TOLLING AGREEMENT - SIGNED.PDF

TOLLING AGREEMENT
This Tolling Agreement is between Maricopa County, Arizona ("Party A") and Office Depot,
Inc. ("Party B"), collectively referred to herein as "the Parties."
VVHEREAS, the Parties may have a claim or claims against one another arising out of
statements, representations, conduct and performance/non-performance relating to Master
Agreement 42595 executed by Los Angeles County, California and Office Depot, Inc. as
administered by U.S. Communities Government Purchasing Alliance, U.S . Communities Master
Intergovernmental Cooperative Purchasing Agreement, Maricopa County Intergovernmental
Cooperative Purchasing Agreement, US Communities Administration Agreement, US
Communities Supplier Program Standards, US Communities Supplier Commitments, US
Communities Public Agency Solicitation Response Guidelines, Los Angeles County Request for
Proposal Solicitation 218955, Office Depot Response to Request for Proposal Solicitation
218955, Los Angeles County Term Contract Award 42595, and such other terms, provisions,
amendments, documents and agreements referenced therein and/or attached thereto
(collectively, "Tolled Claims");
WHEREAS, the Parties each deny any liability with respect to the Tolled Claims; and
WHEREAS, the Parties enter into this Tolling Agreement to facilitate settlement
negotiations between the parties within the time period provided by this Agreement and further
wish to defer any litigation concerning the Tolled Claims, without thereby altering the claims or
defenses available to any party hereto, except as specifically provided herein;
NOW, THEREFORE, the parties hereto, in consideration of the covenants set out
herein, agree as follows:
1. In reliance upon this Tolling Agreement, the Parties agree not to initiate any
litigation against each other prior to the expiration of the Tolling Period (as set forth in Paragraph
2, and potentially extended pursuant to Paragraph 6, below) concerning Tolled Claims.
2. The period commencing on August 23, 2013 and ending on April 30, 2014,
inclusive (the 'Tolling Period"), shall not be included in computing the running of any statute of
limitations potentially applicable to any action by either Party for the Tolled Claims.
3. Any defenses of laches, estoppel, or waiver, or other equitable defenses based
upon the running or expiration of any time period shall not include the Tolling Period for the
Tolled Claims.
4. In any action involving Tolled Claims, the Parties shall not assert, plead, or raise in
any fashion, whether by answer, motion or otherwise, any defense of statute of limitations,
laches, estoppel, waiver or other similar equitable defense based on the running of any statute of
limitations or the passage of time that includes calculating time during the Tolling Period.
5. This Tolling Agreement does not constitute an admission or acknowledgment of
any fact, conclusion of law, or liability by any party to this Tolling Agreement. This Tolling
Agreement does not constitute an admission or acknowledgement on the part of either Party

that the other Party possesses a claim against it, nor does this Tolling Agreement constitute an
admission or acknowledgment on the part of either Party that any statute of limitations, or
defense concerning the timeliness of commencing a civil action, is applicable to the Tolled
Claims. Each Party reserves the right to assert that no statute of limitations applies to any of the
Tolled Claims and that no other defense based upon the timeliness of commencing a civil action is
applicable. Each Party reserves all rights and defenses which it may have, except as set forth in
this Tolling Agreement, to contest or defend any claim or action the other Party may assert or
initiate against it, or to bring such claims or counterclaims as each Party may have against the
other Party or any third party.
6. This Tolling Agreement may not be modified except in a writing signed by both of
the parties. This Tolling Agreement may be extended for such period of time as the parties
agree to in writing.
7. This Tolling Agreement does not limit in any way the nature or scope of any
claims that could be brought by either Party in a complaint against the other Party or the date on
which either Party may file a complaint, except as expressly stated herein. Nothing in this
Tolling Agreement shall limit either Party's ability to assert a counterclaim or cross claim in
litigation initiated by a party other than a Party hereto, or limit either Party's ability to initiate
litigation if required to do so to preserve that Party's claims against the other Party under any
applicable statutes, court rules, or court orders concerning the joinder of parties.
8. This Tolling Agreement is not intended to affect any claims by or against third
parties.
9. This Tolling Agreement contains the entire agreement between the parties, and no
statement, promise, or inducement made by any party to this Tolling Agreement that is not set
forth in this Tolling Agreement shall be valid or binding, nor shall it be used in construing the
terms of this Tolling Agreement as set forth herein.
10. The undersigned representative of each of the parties certifies that he or she is
fully authorized to enter into the terms and conditions of this Tolling Agreement and to legally
bind such party to all terms and conditions of this document. This Tolling Agreement shall be
binding upon Party A and Party B and their respective parent companies, subsidiaries,
predecessors, successors and assigns.
11. This Tolling Agreement is effective upon on the date of signature of the last
signatory to the Tolling Agreement, and without the requirement of filing with the Court, and
may be signed in counterparts.
12. The terms, meaning and legal effect of the Agreement shall be interpreted under
the laws of the State of Arizona.
BY:
MARICOPA COUNTY, ARIZONA
DATED: , 2013

Andrew Kunasek, in his official capacity as Chair of the Board of Supervisors of
Maricopa County
ATTEST:
Clerk of the Board of Supervisors Date
10 -
Attorney for Maricopa County Date
AND
OFFICE DEPOT, INC.
DATED: , 2013
Assoc'
, in his/her capacity as 67C for Office Depot, Inc.
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