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HomeMy WebLinkAboutC11-302 Staples First Amendment FIRST AMENDMENT TO PURCHASING AGREEMENT This First Amendment ( "First Amendment ") is made as of the 1st day of February, 2011 to the Staples Advantage Corporate Purchasing Agreement effective as of 3/16/2010 ( "Agreement ") by and between Eagle County Government ( "Buyer ") and Staples Contract & Commercial, Inc. ( "Staples "). Buyer and Staples are collectively referred to herein as the "Parties ". All capitalized terms used herein shall have the meaning assigned to them in the Agreement, unless otherwise defined herein. WHEREAS, Buyer and Staples wish to amend certain terms and conditions of the Agreement; and WHEREAS, Buyer and Staples consent to and approve the amendment of the Agreement as set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. Effective Date. The Effective Date of this First Amendment shall be February 1, 2011. 2. Term. Section 3.2of the Agreement is hereby amended to extend the Term of the Agreement for an additional 1 year beginning on February 12011 and ending on January 31, 2012. 3. Exhibit A of the Agreement is hereby amended to include the attached pricing for Eagle County. Unless otherwise modified by this First Amendment, all terms and conditions contained in the Agreement shall continue in full force and effect. IN WITNESS WHEREOF, the parties have executed this First Amendment as of the Effective Date. EA II UNTY G' RNMENT STAPLES CONTRACT & COMMERCIAL, INC. • By: 4, 'Yak By: /it,/ tiff sign ture) g ature) • yan � �Y � / `41 (I c.� (print name) " J (print name) Date: liiill Date: Le — 2. 9 - ZC l \ Amendment (3 -2010) ' Master Purchasing Agreement Confidential STAPL that was easy- STAPLES ADVANTAGE MASTER PURCHASING AGREEMENT Effective Date: Feb 1, 2011 Buyer' s Name: Eagle County Government THIS MASTER PURCHASING AGREEMENT ( "Agreement ") is entered into as of the Effective Date by and between STAPLES CONTRACT & COMMERCIAL, INC., a Delaware corporation, operating as Staples Advantage, with its principal place of business at 500 Staples Drive, Framingham, MA 01702 ( "Supplier ") 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 STAPLES CONTRACT & COMMERCIAL, INC. Address for Notices: Address for Notices: Eagle County Government Staples Contract & Commercial, Inc. 500 Broadway Eagle, CO 81631 13800 East 39 ave ATTN: Mariya Trifonova Aurora, CO 80011 Telephone:970.328.3515 ATTN: Howie Aroesty, Regional Sales Director Facsimile:970.328.3519 Telephone:303 -576 -2735 Email: mariya.trifonova @eaglecounty.us Facsimile: Email:howie.aroesty@staples.com with a copy to: with a copy to: General Counsel For Legal Use Only Rev. 11 -10 Master Purchasing Agreement Confidential • RECITALS 1.5 Buyer. The legal entity WHEREAS, Supplier is in the business identified as Buyer on page one of this of selling Products and related Services; Agreement. WHEREAS, Buyer desires to purchase 1.6 Calendar Day. Every day of such Products and related Services from any given month or portion thereof. Supplier; and 1.7 Catalog. Supplier's [current Full Line catalog OR current Sourcebook WHEREAS, Buyer and Supplier desire catalog]. to enter into an agreement for the sale by Supplierpf Products and Services to Buyer. 1.8 Contract Items. The items that Buyer purchases from Supplier at the prices as WOW, THEREFORE, in consideration set forth in Exhibit A ( "Product Price List "), as of the foregoing, the mutual promises and amended from time to time. covenants contained herein, and for other good and vallxable consideration, the receipt and 1.9 Disclosing Party. A Party that sufficiency of which are hereby acknowledged, discloses Proprietary Information to the other the Parties hereto agree as follows: Party. 1.0 »EFINITIONS. 1.10 E- Commerce Platform. The non - public e- commerce platform hosted by Supplier All capitalized terms in this Agreement that is used by Buyer to view Products and to not defined in this Section shall have the place its Purchase Order. meaninOs set forth in the Sections or Exhibits of this Agreement in which they are defined. 1.11 Effective Date. The date this Agreement is effective, as specified on page one. 1.1 Affiliate. Any corporation or other bu iness entity that during the term of this 1.12 Incentives. Any incentives for Agreem nt controls, is controlled by or is under which Buyer qualifies and which are payable by commo control with a Party. Control exists Supplier to Buyer as set forth in Exhibit B when entity owns or controls directly or » ("Supplemental Provisions") attached hereto. indirectlj the outstanding equity representing the right to vote for the election of directors or other 1.13 Indemnifiable Claim. (i) Any managing authority of another entity. personal injury or death, (ii) any damage to or 1st destruction of tangible property or any loss of .2 Annual Period. February 1 to use resulting therefrom, (iii) any violation of any January 31 during each year this statute, ordinance or regulation, (iv) any breach Agreement is effective. of any warranty, representation, or agreement made by the Indemnifying Party under this 1.3 Business Day. Monday through Agreement, and/or (v) infringement of any Friday, 18:00 a.m. to 6:00 p.m. in each of the patent, copyright, trademark, trade secret or forty -eight contiguous United States time zones, other intellectual property rights of a third party. excluding days on which Supplier is not open for business in the United States of America. 1.14 Indemnified Harm. Any and all losses, liabilities, damages, judgments, awards, betwee 1.4 8:00 a. Business m. and 6:00 Hours. The time m m expenses, claims, actions, lawsuits and costs, p.m. in each including reasonable attorneys' fees and other zone th ughout the United States of America on expenses. any Bus ness Day. I 1 • Master Purchasing Agreement Confidential 1.15 Indemnified Party. Supplier or 1.24 Products. All office products Buyer or their respective subsidiaries, Affiliates, that are designated as Contract Items, Non - directors, officers, employees and agents. Contract Items, Premium Products, and Proprietary Products that Buyer purchases from 1.16 Indemnifying Party. Supplier or Supplier. Buyer. Product Cost. Supplier's standard cost in 1.17 Initial Term. The initial term Supplier's transactional system, currently specified in Section 3.1 hereof. referred to as Invision. 1.18 Marks. The trade names, logos, 1.25 Program Information. All trademarks, trade devices, trade dress, service Supplier's Marks, Personal Information and marks, symbols, abbreviations or registered Proprietary Information, including, without marks, or contractions or simulations thereof, or limitation, pricing and data entered into its any other indicia of ownership of a Party. public and non - public e- commerce websites or a similar electronic procurement system. 