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STAPLES BUSINESS ADVANTAGE CORPORATE PURCHASING AGREEMENT
Effective Date: January 1, 2010
Expiration Date: December 31, 2010
Buyer's Name: Eagle County Government
TH[S CORPORATE PURCHASING AGREEMENT ("Aereement") 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 ("Stales")
and the above named Buyer, a political subdivision of the state of Colorado, 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:
yX~~
(Signature)
Name: Sara J. Fisher
Title: Chairman, Board of County Commissioners
Date: 1~
~ j ~~ ~/ ~.
Address for Notices:
Eagle County Government
500 Broadway
Eagle, CO 81631
ATTN: Mariya Trifonova
Telephone: 970.328.3515
Facsimile: 970-328-3519
Email:mariya.trifonova@eaglecounty.us
with a copy to: County Attorney
For Le al Use Onl
(Rev. 08/2008)
STAPLES CONTRACT & COMMERCIAL, INC.
By its authorized agent:
!~(/ ~. c ,
(Signature)
Name: (i(JA7 q -a. iV1.tM i ~t ~.~,~
Title: ~.. o ~ V
Date: ~ Z2./.Z~ /~
Address for Notices:
Staples Contract & Commercial, Inc
500 Staples Drive
Framingham, MA 01702
ATTN: Coco Koch
Telephone: 970-926-5675
Facsimile: 970-926-5899
Email: cocakoch@staples .com
with a copy to: General Counsel
>10
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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 Buffer. 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 Catalo 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 Ex~ration 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.
t.2 Annual Period. January 1st to
December 31st during each year this Agreement is
effective.
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
Day.
l.ll 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 communication required or
permitted to be given or made hereunder by a Party.
1.16 Party. Staples or Buyer.
Corporate Purchasing Agreement Confidential Page 3 of 7
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 TERM.
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 the 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.
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.
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 TERMINATION.
4.1 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
Agreement and such failure continues for thirty (30)
Calendar Days after written notification from the
non-breaching Party, the non-breaching Party may, at
its sole discretion and in addition to any other right or
remedy available under applicable law or in equity,
terminate this Agreement upon an additional ten (10)
Calendar Days' prior written notice to the breaching
Party. Notwithstanding the foregoing, if either Party
breaches its obligations under Section 12.0
(Confidentiality), the non-breaching Party may, at its
sole discretion, terminate this Agreement without
notice.
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
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 one calendar year except for copy
paper and toner. Copy paper and toner 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 shall be priced on a matrix that will be
approximately 58% off suggested list prices on
average. Non-core items are any item in the Staples
catalog that are not on the Core item list.
5.3 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.
5.4 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
Corporate Purchasing Agreement Confidential Page 7 of 7
occurrence or event on one occasion shall be
deemed a waiver of such right or remedy
with respect to such occurrence or event on
any other occasion.
16.3 Governing Law. The provisions of
this Agreement shall be construed in
accordance with the laws of the State of
Colorado excluding its conflict of law
provisions.
16.4 Assignment. The rights and
obligations of Buyer under this Agreement
may not be assigned by Buyer, nor may
Buyer subcontract or otherwise delegate the
performance of any of its duties there under
without, in either case, Staples' prior written
consent (which consent shall not relieve
Buyer of any obligations hereunder or of full
responsibility for any permitted
Subcontractors or delegates). Staples may
assign its rights and obligations under this
Agreement without the consent of Buyer to
any Affiliate of Staples. Any assignment or
delegation in contravention hereof shall be
null and void. This Agreement shall be
binding upon the Parties hereto, their heirs,
successors, assigns and personal
representatives, and reference to the Buyer
and Staples shall include their respective
successors and permitted assigns.
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.
16.9 Prohibitions on Public Contract
for Services. [f 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
Contractor/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.
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,.rag_ tion. 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
A. Contractor/Consultant shall not:
(i) Knowingly employ or contract with an
illegal alien to perform work under this
contract for services; or
(ii) Enter into a contract with a subcontractor
that fails to certify to the
Contractor/Consultant that the subcontractor
shall not knowingly employ or contract with
an illegal alien to perform work under the
public contract for services.
