CLAMP,IDEAL,#1,LARGE,12/BOX BX $0.49
EXP00607 RUBRBAND,#19,iPOUND/BAG PK $1.77
EXP00609 RUBRBAND,#33,iPOUND/BAG PK $1.77
EXP00612 RUBRBAND,#117B,1POUND/BAG PK $1.77
ACM10703 SHEARS,BENT HANDLE,8"BLADE,STAINLESS STEEL,EACH EA $1.80
ACM10415 RULER,STAINLESS STEEL,STA-PUT,12",EACH EA $1.91
OIC93690 PPR CLIP DSPR,SMALL,SMOKE/BLACK,EACH EA $0.56
OIC99920 MOISTENER,CUP AND SPNG,3" EA $0.82
MAX179030 CASSETTE,DICTATION,60 MINUTES,3/PACK PK $1.56
OIC83101 CLIPBOARD,9"X15.5",BROWN,EACH EA $0.87
OIC83100 CLIPBOARD,9"X12.5",BROWN,EACH EA $0.83
EXP93053 CLIPBOARD,6X9,UCLP,SMOKE EA $1.18
ESS51 CARD,INDEX,5X8,RULED,WHITE,100/PACK PK $1.01
ESS41 CARD,INDEX,4X6,RULED,WHITE,100/PACK PK $0.65
ESS31 CARD,INDEX,3X5,RULED,WHITE,100/PACK PK $0.38
EVEE928P8 BATTERY,AAA,ENERGiZER,8/PACK PK $5.20
EVEE91BP8 BATTERY,AA,ENERGIZER,8/PACK PK $5.20
EVE522FP4 BATTERY,9VOLT,ALKALINE,ENERGIZER,4/PACK PK $2.61
140198A TONER CTRG,LASERJET HP IV,IV+,EACH EA $68.04
Customer Item
Number
ustomer Item Description
Cust
UOM Proposed
Price In
Cust
UOM
C8061A TONER CTRG,LASR EA $91.17
C4127A TONER CTRG,F/HP4000,(iM EA $91.10
CEB8511RCY PPR,CPY,LTR,RCY,92BT CS $38.95
CEB8514RCY PPR,CPY,EARTHSVR,LGL,RCY CS $45.99
CEB1117RCY PPR,CPY,20#,92 BRT,EARTHSVR,LGR,RCY RM $7.23
Exhr~bits to Corporate Purcl2asin~Agreement Confidential Pale 6
EXHIBIT B
SUPPLEMENTAL PROVISIONS
This Exhibit B is attached to, and made a part of, the Corporate Purchasing Agreement ("CPA") dated as of April
15, 2009, by and between Eagle County Government ("B~er") and Staples Business Advantage, a division of
Staples Contract & Commercial, Inc. ("Staples"). This Exhibit B is made effective as of January 1, 2009
("Exhibit B Effective Date"). All capitalized terms used herein shall have the meaning assigned to them in the CPA,
unless otherwise defined herein.
Fixed Volume Rebate. Supplier will pay Buyer a volume rebate of seven percent (7%) of
Buyer's Net Sales, exclusive of office furniture and facility supplies during each Annual Period,
to be paid within forty-five (45) Calendar Days after the end of each Annual Period during the
Term.