1.19 Net Sales. The gross sales price of the Products, less shipping costs (including 1.26 Proprietary Information. freight charges and insurance), taxes, duties, any Proprietary Information shall mean this rebates actually paid, discounts and allowances Agreement and all information or data furnished actually taken, rejections and returns to the by the Disclosing Party to the Receiving Party, extent credit is given or paid. which the Receiving Party should reasonably understand to be considered confidential and 1.20 Non - Contract Items. The proprietary information by the Disclosing Party balance of the items that Buyer purchases from including, but not limited to, all information Supplier's Catalog, which are neither Contract regarding customers, clients, employees and Items, Premium Products nor Proprietary suppliers, pricing information and models, Products. Products and Services information, financial or operational data, business plans, strategies, 1.21 Party. Supplier or Buyer. models or forecasts, internal performance results, Program Information and other 1.22 Personal Information. All documentation relating to the Disclosing Party's personal, individually - identifiable information in business activities. Notwithstanding the the Disclosing Party's possession, with respect foregoing, the term "Proprietary Information" to which the Disclosing Party has made certain does not include information which: commitments regarding data privacy, confidentiality, and security that the Receiving (a) is published or is otherwise in or Party may receive or have access to pursuant to subsequently becomes part of the public the terms of this Agreement. domain, through no fault of the Receiving Party; 1.23 Premium Products. The paper, paper related items, petroleum based products, (b) prior to disclosure hereunder is within the steel based products, facilities products, custom legitimate possession of the Receiving products, seasonal products, break -room Party; supplies, toner, ink and computer supplies that (c) is disclosed to the Receiving Party from a Buyer purchases from Supplier at the prices set source other than the Disclosing Party, and forth in Exhibit A, as amended from time to time the Receiving Party has no knowledge or and attached hereto ( "Product Price List "). reason to know of any violation of law or breach of any confidentiality obligation to the Disclosing Party by such source; I Master Purchasing Agreement Confidential (d) is independently developed by the Receiving 1.34 Taxes. Any sales, use, excise, Party) without using Proprietary Information value- added, gross receipts, services, of th0 Disclosing Party; or consumption and other similar transaction taxes (e) is transmitted to the Receiving Party by the however designated that are properly levied by Disclosing Party after the Disclosing Party any taxing authority upon the provision of the has deceived Notice (as defined in Section Products and Services, excluding any state or 18 hereof) from the Receiving Party that it local privilege or franchise taxes, taxes based does not desire to receive further Proprietary upon Supplier's net income and any taxes or Information. amounts in lieu thereof (including Michigan Single Business Taxes and Washington B &O 1.27 Proprietary Products. Certain taxes), paid or payable by Supplier. products and certain printed business forms, letterhea4l, promotional products, and other 2.0 SCOPE OF AGREEMENT. products where Buyer identification or use renders the product proprietary to Buyer and not 2.1 In accordance with the terms suitable for sale to any other customer of and conditions of this Agreement, Buyer may Supplier. purchase and Supplier shall provide the Products described in Exhibit A or the Catalog, at the 1.28 Purchase Order. Purchase order prices specified therein, and the Services or othei written instrument executed, or described in Exhibit B. electronic; transmissions originated by, an authorizOd Representative of Buyer indicating 2.2 All Purchase Orders issued to which Products and/or Services Buyer will Supplier by Buyer during the Term of this purchase) from Supplier. Agreement shall be governed only by the terms and conditions of this Agreement 1.29 Quarterly Period. Each notwithstanding any preprinted terms and consecutive three month period during a conditions on Buyer' s Purchase Order or calendar )year. Supplier's acknowledgement. Any additional or different terms in Buyer's documents are hereby 30 Receiving Party. A Party that deemed to be material alterations and Notice of receives Proprietary Information from the other objection to and rejection of them is hereby Party. ! given. 1.31 Representative. An employee, 2.3 Buyer agrees that Supplier will officer, director or agent of a Party. be considered Buyer's preferred supplier of Products and/or Services. Buyer represents and 1.32 Services. The services provided warrants that (a) all statements made by Buyer by Supplier as described in Section 7, including in any documentation or request for information without limitation all professional, management, delivered to Supplier with respect to the labor ankl general services, together with any - procurement of office products and services are material , supplies, tangible items or other goods true and correct in all material respects; and (b) Supplier furnishes in connection with such Buyer will make a good faith effort to transition services.) all of its purchases of office products and . services to Supplier's on an enterprise wide 1.33 Subcontractor. A third party to basis in a timely manner. whom al Party has delegated or subcontracted any portion of its obligations under this 2.4 This Agreement is intended to Agreement. govern the purchase and sale of office - related products and/or services in the United States of America as specifically set forth in this Master Purchasing Agreement Confidential Agreement. The Parties may expand the scope of as in default and terminate this Agreement upon this Agreement via further agreement(s) to ten (10) Calendar Days' prior Notice to Buyer. include additional countries, regions and/or lines of business upon mutual written agreement of the 4.2 Termination for Convenience. Parties (each, a "Further Agreement "). Either Party shall have the option to terminate this Agreement in whole or in part, for any 3.0 TERM. reason, without cause, at any time without further charge or expense, upon at least thirty 3.1 The Initial Term of this Agreement (30) Calendar Days' prior Notice to the other shall be for a period of one (_1_) years Party. commencing on the Effective Date and ending on _ January _31 20 (the 4.3 Termination for Insolvency. "Initial Term "), and may be renewed upon the Either Party may regard the other Party as in mutual written agreement of the Parties for default of this Agreement and immediately additional one -year terms (each, a "Renewal terminate this Agreement by Notice to the other Term "), unless otherwise terminated in Party if the other Party becomes insolvent, accordance with the provisions of this makes a general assignment for the benefit of Agreement. The "Term" refers to the Initial creditors, files a voluntary petition of Term and any Renewal Term(s). bankruptcy, suffers or permits the appointment of a receiver for its business or assets, becomes 3.2 Buyer shall begin to purchase subject to any proceeding under any bankruptcy Products and Services from Supplier within the or insolvency law, whether domestic or foreign, first thirty (30) Calendar Days of the Effective or is wound up or liquidated, voluntarily or Date. otherwise. 