B. Contractor/Consultant has confirmed the
employment eligibility of all employees who
are newly hired for employment to perform
work under this Contract through
participation in the E-verify Program or
Department Program, as administered by the
United States Department of Homeland
Security. Information on applying for the E-
verify program can be found at:
Corporate Purchasing Agreement Confidential Page 8 of 7
http: //www. dh s. gov/xprevprot/prop
rams/~c 1185221678150.shtm
C. The Contractor/Consultant shall not use
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:
Colorado Secretary of State if
Contractor/Consultant violates this provision
of this Contract and the County terminates
the Contract for such breach.
16.10 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 in accordance with the Colorado
Open Records Act.
(i) Notify the subcontractor and the County
within three days that the
Contractor/Consultant has actual knowledge
that the subcontractor is employing or
contracting 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
contracting with the illegal alien; except that
the Contractor/Consultant shall not
terminate the contract with the subcontractor
if during such three days the subcontractor
provides information to establish that the
subcontractor has not knowingly employed
or contracted with an illegal alien.
E. The Contractor/Consultant shall comply
with any reasonable request by the
Department of Labor and Employment made
in the course of an investigation that the
department is undertaking pursuant to its
authority established in C.R.S. § 8-17.5-
102(5).
If a Contractor/Consultant violates these
prohibitions, the County may terminate the
contract for a breach of the contract. If the
contract is so terminated specifically for a
breach of this provision of this Contract, the
Contractor/Consultant shall be liable for
actual and consequential damages to the
County as required by law.
****
G. The County will notify the office of the
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STAPLES BUSINESS ADVANTAGE CORPORATE PURCHASING AGREEMENT
Effective Date: January 1, 2010
Expiration Date: December 31, 2010
Buyer's Name: Eagle County Government
THIS CORPORATE PURCHASING AGREEMENT ("Aereement") 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 ("Staples")
and the above named Buyer, a political subdivision of the state of Colorado, 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: Sara J. Fisher
Title: Chairman, Board of County Commissioners
Date: ~~ / ~ (~' /~ ~~
Address for Notices:
Eagle County Government
500 Broadway
Eagle, CO 81631
ATTN: Mariya Trifonova
Telephone: 970.328.3515
Facsimile: 970-328-3519
Email:mariya.trifonova@eaglecounty.us
with a copy to: County Attorney
For Le al Use Onl
(Rev. 08/2008)
STAPLES CONTRACT & COMMERCIAL, INC.
By its authorized agent:
(Signature)
Name: (~CJA7 ~ ~-¢• ~Yl.v+~l i ~~ /.~.]
Title: .~ o ~ V
Date: / sz,/,Z~ /~
Address for Notices:
Staples Contract & Commercial, Inc.
500 Staples Drive
Framingham, MA 01702
ATTN: Coco Koch
Telephone: 970-926-5675
Facsimile: 970-926-5899
Email: coco.koch@staples .com
with a copy to: General Counsel
~I ~ "~
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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
1.5 Bu•}~er. 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 Cataloe. Staples' current Office
Products Catalog.
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:
1.0 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
December 31st during each year this Agreement is
effective.
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
Day.
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.
1.11 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 communication required or
permitted to be given or made hereunder by a Party.
1.16 Party. Staples or Buyer.
Corporate Purchasing Agreement Conf dential 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").
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.
1.18 Products. All Core Items, Non-
Core Items, Premium Products and Proprietary
Products that Buyer purchases from Staples.
1.19 Proprietary Information.
Proprietary Information shall include this Agreement
and all information or data furnished by either Party
("Disclosing_, Party") to the other Party ("Receiving
P~") 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 Purchase Order. Purchase order or
other written instrument executed, or electronic
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 taxes 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.
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.
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
Corporate Purchasing Agreement Confidential Pale 3 of 7
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 TERM.
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 the 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.
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. [n 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.
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 TERMINATION.