4.0 TERMINATION. - 4.4 Return of Materials. Upon termination or expiration of this Agreement and 4.1 Termination for Default. If upon written request, each Party shall forthwith either Party fails to comply in any material return to the other Party all papers, materials and respect with any of the covenants, agreements or other properties of such other Party held by each conditions in this Agreement and such failure for purposes of performance of this Agreement. continues for thirty (30) Calendar Days after In addition, each Party will use commercially written notification from the non- breaching reasonable efforts to assist the other Party in Party, the non - breaching Party may, at its sole termination of this Agreement as may be discretion and in addition to any other right or necessary for the orderly, non - disrupted business remedy available under applicable law or in continuation of each Party. equity, terminate this Agreement upon an additional ten (10) Calendar Days' prior written 4.5 Effect of Termination. In the Notice to the breaching Party. Notwithstanding event of a termination by either Party or upon the foregoing, if either Party breaches its cancellation or expiration of this Agreement, obligations under Section 14 (Confidentiality) or Buyer agrees to promptly pay all amounts owed Section 16 (Indemnification), the non- breaching to Supplier. Following termination, Supplier (a) Party may, in its sole discretion, terminate this will pay Buyer any earned Incentives in Agreement immediately upon Notice to the accordance with the terms and conditions of this breaching Party. If, prior to the expiration of the Agreement, and (b) reserves the right to withhold Term, Buyer solicits invitations for bids, requests shipment of any and all Products until all past due for proposals, or other similar solicitations for invoices owed to Supplier's by Buyer have been Products and Services, Supplier shall be entitled paid. to (a) adjust Product pricing or (b) regard Buyer Master Purchasing Agreement Confidential 5.0 IRICING AND REBATES. hereunder is contingent upon Buyer paying all invoices within the payment terms specified in 1.2 Contract Items. Prices for this Agreement. Supplier shall have no Contract Items provided under this Agreement obligation to pay Buyer any Incentives not are set forth in Exhibit A ( "Product Price List "). earned prior to or as a result of the termination, The pric''s for Contract Items are firm for one expiration or cancellation of this Agreement. calendar I year except for copy paper and toner. Incentives set forth in Exhibit B that are based Copy paper and toner shall be adjusted as of the on Buyer' s Net Sales shall be limited to Buyer's first Cal$ndar Day of quarterly period to reflect purchase of Products set forth in this Agreement changes in stock availability, market conditions, only. For the avoidance of doubt, any Net Sales buying eppense, and other factors that affect the attributable to Buyer' s purchase of products overall cost of the Core Items. and/or services set forth in any Further Agreement shall be excluded from any $.3 Non - Contract Items. Prices for Incentives set forth in Exhibit B unless Non Coro shall be priced on a matrix that will be otherwise specified in any Further Agreement. approxintately 57% off suggested list prices on average. Non Core items are any item in the 6.0 PROPRIETARY PRODUCTS. Staples Oatalog that are not on the Core item list.Estinnated Purchase Volume. Supplier has 6.1 Proprietary Products. Buyer predicated its pricing on Buyer' s stated annual acknowledges that Supplier may, at the request of purchasei volume of 100,000 ( "Estimated Buyer, purchase Proprietary Products for Buyer Purchasci Volume "). If after the first ninety (90) pursuant to the terms of a Proprietary Products Calendai Days of the Term, Buyer' s Net Sales Agreement, which will be provided to Buyer materially fall below the Estimated Purchase upon request. Buyer shall not be required to Volume 1 in any given month during the Term purchase or pay for any quantity of Proprietary based upon an annualized run rate, Supplier may Products in excess of the amounts specified in the adjust Product pricing and/or Incentives to a Proprietary Products Agreement. level cdmmensurate with Buyer' s actual Net Sales. 7.0 SERVICES; DELIVERY; RETURNS AND REPORTING. $.4 Extraordinary Price Adjustment. Supplierl reserves the right to adjust the price on 7.1 Services. Supplier agrees to any Prodluct or Service offered to Buyer in the provide the Services listed in Exhibit B event that extraordinary market events require the ( "Supplemental Provisions "), at no additional immediate adjustment of that Product or charge unless otherwise indicated, in accordance Service' price. Any extraordinary price with this Agreement and the performance adjustm nt shall be accompanied by appropriate standards and quality requirements set forth in supporti g documentation to explain and/or Exhibit B. Services may be modified, changed, justify s ch an adjustment. Supplier also reserves or enhanced from time to time as mutually the righ to add a fuel surcharge to Buyer' s agreed by the Parties in written modifications to orders. Exhibit B. .5 Pricing Limitations and 7.2 Standard Delivery. Supplier Incentiv (ps. Supplier reserves the right to not sell shall use commercially reasonable efforts to ship any Products below its Product Cost. Supplier Products ordered by Buyer before 5:00 p.m. local agrees pay Buyer for those Incentives for time within one (1) Business Day after which uyer qualifies in accordance with the acceptance of a Purchase Order, except for terms s t forth in Exhibit B ( "Supplemental special order Products or Products that are back Provisio s "). Payment of all Incentives ordered. In the event that a Product is back ordered or shipment is delayed for any reason, • Master Purchasing Agreement Confidential Buyer will be notified of such delay and Supplier furniture, including Staples Brand furniture, shall use commercially reasonable efforts to may not be returned, except damaged or deliver the delayed Product as promptly as defective assembled or custom Furniture may be commercially practicable. Supplier will treat any returned within fourteen (14) Calendar Days of such delayed order as active unless Buyer receipt of Product. Non -stock Products and contacts Supplier and provides other instructions. custom imprinted Products are not returnable, Supplier' s standard shipments shall be F.O.B. except damaged or defective non -stock Products Buyer's location in the forty -eight (48) and/or custom imprinted Products may be contiguous United States. Additional freight returned within thirty (30) Calendar Days of charges may apply for desk -top delivery, special Buyer receiving such Product. Buyer may delivery, rush or special order Products. process Product returns online by accessing Supplier's E- Commerce Platform. Returned 7.3 Right of Access. Buyer shall Products will not be traceable unless Buyer permit Supplier's employees, subcontractors and follows the return procedures outlined in this agents reasonable access to its facilities in Section 7.4. connection with performance hereunder. 