4.1 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
Agreement and such failure continues for thirty (30)
Calendar Days after written notification from the
non-breaching Party, the non-breaching Party may, at
its sole discretion and in addition to any other right or
remedy available under applicable law or in equity,
terminate this Agreement upon an additional ten (10)
Calendar Days' prior written notice to the breaching
Party. Notwithstanding the foregoing, if either Party
breaches its obligations under Section 12.0
(Confidentiality), the non-breaching Party may, at its
sole discretion, terminate this Agreement without
notice.
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
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 one calendar year except for copy
paper and toner. Copy paper and toner 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 shall be priced on a matrix that will be
approximately 58% off suggested list prices on
average. Non-core items are any item in the Staples
catalog that are not on the Core item list.
5.3 Propriety 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.
5.4 Commodity Groupin7s. 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
Corporate Purchasing Agreement Confidential Page 4 of 7
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.
5.5 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.
5.6 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.
5.7 Estimated Purchase Volume.
Staples has predicated its pricing on Buyer's stated
annual purchase volume of $100,000.00 ("Estimated
Purchase Volume"), as well as Buyer's current
purchasing patterns. [f 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.
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
receipt by 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
categories, 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 of Product. Assembled or custom furniture,
including Staples Brand furniture, may not be
returned, except damaged or defective assembled or
custom Furniture may be returned within fourteen
(14) Calendar Days of receipt of Product. Non-stock
Products and custom imprinted Products are not
returnable, 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
Corporate Purchasi~ Agreement Confidential Page 5 of 7
returns online by accessing the My Order Status page
located on StaplesLink.com. Returned Products will
not be traceable unless Buyer follows the return
procedures outlined in this Section 6.2.
6.3 Re~ortin~. Staples will provide
monthly usage reports to Buyer in a form mutually
agreed to by the Parties.
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.
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
provided upon request. If Buyer elects to participate in
either of Staples' programs, Buyer must comply with
all of the terms and conditions set forth in the
applicable application and/or registration form.
8.0 TAXES.
8.1 If Buyer is exempt from paying
Taxes on its purchases 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
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 that 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
in any manner assume or create any obligation on
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
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
Corporate Purchasing Agreement Confidential Page 6 of 7
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 (]4) 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 fees.
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
a reasonable estimate of the additional time required
for performance) and such Party uses commercially
reasonable efforts and all due diligence to effect the
required performance.
16.0 MISCELLANEOUS.
16.1 Severability. If any provision of
this Agreement is declared or found to be
illegal, unenforceable or void, then such
provision shall be null and void but each
other provision hereof not so affected shall
be enforced to the full extent permitted by
applicable law. [f any provision of this
Agreement is found to be so broad as to be
unenforceable, the provision shall be
interpreted to be only so broad as to be
enforceable.
16.2 Waiver. No waiver of any right or
remedy hereunder with respect to any
Corporate Purchasing Agreement Confidential Page 7 of 7
occurrence or event on one occasion shall be
deemed a waiver of such right or remedy
with respect to such occurrence or event on
any other occasion.
16.3 Governing Law. The provisions of
this Agreement shall be construed in
accordance with the laws of the State of
Colorado excluding its conflict of law
provisions.
16.4 Assi ng ment• The rights and
obligations of Buyer under this Agreement
may not be assigned by Buyer, nor may
Buyer subcontract or otherwise delegate the
performance of any of its duties there under
without, in either case, Staples' prior written
consent (which consent shall not relieve
Buyer of any obligations hereunder or of full
responsibility for any permitted
Subcontractors or delegates). Staples may
assign its rights and obligations under this
Agreement without the consent of Buyer to
any Affiliate of Staples. Any assignment or
delegation in contravention hereof shall be
null and void. This Agreement shall be
binding upon the Parties hereto, their heirs,
successors, assigns and personal
representatives, and reference to the Buyer
and Staples shall include their respective
successors and permitted assigns.
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.
16.9 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
Contractor/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.
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 Integration. 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
A. Contractor/Consultant shall not:
(i) Knowingly employ or contract with an
illegal alien to perform work under this
contract for services; or
(ii) Enter into a contract with a subcontractor
that fails to certify to the
Contractor/Consultant that the subcontractor
shall not knowingly employ or contract with
an illegal alien to perform work under the
public contract for services.
B. Contractor/Consultant has confirmed the
employment eligibility of all employees who
are newly hired for employment to perform
work under this Contract through
participation in the E-verify Program or
Department Program, as administered by the
United States Department of Homeland
Security. Information on applying for the E-
verify program can be found at:
Corporate Purchasin~AQreement Confidential Page 8 of 7
http: //www. dh s.gov/x~revprot/prog
rams/,Q~c 1185221678150.shtm
C. The Contractor/Consultant shall not use
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:
Colorado Secretary of State if
Contractor/Consultant violates this provision
of this Contract and the County terminates
the Contract for such breach.
16.10 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 in accordance with the Colorado
Open Records Act.
(i) Notify the subcontractor and the County
within three days that the
Contractor/Consultant has actual knowledge
that the subcontractor is employing or
contracting 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
contracting with the illegal alien; except that
the Contractor/Consultant shall not
terminate the contract with the subcontractor
if during such three days the subcontractor
provides information to establish that the
subcontractor has not knowingly employed
or contracted with an illegal alien.
E. The Contractor/Consultant shall comply
with any reasonable request by the
Department of Labor and Employment made
in the course of an investigation that the
department is undertaking pursuant to its
authority established in C.R.S. § 8-17.5-
102(5).
If a Contractor/Consultant violates these
prohibitions, the County may terminate the
contract for a breach of the contract. If the
contract is so terminated specifically for a
breach of this provision of this Contract, the
Contractor/Consultant shall be liable for
actual and consequential damages to the
County as required by law.
****
G. The County will notify the office of the
Exhibits to Corporate Purchasing Agreement Confidential Pam
EXHIBIT A
PRODUCT PRICE LIST
This Exhibit A is attached to, and made a part of, the Corporate Purchasing Agreement ("CPA") dated as of January
1512010, 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 151 2010
("Exhibit A Effective Date"). All capitalized terms used herein shall have the meaning assigned to them in the CPA,
unless otherwise defined herein.
STP620016 price is shown NET after Rebates -Rebates not applicable to 3.88 rm price.