7.5 Reporting. Supplier will 7.4 Returns. Supplier will accept provide monthly usage reports to Buyer in a returns of stocked office supply Products in form mutually agreed to by the Parties. salable condition up to thirty (30) Calendar Days after receipt by Buyer, including Staples Brand 7.6 Additional Services. No fee for office supply Products. The Product must be additional Services shall be due unless such returned to Supplier with its complete and Service fee is agreed to in writing by both original manufacturer's packaging intact and Parties prior to Supplier performing such undamaged, including Universal Product Code additional Services. (UPC), manuals and parts, and a copy of the packing slip. Any Product that is returned 8.0 PAYMENT TERMS AND without a promotional item(s), which was INVOICING. included in the original transaction (e.g., buy printer, get free ink) will have the value of the 8.1 Invoices. In accordance with promotional item deducted from the amount Buyer' s payables system requirements, Supplier refunded. Software Products, including Staples shall invoice Buyer by weekly summary billing. Brand software Products, must be returned . In the event a Buyer location fails to make within thirty (30) Calendar Days of receipt by payment, Buyer shall be responsible for the Buyer unopened and in salable condition. An payment for that particular location. opened or defective software Product can be exchanged for the same title and version of the 8.2 Payment Terms. Buyer will software Product within thirty (30) Calendar remit all invoice payments, including all Taxes, Days of receipt by Buyer. Subject to on its Product purchases to Supplier in thirty (30) manufacturers' returns policies and restrictions, Calendar Days from receipt of invoice, unless business machines, computers, consumer otherwise agreed to in writing by the Parties. electronics, networking, peripherals, storage and technology Products, including Staples Brand 8.3 Convenience and Registered Products in each of these categories, must be Procurement Cards. Buyer may participate in returned within fourteen (14) Calendar Days of Supplier's convenience card and/or registered receipt of Product. Unassembled furniture, procurement card programs by completing and including Staples Brand furniture, must be signing Supplier's Convenience Card Application returned within fourteen (14) Calendar Days of and/or Registered Procurement Card Registration receipt of Product. Assembled or custom Form, which will be provided upon request. If Buyer elects to participate in either of Supplier's Master Purchasing Agreement Confidential programs Buyer must comply with all of the 10.2 Supplier expressly warrants that terms and conditions set forth in the applicable it will provide Buyer with pass- through of all application and/or registration form. manufacturers' warranties for all Products sold to Buyer. Supplier expressly warrants that all 9.0 TAXES. Supplier branded Products provided by it are: (1) merchantable; (2) of good quality and 9.1 If Buyer is exempt from paying workmanship; (3) free from defects, latent or Taxes oh its purchases from Supplier, Buyer patent, in material, design, and workmanship for shall provide Supplier with a valid certificate of whichever period is shorter either (a) one year exemptidn, as prescribed and defined by from the date of purchase, or (b) as otherwise applicable law. Supplier shall charge Buyer specified on the packaging of the Products; (4) Taxes, if any, on its sales of Products to Buyer. fit, sufficient and safe for their intended purpose Notwithstanding the foregoing, Taxes or similar and for the particular purpose for which they liabilities chargeable against the income or gross were designed; and (5) in conformity with receipts Of Supplier shall be paid by Supplier. Supplier's samples, if any. .2 Supplier shall be responsible for 10.3 THESE WARRANTIES ARE the withholding and/or payment, as required by EXCLUSIVE AND IN LIEU OF ALL law, of ail federal, national, state, provincial and OTHERS, WHETHER ORAL OR WRITTEN, local taxes imposed on Supplier or its employees EXPRESS OR IMPLIED. SUPPLIER because of the performance of the Services SPECIFICALLY DISCLAIMS ANY AND ALL hereund4r. Further, Supplier shall comply with IMPLIED WARRANTIES, INCLUDING all federal and state benefits laws applicable to WITHOUT LIMITATION, ANY IMPLIED Supplier or its employees, if any, including WARRANTIES OF MERCHANTABILITY making deductions and contributions to social AND /OR FITNESS FOR A PARTICULAR security and unemployment tax. In addition, the PURPOSE. Parties acknowledge and agree that Supplier is responsible for collecting and remitting all 11.0 RELATIONSHIP OF THE applicable Taxes due in connection with PARTIES. Suppliers sale of Products to Buyer, if any. Each Party shall be responsible for the payment It is understood and agreed that each of the of all other taxes, imposed upon it in connection Parties hereto is an independent contractor and with, or is a result of, this Agreement. that neither Party is, nor shall be considered to be, an agent of the other. Neither Party shall act 9.3 Supplier shall defend, or represent itself, directly or by implication, as indemnify and hold harmless Buyer against all an agent of the other or in any manner assume or liability and loss in connection with, and shall create any obligation on behalf of, or in the name assume ,full responsibility for, payment of all of, the other. Unless otherwise agreed to in federal, I state and local taxes or contributions writing, Supplier assumes full responsibility for imposed or required under unemployment the actions of all of its personnel while insurance, social security and income tax laws, performing sales of Products and Services under with rejspect to Supplier or its employees this Agreement and for the payment of their engaged in performance of this Agreement. compensation (including, if applicable, withholding of income taxes and the payment 10.0 TITLE, RISK OF LOSS AND and withholding of social security and other PRODUCT WARRANTY. payroll taxes), workers' compensation, disability benefits and the like to the extent applicable to 10.1 Title and risk of loss in the personnel involved. connect on with the Products shall pass to Buyer at the ti e the Products are delivered to Buyer. • Master Purchasing Agreement Confidential 12.0 FORCE MAJEURE. use and re- disclosure of the Proprietary Information to the same extent as the Receiving Neither Party shall be liable for any delays or Party; and (b) any such Nonaffiliated Third other non - performance resulting from Parties and Affiliates shall have entered into circumstances or causes beyond its reasonable Supplier' s form confidentiality agreement control, including, without limitation, fire or without modification, which shall be no less other casualty, act of God, strike or labor restrictive than the terms hereof. Each Party dispute, shortages, inability to procure product, represents that it exercises reasonable care and supplies, or raw materials, severe weather adequate measures to protect its own Proprietary conditions, acts of Subcontractors, interruption Information and that it shall exercise no less care of utility services, war or other violence, any to safeguard the Proprietary Information acquired law, order, or requirement of any governmental from the Disclosing Party. Such measures shall agency or authority or other causes beyond the include, at a minimum, a requirement that all reasonable control of such Party (other than Proprietary Information shall be retained in a causes related to such Party's financial condition secure place with access limited to only such or with respect to the payment of money), employees and agents who need access to such provided that such Party has promptly informed Proprietary Information for purposes of this the other Party of such force majeure event upon Agreement and that, notwithstanding anything to the occurrence thereof (including a reasonable the contrary herein, each such employee and estimate of the additional time required for agent shall be informed of the existence and performance) and such Party uses best efforts terms of this confidentiality provision. and all due diligence to effect the required performance as soon as reasonably practicable. 14.2 Liability. Each Party acknowledges and agrees that it shall be liable to the other Party 13.0 INSURANCE. for any breach by its employees or agents of this Section 14. The Parties acknowledge that Each Party shall maintain adequate insurance disclosure or improper use of the Proprietary protection covering its respective activities Information could cause immediate and hereunder, including coverage for statutory irreparable harm to the Disclosing Party. The workers' compensation, comprehensive general Parties agree that the Disclosing Party will be liability for bodily injury and property damage, entitled to seek an injunction and other equitable and adequate coverage for vehicles, to the extent relief, including, but not limited to specific applicable. performance, in addition to any other remedies available to it. 14.0 CONFIDENTIALITY. 14.3 Required Disclosure. In the event 14.1 Use and Protection. The Receiving that the Receiving Party is required by law to Party agrees to use the Proprietary Information disclose any of the Proprietary Information, the only for the limited purpose of fulfilling its Receiving Party shall (a) give prompt written obligations under this Agreement. The Notice of such requirement to the Disclosing Receiving Party agrees that it shall hold the Party, (b) permit the Disclosing Party to Proprietary Information confidential and, unless intervene in any relevant proceedings to protect otherwise provided for herein, not disclose it to its interests in the Proprietary Information, and any third party. The Receiving Party may (c) provide reasonable cooperation to the disclose Proprietary Information to its Disclosing Party, at the Disclosing Party's Subcontractors, representatives, independent expense, in seeking to obtain such protection. contractors, agents, and consultants (collectively, The Receiving Party agrees that if it is required "Nonaffiliated Third Parties ") and to its to disclose Proprietary Information, it will (i) Affiliates, provided that (a) any Nonaffiliated furnish only that portion of the Proprietary Third Parties and Affiliates shall be restricted in Master urchasing Agreement Confidential • Informat n which it in good faith reasonably 14.5.2 The Receiving Party shall consider to be legally required, (ii) exercise all obtain no title or other property rights in the reasonab e efforts to obtain reliable assurances Personal Information; that con dential treatment will be accorded the Propriet y Information, and (iii) continue to 14.5.3 The Receiving Party shall protect t e Proprietary Information as provided only use the Personal Information for the herein. purpose of this Agreement. The Receiving Party shall only use or disclose the Personal 14.4 Ownership; Return of Material. Information as necessary to perform this All Pro rietary Information, unless otherwise Agreement, or pursuant to the unambiguous specified in writing, shall remain the property of prior consent of the individual (for which the the Disclosing Party. At the conclusion of the Receiving Party has the responsibility of Parties' telationship, upon written request of the obtaining), or as otherwise required by law. If Disclosing Party, the Receiving Party shall either the Receiving Party collects additional Personal return all Proprietary Information to the Information from an individual pursuant to this Disclosing Party or destroy all Proprietary Agreement, then the Receiving Party' s Information and certify its destruction to the collection, use, and disclosure of such Personal Disclosing Party. Notwithstanding the foregoing, Information shall be pursuant to the prior if the Receiving Party is not able to remove the unambiguous consent of the individual (for Disclosi>g Party's Proprietary Information from which the Receiving Party shall have the its information technology system(s), the responsibility of obtaining); Receiving Party may retain such information in said system(s), provided that (a) the Receiving 14.5.4 The Receiving Party shall Party may not use such Proprietary Information implement reasonable precautions to protect the for any purpose whatsoever, and (b) the Personal Information from loss; misuse; and Receiving Party shall remain subject to the unauthorized access, disclosure, alteration, or confide tiality provisions herein with respect to destruction. The Receiving Party shall promptly such Proprietary Information. report to the Disclosing Party any improper or prohibited use or disclosure of the Personal 14.5 Personal Data Privacy. The Information of which it becomes aware. Receiving Party agrees to treat Personal Information in accordance with the provisions set 14.6 If the Disclosing Party forth below. With respect to Personal reasonably determines that the Receiving Party Information that is also Proprietary Information, has violated a material term of this Section 14, the foll wing obligations shall be in addition to the Disclosing Party may terminate this the obl gations set forth above (the Parties Agreement by giving the Receiving Party thirty agreein that in the event of any conflict, the (30) Calendar Days' prior Notice. In addition, provisio affording the greater protection to the the Receiving Party obligations under this information shall control): Section 14 shall survive the expiration or termination of this Agreement. 