Proposed Item Offerin Additional Savin s Items
Min Min
Cust Sell Addl Savings Cust Sell
Price Item Number Item Descri tion Uom Item Price Uom
$3.88 STP620016 PAPER,COPY,8.5X11,100 RECYCLED,500/REAM RM $3.88
$0.18 CEB35072 BNDR CLIP,3/8",SM DZ $0.18
$0.19 EXP10021 INDEX,BINDER,LETTER,CLEAR,STAB,1/SET ST $0.19
$1.79 MMM81034X36 TAPE,MAGIC,3/4"X36 YARDS,ROLL RL CEB34X366PK $0.49 PK
$0.39 CE635074 BNDR CLIP,MED DZ $0.39
$0.31 EVEEN91 BATTERY,AA,ALK,24EACH/BOX BX DURPC1500BKD $0.31 BX
$0.99 AVE23079 INDEX,BINDER,LETTER,ASSORTED,8TA6,1/SET ST CEB10162 $0.79 ST
FILE,STORAGE,ECONOMY, LETTER/LEGAL,STACK
$0.89 EXP30002 WT350#,EA EA $0.89
$0.29 CE610159 INDEX,BNDR,LTR,CL,5T6,1ST ST $0.29
$0.50 CE634X36CLPK TAPE,TRANSPARENT,3/41NCH PK $0.50
$0.18 CE635070 BNDR CLIP,.25",MINI DZ $0.18
$3.22 HAM162008 PAPER,COPY,TIDAL,MP,LETTER,WHITE,REAM RM CE68511 $3.19 RM
$0.54 SONCD080CN DISK,CDR,700MB,BRANDED EA CE623134 $0.34 PK
$27.41 QUAR1520 ENVL,TYVEK,PLAIN, 9.5X12.5,100/BOX BX $27.41
$0.34 CE620216 PPR ROLL,2.25X150',RECYCLED,WHITE RL $0.34
$2.19 SJPS60433 FLDR,6SEC,ET,CBT,EACH EA $2.19
$1.41 CRCCCL CLEANER,COFFEE POT MFG DISC 7/05105 EA $1.41
$38.80 STP620016 PAPER,COPY,8.5X11,100 RECYCLED,500/REAM CT $38.80
$1.63 EXP60012 BNDR,VIEW,3RING,LETTER,1.5"CAP,WHITE,EACH EA $1.63
FILE,STORAGE,12X11,CORRUGATED,ECON,STACK
$1.98 EXP30010 WT350#,EA EA $1.98
$9.83 AVE8387 POSTCARD,INKJET,WHITE,200/BOX BX $9.83
FILE,STORAGE,15X11,CORRUGATED FBRBRD,STACK
$2.33 EXP30011 WT350# EA $2.33
$0.79 BICGSM11BK PEN,BALLPOINT,ROUND STICK,MEDIUM,BLACK,12/DOZEN DZ $0.79
$0.98 PIL28802 PEN,ROLR,PRCS GRIP,XFN,BE EA $0.98
$0.20 EXP90020 STAPLE REMOVER,CLAW STYLE,EACH EA $0.20
$3.78 CEG03217 LBL,ADRS,WP,2 5/8X1,750/PACK PK $3.78
$4.49 CEB03423 FLDR,MLA,1/3,LTR,100/BOX BX $4.49
$0.39 CEB61039 STAPLE,FULL STRP,CHSL,5M BX $0.39
$3.93 STP490948 PAPER,PASTEL,8.5X11,RECYCLED,CANARY,500/REAM RM $3.93
$4.10 SJPS61433 FLDR,6SEC,ET,CBT,EACH EA SMD29784 $2.96 BX
$0.89 EXP91004 SCISSORS,BENT HANDLE,8"STAINLESS STEEL,EACH EA $0.89
FILE,STORAGE, LETTER/LEGAL,STACK
$1.69 EXP30020 WT650#,WHITE,EACH EA $1.69
$2.02 EXP60013 BNDR,VIEW,3RING,LETTER,2 EA $2.02
$1.59 PAP0660415 CORR FILM,DRYLINE,NONRF,1LN EA CEG40150 $1.30 EA
$0.30 CE6012603 GLUE STICK,.260Z,3PK,CL EBO 07/03/2009 PK $0.30
Exhibits to Corporate Purchasins? Agreement Confidential Page 2
$0.51
$1.36
$0.69
$3.99
$0.99
$0.49
$1.34
$4.99
$0.23
$0.40
$6.72
$0.39
$0.99
$0.85
$0.79
$5.52
$1.32
$2.15
$0.92
$2.19
$3.50
$1.59
$0.00