14.5.1 Pursuant to this Agreement, the Receiving Party may receive or have access 15.0 PUBLICITY, PRESS RELEASES to Personal Information in the Disclosing Party's AND ADVERTISEMENTS. possession (not including United States information), with respect to which the 15.1 Publicity. Without limiting any Disclosing Party has made certain commitments confidentiality obligations of either Party set regarding data privacy, confidentiality, and forth in this Agreement, each party shall not security advertise, market, disclose or otherwise make known to others any information relating to any terms of this Agreement, the existence of this Master Purchasing Agreement Confidential Agreement, or the existence of a relationship Indemnified Party' s failure or delay in giving with the other Party, including mentioning or such Notice). If the Indemnifying Party has implying the name of the other Party, or any of reconfirmed, in writing and in a timely manner, its Affiliates, subsidiaries or personnel, without its obligations to indemnify the Indemnified the prior written consent of the other Party which Party for a particular third party claim and the consent may be given or withheld in the other Indemnifying Party has provided the Party' s sole discretion, except that either Party Indemnified Party with assurances satisfactory may disclose such information as may be to the Indemnified Party that the Indemnifying required under applicable law without such Party has sufficient resources to satisfy its consent from the other Party. indemnity obligations hereunder the Indemnified Party will allow the Indemnifying Party to 15.2 Press Releases and control the defense of such third party claim as Advertisements. Neither Party shall without the long as the Indemnifying Party acts promptly prior written consent of the other, issue press and reasonably. The Indemnified Party will releases, marketing literature, public statements, reasonably cooperate with the Indemnifying or in any way engage in any other form of public Party in the defense of such claim. Any disclosure relating to this Agreement or Buyer's settlement by the Indemnifying Party must be g g Y Y Y g Y relationship with Supplier. Buyer hereby approved by the Indemnified Party, with such consents to receive advertisements, market approval not to be unreasonably withheld if the media and publication materials from Supplier Indemnified Party receives a complete release of or Supplier's Affiliates, subcontractors or any such Indemnifiable Claim. Notwithstanding vendors by mail, e-mail or facsimile. anything herein stated, if in the Indemnified Party' s reasonable judgment, the interests of the 15.3 Notwithstanding any provisions Parties conflict, the Indemnified Party may herein to the contrary, Supplier may disclose select, at the Indemnifying Party's expense, its Buyer's information, including but not limited to counsel as long as the Indemnified Party Buyer' s Proprietary Information, to Affiliates of provides the Indemnifying Party Notice of such Supplier for the purposes of marketing selection within ten (10) Business Days after additional services to Buyer and/or facilitating receiving service of a summons and complaint. the provision of such additional services to Further, notwithstanding anything herein stated, Buyer. the Indemnified Party shall at all times have the right to fully participate in such defense at its 16.0 INDEMNIFICATION. own expense directly or through counsel; provided, however, if representation of both The Indemnifying Party shall defend, indemnify, Parties by the same counsel would be and hold harmless the Indemnified Party from inappropriate under applicable standards of and against any Indemnified Harm that arises professional conduct and either Party obtains a from or relates to any third party claim or suit written legal opinion to such effect, then the against an Indemnified Party to the extent reasonable expense of separate counsel for the directly or indirectly caused by the Indemnifying Indemnified Party shall be paid by the Party's act or omission in connection with this Indemnifying Party. Agreement that causes or contributes to an Indemnifiable Claim. The Indemnified Party 17.0 LIMITATION OF LIABILITY. agrees to give the Indemnifying Party prompt Notice of any third party claim (provided, A Party's aggregate liability for direct damages however, that such Notice shall not be a under this Agreement shall not exceed the total condition to the Indemnifying Party' s indemnity amount of consideration paid by Buyer to obligations hereunder unless the Indemnifying Supplier under this Agreement. Neither Party nor Party is materially and adversely affected by the its officers, directors, employees or Affiliates Master Purchasing Agreement Confidential shall be liable to the other for any special, respect to such occurrence or event on any other indirect, incidental, consequential, punitive or occasion. exempla damages, including, but not limited to, lost profs s, business interruption, loss of data or 19.3 Governing Law. The provisions cost of c ver, even if such Party alleged to be of this Agreement shall be construed in liable has knowledge of the possibility of such accordance with the laws of the State of New damages, provided, however, that the limitations York excluding its conflicts of law provisions. set forth in this Section 17 shall not apply to or in any way limit liabilities arising from a Party's 19.4 Assignment. The rights and gross neitligence or willful misconduct or from obligations of Buyer under this Agreement may the Confidentiality (Section 14), Publicity, Press not be assigned by Buyer, nor may Buyer Releases and Advertisements (Section 15) or subcontract or otherwise delegate the Indemnification (Section 16) obligations of either performance of any of its duties hereunder Party hereunder. without, in either case, Supplier's prior written consent (which consent shall not relieve Buyer 18.0 NOTICES. of any obligations hereunder or of full responsibility for any permitted Subcontractors All notices, consents or demands required or or delegates). Supplier may, without the consent permitted to be given or made hereunder by a of Buyer, assign (i) this Agreement to an Party shall be in writing each, (a "Notice ") Affiliate and/or (ii) its right to payments herein. except as otherwise expressly provided herein. A Any assignment or delegation in contravention Notice shall be deemed to have been given when hereof shall be null and void. This Agreement received pr refused, if made by hand delivery shall be binding upon the Parties hereto, their with signed receipt, or one (1) Business Day heirs, successors, assigns and personal after mailing by a nationally recognized representatives, and reference to the Buyer and overnight courier with signature required, Supplier shall include their respective successors postage prepaid, addressed to the other Party at and permitted assigns. its address designated on the signature page, or at such Other address as such other Party shall 19.5 Modifications in Writing. Any have furnished in writing to the notifying Party modification or amendment of any provision of in accordance with this Section 18. this Agreement must be in writing and bear the signature of the duly authorized Representatives 19.0 1%ISCELLANEOUS of both Parties. 19.1 Severability. If any provision of 19.6 Integration. This Agreement, this Agre ment is declared or found to be illegal, together with any exhibits, schedules, or unenforc able or void, then such provision shall attachments to this Agreement or any other be null a d void but each other provision hereof document incorporated herein by reference, sets not so a fected shall be enforced to the full forth the entire agreement and understandings extent p rmitted by applicable law. If any between the Parties hereto with respect to the provision of this Agreement is found to be so subject matter hereof. This Agreement broad as o be unenforceable, the provision shall supersedes all previous discussions and be inter eted to be only so broad as to be negotiations between the Parties and supersedes enforcea le. and replaces any other agreement that may have existed between Buyer and Supplier with respect 19.2 Waiver. No waiver of any right to the subject matter hereof. or remedy hereunder with respect to any occurrence or event on one occasion shall be 19.7 Survival. Unless otherwise deemed al waiver of such right or remedy with provided herein, the rights and obligations of any Party which by their nature extend beyond ' Master Purchasing Agreement Confidential the expiration or termination of this Agreement shall continue in full force and effect notwithstanding the expiration or termination of this Agreement. 19.8 Supplier's Affiliates. The rights granted to Supplier hereunder shall be deemed to include all Affiliates of Supplier and the purchaser of all or substantially all of Supplier' s assets. 19.9 Compliance with Applicable Laws. Both Parties shall comply with all applicable laws, regulations, ordinances and codes, including the procurement of permits and licenses when required, in the performance of this Agreement. 19.10 No Third Party Beneficiaries. This Agreement is entered into for the benefit of the Parties hereto and not for any other person or entity. 19.11 Counterparts; Signatures. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, and all of which shall be deemed one and the same instrument. The parties' faxed signatures, and/or signatures scanned into PDF format, shall be effective to bind them to this Agreement. Exhibits to Master Purchasing Agreement Confidential Page 1 EXHIBIT A PRODUCT PRICE LIST This Exhibit A is attached to, and made a part of, the Master Purchasing Agreement ( "MPA ") dated as of Feb 1„ 2011, by and between Eagle County Government ( "Buyer ") and Staples Contract & Commercial, Inc., operating as Staples Advantage ( "Supplier "). This Exhibit A is made ‘ffective as of Feb 1, 2011 ( "Exhibit A Effective Date "). All capitalized terms used herein shall have the 'meaning assigned to them in the MPA, unless otherwise defined herein. Bushiess STArt ES Advantage * Price ( it � . Alternate Vendor Price - *Note Sell 1 i ' n �1� a 7 OW 0f Staples Brand Adjustmen Sortx. , . :: .`r , �,��.. , ...�ti. , �. '£.... StP565436 4X6 5PK RECY YELLOW NOTE PK 2 1 75 QOA46065 ADHESIVE,ENV MSTNR EA $ 2 0.77 I � ' $ 3 F *L5010522C AIR DUSTER,100Z,2PK PK 4.99 ff $ 4 A'T75419 BADGE HLDR,VERT,N /CLIP,50 BX $ 88 D JRD303357PK BATTERY,CALC,1.5V,SR OXDE EA $ 5 1.07 DURMN24B16XX BATTERY,COPPRTP,AAA,1-6 PK $ 6 20 /PK 9.89 DURMN2400B2OZ 7 ACC72020 BNDR CLIP, #20,SM DZ 0.30 STP103523 p 27 STP831602 BNDR CLIP,MED,BLACK,24 /PK PK $ 8 0.78 StP831594 BNDR CLIP,SML,BLACK,40 /PK PK $ 9 0.54 AVE27251 BNDR,3RG,DURBL,1 ",BE EA $ 10 2.59 AVE27651 BNDR,3RG,DURBL,3 ",BE EA $ 11 4.06 f $ 12 AIE79584 BNDR,DRNG,LTR,4 ",RD EA 17.21 AVE17032 BNDR,DURBL VU,2" CAP,WE EA $ 13 4.23 14 CRD26320 BNDR,SLTRG,XLIFE,2 ",WE EA $ 24 STP648814 4 72 AVE05706 BNDR,VU,3RG,LTR,.5 ",WE EA $ 15 1.66 STP807731 BNDR,VU,3RG,LTR,1.5 ",WE EA $ 16 r 1.63 *E05731 BNDR,VU,3RG,LTR,2 ",WE EA $ 17 2.39 EXP60074 BNDR,VU,3RG,LTR,BK,3 EA $ 18 STP807724 4.99 *P807723 BNDR,VU,3RG,LTR,WE,3 EA $ 19 3.99 20 AN E79192 BNDR,VU,DRNG,LTR,2 ",WE EA $ 76 STP648814 5.18 CEBVD1130WE BNDR,VU,DRNG,LTR,3 ",WE EA $ 21 3.99 AVE09701 STP483050 CD- R,80MIN,700MB,52X,10PK PK $ 22 3.33 ' Exhibits to Master Purchasing Agreement Confidential Page 2 01C83500 CLIPBOARD,9 "X12.5 ",BN EA $ 23 0.30 PAP0660415 CORR FILM,DRYLINE,NRF,1LN EA $ 24 1.59 . $ 25 BICWOELP21 CORR FILM,WE,2/PK PK 3.04 STP752994 2 74 ' PAP74701 CORR FLUID,PEN/INK,0.60Z EA $ 26 0.85 PAP61372 CORR TAPE,1- LINE,2/PK PK $ 27 2.15 BICWOTAPP11W CORR TAPE,WITE -OUT CTRG EA $ 28 0.99 29 ZST707146 CSAT BOX INSERTS SH N/A N/A SMDBK9142 CVR,REP,PB,LGL,BK EA $ 30 2.24 ACC19921 CVR,REP,PB,LGL,BK EA $ 31 3.13 AVE11201 DIVIDER,8TB,PLAS,MLTCLR ST $ 32 2.19 IMN17353 DVD +R,INKJT PRTBL,WE,50 PK $ 33 16.52 STP187021 ENVL,CSP,28 #,9X12,KFT,1C BX 34 $ 6.72 35 QUAR1520 ENVL,TYVK,PLN,9.5X12.5,1C BX $ 41 STP749663 24.67 DPS40139 FASTENER,ADHV,2 "CAP,1C /BX BX $ 36 6.30 SMD2ABF ACC70021 FASTENER,ADHV,2 "CAP,1C /BX BX $ 37 7.84 ACC70020 FASTENER,ADHV,2 "CAP,1CBX BX $ 38 6.79 ESSE1524E FILE PKT,RCY,3.5 ",LTR,EA EA $ 39 1.10 EXP30002 FILE,STG,ECON,LTR/LGL EA $ Sold 10 /PK 40 STP825695 0.89 MMM680GN2 FLAG,POSTIT,1 ",2- PK,50 /PK PK $ 41 2.64 MMM680PU2 FLAG,POSTIT,1 ",2- PK,50 /PK PK $ 42 2.64 43 MMM680YW2 FLAG,POSTIT,1 ",2- PK,50 /PK PK $ 64 STP667007 2.35 MMM680BE2 FLAG,POSTIT,1 ",2- PK,50 /PK PK $ 44 2.64 MMM6800E2 FLAG,POSTIT,1 ",2- PK,50 /PK PK $ 45 2.64 46 MMM680RD2 FLAG,POSTIT,1 ",2- PK,50 /PK PK 264 2.64 2.35 RET81024 FLAG,SIGN HERE,RD PK $ 47 3.30 MMM680PPBGVA FLAGS, POSTIT, 200 /PK PK $ 48 5.57 • SMD29800 FLDR,CLAS,ET,LGL,GYGN,10 BX $ 49 30.62 STP163352 FLDR,HANG,LGL,1 /3,GN,25BX 50 $ BX 5.99 STP116806 FLDR,HANG,LTR,1 /3,GN,25BX BX $ 51 7.19 STP116764 FLDR,HANG,LTR,1 /5,GN,25BX BX $ 52 6.03 SMD26838 FLDR,LTR,ET,STRT,2DIV,RD BX $ 53 46.87 SMD153L FLDR,MLA,1 /3,LTR,1C BX $ 54 6.66 ACC16024 FLDR,PB,1DVDR,RCY,LGL,BE BX $ 55 35.59 56 SMDC5025A1D FLDR,PB,4SEC,2/5,LGL,RD BX $ Exhibits to Master Purchasing Agreement Confidential Page 3 • I 19.22 SMDC4025A2D FLDR,PB,6SEC,2/5,LTR,RD BX $ 57 20.66 SMD34705 FLDR,PB,ET,1 ",2FAS,LTR BX $ 58 30.11 ST HIGHLIGHTER,YELLOW,6 /PK PK $ 59 0.61 BIGBL11YW HILITER,BRTLNR,CHSL TP,YW DZ $ 60 2.29 AVE11417 INDEX MAKER,3H,8TB,1 /ST ST $ 61 3.40 A' E23076 INDEX,BNDR,LTR, AST,5TB ST $ 62 0.95 AWE11111 INDEX,BNDR,LTR,AST,8TB ST $ 63 0.76 $ AWE11466 INDEX,BNDR,LTR,CL,5TB ST 64 0.50 $ AYE11112 INDEX,BNDR,LTR,CL,8TB ST 65 0.76 AyE01701 INDEX,LGL,SDTAB,1 -25 ST 66 2.70 AVE01702 INDEX,LGL,SDTAB,26 -50 ST $ 67 2.70 E $ 68 A'VE11320 INDEX,LSR,INKJT,8- 1/2X11 ST 5.43 69 MI'u1M686PGO INDEX,TAB,POSTIT,DURBL PK $ 3.65 STP677045 LAMNT POUCH,LTR,3ML,50PK PK $ 70 6.50 $ 71 At/T75426 LANYARD,HOOK,34 ",BE,24 BX 9.03 STP491452 4.51 Sold 12/PK $ 0E05200 LBL,FILE FLDR,DBE,252 PK 0.99 72 ` 73 AVE8253 LBL,INKJT,2X4,20SH,WE PK $ 50 PENC25HB LEAD,MECH PCL,.5MM,HB,30 TB 74 0.88 ■ SfrP732834 LEAD,MECH PCL,.7MM,MD,3TB PK $ 75 ; 0.52 PENC5052B LEAD,MECH PCL,2B,.5MM,12 TB $ 76 0.41 MMM6605SSCY NOTE STICKY,POSTIT PK $ 77 8.83 TJP65117 NTBK,8.5 "X6 7 /8 ",GN,80SHT EA $ 78 1.59 TDP74690 NTBK,STENO,RCY,WE,70SH EA $ 79 1.12 AMP20801 NTBK,WB,PRSNL,5 "X7" EA $ 80 3.27 STP163832 PAD,LGL RL,PERF,5X8,CY DZ $ 81 2.74 STP163840 PAD,LGL RL,PERF,LTR,CY DZ $ 82 4.37 STP105809 PAD STICK,3X3,YW PK $ 83 1.99 ETP105825 PAD,SELF STICK,3X5,YW PK $ 84 2.99 $ 85 � TP105791 PAD,SELFSTICK,1.5X2,YW,PK PK 1.08 86 FIENPD345A PCL,MECH,.5MM,CLICKR,BK EA $ 2.00 F}ENA77C PCL EA $ 87 1.67 ■ $ PAP77141 PCL,MECH,G- FORCE,.5MM,SS EA 88 15.72 89 FIL26067 PEN, V7RT,RLR BALL,FN,BK EA $ Exhibits to Master Purchasing Agreement Confidential Page 4 12.60 90 PENBK90C PEN,BLPT,RFLBLE,FN,BE,DZ DZ 425 STP807985 2 89 91 PENBK90A PEN,BLPT,RFLBLE,FN,BK,DZ DZ 425 STP807986 