$19.07 QUAR1330
$3.43 CE68511 P
$1.25 MAX214016
$1.46 PAP8808087
$1.70 AVE05868
PIL36711
AVE59112
DPS03513
CEBVD1130WE
BICWOTAPP1IW
EXP10010
SW 135450
STP720506
DPS03551
PENC505H6
CE 603310
SW 135108
PAP71001
PAP74701
CE610162
AVE5260
SAN61232
PAP61372
SAN60108
AVE11201
C EB03010
TOP65117
PEN,BALLPOINT,STICK,MEDIUM,BLUE,EACH EA EXP50031 $0.14
TAB,CLOTH,S/8",ROUND,25/PACK PK $1.36
PPR CLIP,PREM,NSKD,JMB0,1C BX $0.69
BNDR,VIEW,D RING,LETTER,3"CAP,WHITE,EACH EA $3.99
CORR TAPE,WITE-OUT CARTRIDGE EA $0.99
INDEX,BINDER,LETTER,1-S,ASSORTED,1/SET ST $0.49
STAPLE,FULL STRIP,1/4",5000/BOX BX CE661035 $1.17
AIR DUSTER,10OZ,2/PACK PK $4.99
PPR CLIP,PREM,SMTH,#1,1C BX $0.23
LEAD,MECHANICAL PENCIL,H6,.5MM,12/TUBE TB $0.40
ENVL, CLASP,28#, 9X12, KRAFT,100/BOX BX $6.72
STAPLE,STANDARD SIZE,5000/BOX BX $0.39
CORR FLUID,FOR COPIES,22 ML,WHITE,EACH EA EXP40001 $0.37
CORR FLUID,PEN AND INK,.6 OUNCE,EACH EA EXP40001 $0.37
INDEX,BNDR,LTR,AST,8T6 ST $0.79
LBL,ADDRESS,IX2 5/8,750/PACK PK CEG03217 $3.78
PEN,UNIBALL,VISION ELITE,.8MM BOLD,BE/BK,EACH EA $1.32
CORR TAPE,1-LINE,2/PK PK $2.15
PEN,UNIBALL,VISION,.5MM,BLUE,EACH EA CE653108 $0.84
DIVIDER,8 TAB,PLASTIC,MULTICOLOR ST $2.19
PROT,SHEET,HEAVYWEIGHT,CLEAR,50/BOX BX $3.50
NTBK,8.5"X6 7/8",3 HP,NARROW RULE,GREEN,80 SHEETS EA $1.59
SEE STS PROPOSAL EA $0.00
ENVL,TYVEK,FIRST CLASS, 6X9,100/BOX BX $19.07
PPR,COPY,20#,926RIGHT,LTR,3HP,WHITE,500/REAM RM $3.43
VIDEO TAPE,GXT-120,TAB,EACH EA $1.25
PEN,BALLPOINT,GRIP,MEDIUM,12/DOZEN DZ CEB51224 $1.26
LBL,NOTARY SEAL,2",GOLD,42/PACK PK $1.70
PAD,LEGAL
RULED,PERFORATED,LETTER,CANARY,12/DOZEN DZ $4.94
INDEX,ONESTEP,LETTER,A-Z,ASSORTED,1/SET ST CE610124 $2.02
CORR FLUID,MULTI PURPOSE,WHITE EA $0.37
VIDEO TAPE,HIGH GRADE-X GOLD T120,EACH EA $1.47
BNDR,VU,3RG,LTR,1",BK EA $1.99
INDEX, BINDER,LETTER,CLEAR,8TA6,1 /SET ST $0.46
PAD,POSTIT,2X3,YELLOW, MFG DISC 2/04/08 PK $5.89
LEAD,MECHANICAL,PENCIL,B,.7MM,12/TUBE TB $0.68
LBL,LASER,ADDRESS,2-5/8X1,3000/BOX BX CEG03208 $14.18
PAD,LEGAL RULED,PERFORATED,5X8,CANARY,12/DOZEN DZ $2.74
LBL,ADDRESS,WHITE,130/ROLL,2ROLL/BOX BX $6.53
HILITER,BRITELINER,CHISEL TIP,YELLOW,DOZEN DZ EXP51100 $2.07
INDEX,BINDER,LETTER,MONTHLY,ASSORTED,1/SET ST $0.99
PEN,BALLPOINT,REFILLABLE,FINE,BLACK,DOZEN DZ CEB52001 $3.56
NTBK,STENO,WHITE,6X9,70SHEETS,EACH EA EXP20000 $0.45
MAILER,QUICK FBRBRD,WE EA $1.46
PCL,WOOD,#2,AMERICAN,SOFT,12/DOZEN DZ EXP512132 $0.46
TAPE,EMBS,1/2",PLAS,WHITE,EACH EA $3.63
KEY TAG,SOUARE,SLOTTED,WHITE,20/PACK PK $2.89
CVR,REPORT,PRESSBOARD,LETTER,3",RED,EACH EA $1.22
FASTENER,ADHESIVE,ENAMEL,2"CAP,100/BOX BX $4.80
PEN,ROLLER,PRECISE,V7,FINE,BLACK,EACH DZ $10.39
PPR CLIP,SMOOTH,#1,PREMIUM,100/BOX BX DPS03551 $0.23
HILITER,LIQUID ACCENT,PURPLE,EACH EA $0.71
DZ
BX
$4.94 EXP11429
$3.32 CRD60218
$0.37 EXP40001
$1.47 MAX224915
$1.99 CEBV11106K
$0.46 EXP10023
$5.89 MMM656YW
$0.68 PEN50B
$17.70 AVE5160
$2.74 EXP61429
$6.53 DYM30251
$2.29 BICBL1IYW
$0.99 EXP10017
$3.96 PENBK90A
$1.12 TOP74690
$1.46 QUA74106
$0.54 PAP12132
$3.63 DYM91331
$2.89 MMF201300006
$1.22 SMDR129
$4.80 DPS40139
$10.39 PIL35346
$0.25 ACC72360
$0.71 SAN24408
EA
EA
PK
EA
DZ
ST
BX
DZ
DZ
EA
DZ
BX
Exhibits to Corporate Purchasin~g~-eement Confidential Pam
$2.88 PENPD347TV PCL,MECHANICAL,.7MM,CLICKER,VIOLET,EACH EA $2.88
$1.16 EVEEN22 BATTERY,9V,ALK,12/BOX BX DURPC16046KD $1.14 BX
$1.25 AVE11667 INDEX,TABLE'N TAB, 5TAB,ASSORTED,1/SET ST EXP10010 $0.49 ST
$0.49 CEB10234 SHEET LIFTER,1-3" BINDER,BLACK,2/PACK PK $0.49
$0.34 AVE00166 GLUE STICK,PERMANENT,STANDARD,.260UNCE,EACH EA $0.34
$0.33 EVEEN92 BATTERY,AAA,ALKALINE,24EACH,6PK/BX BX DURPC24006KD $0.33 BX
$1.39 CEB35071 BNDR CLIP,1",LG DZ $1.39
$3.93 STP678824 PPR,PASTEL,8.5X11,RECYCLED,SALMON,500/REAM RM $3.93
$0.62 EXP03299 NTBK,STEN0,6"X9",80 SHEETS,GREEN,GREGG EA $0.62
$3.93 STP490947 PPR,PASTEL,8.5X11,RECYCLED,BLUE,500/REAM RM $3.93
$1.19 CEB40038 TAPE DSPR,DESK,PLASTIC,BLACK EA $1.19
$0.69 OIC83100 CLIPBOARD,9"X12.5",BROWN,EACH EA EXP09125 $0.62 EA
$5.29 CEB8514RCY50 PPR,CPY,EARTHSVR,LGL,RCY RM $5.29
$8.27 CEB1117RCY50 PPR,CPY,20#,92 BRT,EARTHSVR,LGR,RCY RM $8.27
ALTERNATE
Item
Item ID if Customer Number Customer
Item ID Item Description UOM Different Price REMANF Price
BRTTN5000PF TONER CTRG,LASR FAX EA 23.67
CAN06246002 INK CTRG,CLI-8 PHOTO,CN EA 11.97
CAN0625B002 INK CTRG,CLI-8 PHOTO,MA EA 11.97
CAN4710A003 TONER CTRG,BCI-6PM,MA EA 11.33
CE611AR PRINT CTRG,LASR,F/2400,BK EA SEB791398 76.05
CE627AR TONER CTRG,RMFG,HPC4127A EA SEB791421 41.44
CEB3600BR TONER CTRG,RMFG,BLACK EA SEB791318 92.23
TONER
CE638000R CTRG,RMFG,3800,CYAN EA SE6791294 86.89
CEB3800MR TONER CTRG,RMFG,3800,MA EA SE6791295 86.89
CEB3800YR TONER CTRG,RMFG,3800,YW EA SE6791237 86.89
CEB38AR TONER CTRG,LASRJT,Q1338A EA SEB791239 77.46
CE642AR PRINT CTRG,LASR,HY,F/1150 EA SE6791250 85.06
CEB42XR TONER CTRG,RCY,HP 4250,43 EA SE6791255 96.55
CE653AR TONER CTRG,Q7553A,BK EA SE6791341 51.67
CE661AR TONER CTRG,RMFG,LASR,4100 EA SE6791355 50.29
TONER
CE682XR CTRG,RMFG,HP8100,BK EA SEB791197 65.76