2 89 92 PENBK91C PEN,BLPT,RFLBLE,MED,BE,EA DZ 425 .STP807981 289 93 PENBK91A PEN,BLPT,RFLBLE,MED,BK,EA DZ 4.25 STP807983 2 89 94 BICGSMGIIBE PEN,BLPT,RNDSTK,MED,BE DZ $68 STP606124 $26 95 BICGSM11BK PEN,BLPT,RND STK,MED,BK DZ $ 0.79 STP441884 p 71 96 BICGSMG11BK PEN,BLPT,RNDSTK,MED,BK DZ $ STP606117 1$.15 97 BICGSFG11BK PEN,BLPT,RND,GRP,FN,BK DZ $39 STP814124 $27 MMF28908 PEN,CHAIN RITER,SNAP -ON EA $ 98 2.93 SAN60108 PEN,UNIBALL,VIS,.5MM,BE EA $ 99 0.92 SAN69021 PEN,UNIBALL,VISN,.5MM,BE EA $ 100 1.43 SAN60106 PEN,UNIBALL,VISN,.5MM,BK EA $ 101 1.00 SAN69023 PEN,UNIBALL,VISN,.8MM RD EA $ 102 1.43 AVE47811 PORTFOLIO,2PKT,BE EA $ 103 1.61 $ 104 AVE5689 POSTCARD,4- 1/4X5- 1 /2,WE BX 2$ 29 STP677800 10.99 STP525949 PPR CLIP,PREM,NSKD,JMBO,1 BX 105 $ 0.69 STP525881 PPR CLIP,PREM,SMTH, #1,1C BX 106 $ 0.23 107 ACC72360 PPR CLIP,SMTH, #1,PACK BX $ 50 STP472480 $46 Sold 10 BX/ STP472506 PPR CLP,SMTH,JMBO,10BX/PK PK 108 $ 1.47 STP799809 PUNCH,2- 3HL,ADJ,10SH,BK EA 109 $ 3.00 STP799825 PUNCH,2HL,1 /4 "20SH,BK EA 110 $ 2.86 OK152102001 RIBN,PTR,OKI ML100 /182,BK EA $ 111 8.05 STP808634 RUBRBAND, #33,1 # /BG 112 $ BG 1.77 AVE05247 SEAL,MAIL,1 ",WE PK $ 113 3.18 ACM10571 SHEARS,STRT,TRIMMER,7" EA $ 114 1.15 ACM10572 SHEARS,STRT,TRIMMER,8" EA $ 115 0.75 CEB10234 SHEET LIFTER,1- 3 ",BK,2/PK PK $ 116 0.49 AVE75225 0.49 117 AAASTAMPSINK SPEC ORDER,STAMP,PRNK EA N/A N/A 118 AAASPECTECH SPEC ORDER,TECH EA N/A N/A UNV00700 STAPLE REMOVER EA $ 119 STP211862 0.15 CEB61039 STAPLE,FULL STRP,CHSL,5M BX $ 120 0.29 SWI35108 SWI35440 STAPLE,HLF STRP,1 /4 ",5M BX $ 121 1.58 CEB61037 STAPLE,HVY DTY,3 /8 ",SF39 BX $ 122 STP588764 2.55 Exhibits to Master Purchasing Agreement Confidential Page 5 SWI35450 STAPLE,PREM,CHISEL,1 /4,5M BX $ 123 1.34 SWI35108 STAPLE,STD SIZE,5M BX $ 124 029 S P489562 STAPLER,DESK,FULL STRP,BK EA $ 125 2.36 AMP20522 STENO POLY CVR 6X9 ASST EA $ 126 2.78 RT39020 TAB,LASR,PERM,AST,375 PK $ 127 21.53 $ StP130674 TAPE DSPR,DESK,PLAS,BK EA 128 1.02 BOTTZ231 TAPE,EMBS,1 /2 ",BK ON WE EA 129 g 23 D}(M45013 TAPE,EMBS,4500,1 /2 ",BKE EA $ 130 /W 9.44 131 MPV1M81034X36 TAPE,MAGIC,3 /4 "X36YD RL $ 79 STP483535 0 84 Sold 6 /PK 14/1M109 TAPE,MOUNT,REMOV,3 /4X150 EA 3.56 132 } 133 �M142 TAPE,SEAL,2 "X800 ",CL RL 216 134 i 135 $ StP620014 STP 8.5X11 100 RCY COPY CT . 44.90 136 1 $ StrP580336 STP 11X17 30 RCY COPY RM RM 137 I 7.59 StrP678824 PPR,PASTEL,8.5X11,RCY,SN RM 3.66 138 ' StTP490935 PPR,PASTEL,8.5X11,RCY,PK RM $ 139 :66 SITP490936 PPR,PASTEL,8.5X11,RCY,GN RM $ 140 3.66 141 STP490948 PPR,PASTEL,8.5X11,RCY,CY RM :66 STP490947 PPR,PASTEL,8.5X11,RCY,BE RM $ 142 :66 STP135855 PPR,CPY,20 #,92B,LTR,WE RM $ 143 3.37 STP126987 PPR,CPY,20 #,92B,LGL,WE CT $ 144 43.16 w , .: ipi Alternate Staples Brand TONER $ SE6791 X21 CTRG,RMFG,HPC4127A EA 8.74 TONER $ SEB791221 CTRG,RMFG,HP92298A EA 34.05 BRTLC41BK2PKS INKCART,CLM,LC41BK,2PK,BK PK $ 32.40 STP702267 RMFG TONER HP 53A Q7553A EA $ 52.44 SEB791355 TONER EA $ CTRG,RMFG,LASR,4100 50.29 SEB791417 TONER CTRG,RMFG,CYAN EA $ 64.45 $ SEB791420 TONER CTRG,RMFG,YELLOW EA 64.45 I TONER $ SE6791 19 CTRG,RMFG,MAGENTA EA 64.45 HEWC6678AN PRINT CTRG,F /DJ970,TRI -C EA :2.78 STP502159 29.99 • Exhibits to Master Purchasing Agreement Confidential Page 6 SEB791416 TONER CTRG,RMFG,BLACK EA $ 59.57 STP815212 TONER CTRG,HP4100 EA $ 56.10 IVR7553A TONER,HP LJ 2015,BK EA $ SEB791341 $ 53.16 51.67 SASML2010D3 TONER CTRG,ML- 2010,BK EA $ 74.02 HEWQ3973A TONER CTRG,HP LJ 2550,MA EA $ SEB791414 $ 71.36 67.79 HEWQ6000A CARTRIDGE,LJ2600,BK EA $ SEB791416 $ 69.32 59.57 HEWQ7553A CTRG,TONER,HP2015 SER,BK EA $ SEB791341 $ 69.96 51.67 LEX15M2328 PRINT CTRG,ALL IN ONE,CLR BX $ STP642461 $ 63.15 41.57 TONER SEB791294 CTRG,RMFG,3800,CYAN EA 86 SEB791237 TONER CTRG,RMFG,3800,YW EA $ 86.89 HEWC8061A TONER CTRG,LASR EA $ SEB791355 $ 86.46 50.29 HEWQ3960A TONER CTRG,HY,LJ2550,BK EA 75.66 SEB791412 61.09 HEWQ6001A CARTRIDGE,LJ2600,CYN EA 75.66 SEB791417 64.45 SEB791398 PRINT CTRG,LASR,F /2400,BK EA $ 76.05 SEB791250 PRINT CTRG,LASR,HY,4240HP EA $ 85.06 ESLQ5942X TONER,REMAN,HP4250 EA $ 105.25 HEWQ3961A TONER CTRG,HY,LJ2550,CN EA g6 75 SEB791413 72 17 HEWQ7551A CRTG,PRINT,Q7551A,SMRT,BK EA $ SEB791339 $ 112.73 66.38 SEB791342 TONER CTRG,Q7553X,BK EA $ 67.85 STP614547 - PRINT CTRG,LSR JT,Q5942A EA $ 97.56 SEB791239 TONER CTRG,LASRJT,Q1338A EA $ 77.46 HEWCC532A TONER CTRG,F/ $ HPCP2025,YW EA 106.13 HEWCC533A TONER CTRG,F/ $ HPCP2025,MA 1 EA 106.13 HEWC4127X TONER CTRG,HP4000,10M EA $ 1 39 SEB791422 37.84 XER106R01374 TONER,HI CAP PH 3250,BK EA $ 103.90 HEWCC531A TONER CTRG,F/ HPCP2025,CN EA $ 100.12 HEWQ7561A PRINT CTRG,LSRJT,3000,CN EA $ 125.21 HEWQ2671A TONER CTRG,LJ3500,CN EA 120 87 SEB791429 106.89 $ HEWQ2672A TONER CTRG,LJ3500,YW EA 128 12 SEB791431 106.89 HEWQ2673A TONER CTRG,LJ3500,MA EA $ SEB791430 $ 128.10 106.89 HEWCC530A TONER CTRG,F/ HPCP2025,BK EA $ 101.58 HEWQ7560A TONER CTRG,LSRJT,3000,BK EA $ 130.55 HEWQ2670A TONER CTRG,LJ3500 /3700,BK EA 121 27 SEB791428 106.89 Exhibits to Master Purchasing Agreement Confidential Page 7 HEWQ6470A PRINT CTRG,LSRJT,3600,BK EA $ SEB791318 $ 121.27 92.23 HEWQ5942A PRINT CTRG,LSR JT,Q5942A EA 32.34 SEB791250 85.06 HEWQ1338A TONER CTRG,LJ4200 SER EA 33.65 SEB791239 $ .46 t $ SEB7912I49 TONER CTRG,LASRJT,39A EA 100.95 HEWQ75}53X TONER CTRG,HP2015,HY,BK EA 36.16 SEB791342 $ 85 SEB791455 TONER CTRG,RCY,HP 4250,43 EA $ 93.89 i $ HEWCC64A HP TONER P4014 P4015 P451 EA 141.90 HEWQ3 DRUM,IMAGING,HP LJ 2550 EA $ 146.16 HEWCB400A PRINT CTRG,LSRJT,CB400,BK EA 143.55 SEB863190 $ g XER113H400726 TONER,HI CAP PH 6180,BK EA $ 198.31 XER6R959 XEROX HP TONER 4350 SERIE EA 07.40 SEB791255 93.89 } HEWC4182X TONER CTRG,HPC4182X,BK EA $ SEB791197 $ 164.19 65.76 HEWC9 #30A TONER EA $ STP791345 $ CTRG,SMRT,LJ5500,BK 206.01 150.75 HEWCE557A PRINT CTRG,TRI PACK PK 216.09 $ HEWCB401A PRINT CTRG,LSRJT,CB401,CN EA 220.53 SEB863189 108.79 HEWC9 /32A TONER EA $ STP791348 $ CTRG,SMRT,LJ5500,YW 279.71 157.25 r TONER HEWC9'33A CTRG,SMRT,LJ5500,MA EA 279 71 STP791347 150.73 HEWQ1538D TONER CTRG,LJ4200,BK,2 /PK PK $ 253.41 HEWC931A TONER EA $ STP791346 $ CTRG,SMRT,LJ5500,CN 288.83 168.81 i Exhibits to Master Purchasing Agreement Confidential Page 8 EXHIBIT B SUPPLEMENTAL PROVISIONS This Exhibit B is attached to, and made a part of, the Master Purchasing Agreement ( "MPA ") dated as of Feb 1, 2011, by and between Eagle County Government ( "Buyer ") and Staples Contract & Commercial, Inc., operating as Staples Advantage ( "Supplier "). This Exhibit B is made effective as of Febl, 2011 ( "Exhibit B Effective Date "). All capitalized terms used herein shall have the meaning assigned to them in the MPA, unless otherwise defined herein. Fixed Volume Rebate. Supplier will pay Buyer a volume rebate of sercent %) of Buyer's Net Sales, during each Annual Period, excluding any copy paper purchases to be paid within forty -five (45) Calendar Days after the end of each Annual Period during the Initial Term provided Buyer is within current payment terms Supplier will also provide a one (1 %) rebate for all green purchases exclusive of copy paper purchases to be paid within forty -five (45) Calendar Days after the end of each Annual Period during the Initial Term provided Buyer is within current payment terms