CEB1J97R INK CTRG,#97,TRICLR,I4ML EA STP651563 17.66
CEBM27XR TONER CTRG,LASRJT4000,HY EA SE6791435 101.02
HEW392486 PRINT CTRG,DJ970,TRICLR EA 29.95 CEBIJ78XR 27.88
HEW51645A PRINT CTRG,F/16000,BK,EA EA 27.65 CEBIJ45R 14.88
HEWC4127X TONER CTRG,HP4000,10M EA 111.39 SEB791422 37.84
Exhibits to Corporate Purchasing Agreement Confidential Page 4
HEWC4182X TONER CTRG,HPC4182X,BK EA 164.19 SEB791197 65.76
HEWC4912A PRINT CTRG,INKJT,NO 82,MA EA 32.68
HEWC6578DN PRINT CTRG,DJ970,TRICLR EA 29.95 CE61J78XR 27.88
HEWC6656AN TONER CTRG,INKJT,BK EA 18.72 STP576856 11.66
HEWC6657AN TONER CTRG,INKJT,TRICLR EA 29.95 STP576857 19.28
HEWC8061A TONER CTRG,LASR EA 86.46 SE6791355 50.29
HEWC9362WN CRTDG,INK,HP 92,BK EA 12.25
TONER
HEWC9732A CTRG,SMRT,CJ5500,YW EA 279.71 SE6791348 150.73
TONER
HEWC9733A CTRG,SMRT,CJ5500,MA EA 279.71 SEB791347 150.73
HEWC6400A PRINT CTRG,LSRJT,C6400,BK EA 143.55
HEWCB401A PRINT CTRG,LSRJT,CB401,CN EA 220.53
HEWC6402A PRINT CTRG,LSRJT,C6402,YW EA 220.53
HEWC6403A PRINT CTRG,LSRJT,C6402,MA EA 220.53
HEWQ1338A TONER CTRG,U4200 SER EA 133.65 SE6791239 77.46
HEWQ3964A DRUM,IMAGING,HP U 2550 EA 146.16
HEWQ5942A PRINT CTRG,LSR JT,Q5942A EA 132.34 SE6791250 85.06
HEWQ6511A CTRG,PRINT,LSR JT,Q6511A EA 107.76 SEB791398 76.05
HEWQ7551A CRTG,PRINT,Q7551A,SMRT,BK EA 112.73 SEB791339 66.38
HEWQ7553A CTRG,TONER,HP2015 SER,BK EA 69.96 SE6791341 51.67
LEX15M2328 PRINT CTRG,ALL IN ONE,CLR BX 63.15
XER106R01144 TONER CTRG,6350,HICAP,CN EA 248.51
XER106R01145 TONER CTRG,6350,HICAP,MA EA 248.51
XER106R01146 TONER CTRG,6350,HICAP,YW EA 248.51
XER106R01147 TONER CTRG,6350,HICAP,BK EA 95.85
XER106R01370 XEROX PHASER TONER 3600 EA 133.24
XER6R1285 TNR,U1500 2500 2550 BK CT 54.26
XER6R1286 TNR, U 1500 2500 CYAN CT 60.12
XER6R1287 TNR, U 1500 2500 YELLOW CT 60.12
XER6R1288 TNR, U 1500 2500 MAGENTA CT 60.12
Exhibits to Corporate Purchasing Agreement Confidential Pa e~5
EXHIBIT B
SUPPLEMENTAL PROVISIONS
This Exhibit B is attached to, and made a part of, the Corporate Purchasing Agreement ("CPA") dated as of January
151 2010 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 1st, 20]0
("Exhibit B Effective Date"). All capitalized terms used herein shall have the meaning assigned to them in the CPA,
unless otherwise defined herein.
7°io loyalty rebate offered on all office products purchases. Item STP620016, 100% recycled letter size copy paper,
is excluded from the 7% rebate.
1 % rebate offered for implementing a $30. minimum order on www.eway.com
