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Home My WebLink AboutP-21-186 Best Buy for Business Agreement.pdf DocuSign Envelope ID:60AEOCAF-71130-4675-133213-4137E04C340FF CO, County of Fresno INTERNAL SERVICES DEPARTMENT r Facilities• Fleet• Graphics• Purchasing •Security•Technology .� p� 1s56�0 �REn PROCUREMENT AGREEMENT Agreement Number P-21-186 August 5, 2021 Best Buy for Business 7601 Penn Ave Richfield, MN 55432 The County of Fresno (County) hereby contracts with Best Buy for Business (Contractor)to provide audio visual equipment in accordance with the text of this agreement, Attachment"A", and Omnia Partners Agreement Number R201203 by this reference made a part hereof. TERM: This Agreement shall become effective August 1, 2021 and shall remain in effect through July 31, 2024. EXTENSION: This Agreement may be extended for two (2) additional one (1)year periods by the mutual written consent of all parties. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment"A" attached, at the rates set forth in Attachment"A". ORDERS: Orders will be placed on an as-needed basis by various County departments under this contract. For avoidance of doubt, Best Buy does not accept any Federal Funds that require additional terms, consistent with Omnia Partners agreement. PRICES: Prices shall be firm for the contract period. Any pricing changes which may take place during the life of the contract must be submitted in writing to the County of Fresno Purchasing Manager and received no less than thirty(30) days prior to becoming effective. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of Five Hundred Twenty Thousand Dollars ($520,000.00). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source. 333 W.Pontiac Way,Clovis,CA 93612/(559)600-7110 *The County of Fresno is an Equal Employment Opportunity Employer DocuSign Envelope ID:60AEOCAF-71BO-4675-B32B-4B7EO4C34OFF PROCUREMENT AGREEMENT NUMBER: P-21-186 Page 2 Best Buy for Business August 5, 2021 INVOICING: The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. For Sheriff's Office invoices, please mail to 2200 Fresno St., Fresno, CA 93721. Department of Social Services invoices are to be emailed to shuertaQfresnocountyca.gov. Public Health Department invoices are to be emailed to dphboap@fresnocountyca.gov. INVOICE TERMS: Net forty-five (45)days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30)days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all third party claims for damage or other liability, including costs, expenses (including attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement(JPA)throughout the term of the Agreement: A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific coverage including completed operations, product liability, contractual liability, Explosion-Col lapse- Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of the contract. B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. C. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the California Labor Code. Additional Requirements Relating to Insurance: G:\PUBLIC\CONTRACTS&EXTRACTS\2021 CONTRACTS\P-21-186 BEST BUY FOR BUSINESS\CONTRACTS AND AMENDMENTS\P-21-186 BEST BUY FOR BUSINESS.D00C DocuSign Envelope ID:60AEOCAF-71BO-4675-B32B-4B7E04C340FF PROCUREMENT AGREEMENT NUMBER: P-21-186 Page 3 Best Buy for Business August 5, 2021 Contractor shall obtain endorsements to the Commercial General Liability insurance including the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty(30) days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty (30)days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Maria Rubio at Maria.Rubio@fresnosheriff.org, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance includes the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self- insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30)days advance, written notice given to County. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. G:\PUBLIC\CONTRACTS&EXTRACTS\2021 CONTRACTS\P-21-186 BEST BUY FOR BUSINESS\CONTRACTS AND AMENDMENTS\P-21-186 BEST BUY FOR BUSINESS.D00C DocuSign Envelope ID:60AEOCAF-71BO-4675-B32B-4B7E04C340FF PROCUREMENT AGREEMENT NUMBER: P-21-186 Page 4 Best Buy for Business August 5, 2021 NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreement(excluding Attachment"A", Omnia Partners Agreement No. R201203); (2)Attachment "A"; (3) Omnia Partners Agreement No. R201203. GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1)a digital signature; (2)a faxed version of an original handwritten signature; or(3)an electronically scanned and transmitted (for example by PDF document)of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement(1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email. Please refer any inquiries in this matter to Crystal Nino, Purchasing Technician, at 559-600-7113 or cnino@fresnocountyca.gov. FOR THE COUNTY OF FRESNO Gary Cornuelle Digitally signed by Gary Cornuelle Date:2021.08.17 10:48:10-07'00' Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:cn G:\PUBLIC\CONTRACTS&EXTRACTS\2021 CONTRACTS\P-21-186 BEST BUY FOR BUSINESS\CONTRACTS AND AMENDMENTS\P-21-186 BEST BUY FOR BUSINESS.D00C DocuSign Envelope ID:60AEOCAF-71BO-4675-B32B-4B7EO4C34OFF PROCUREMENT AGREEMENT NUMBER: P-21-186 Page 5 Best Buy for Business August 5, 2021 CONTRACTOR TO COMPLETE: Company: Best Buy Stores, L.P. Type of Entity: ❑ Individual ❑ Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership ❑ Corporation ❑ General Partnership 7601 Penn Avenue South Richfield MN 55423-3645 Address City State Zip 1-800-373-3050/612-292-0479 n/a Lora.Schwartz@bestbuy.com or BBFBContracts@bestbuy.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Title: Brett Byrum VP of Direct Sales Print Name &Ti Docu�SingnBed by: J y tys�.,y40�►� Signature: ® Signature: Dl71FB385B11E4�5... ACCOUNTING USE ONLY ORG No.: 5610/31114000/5620 Account No.: 7385/7070/7385 Requisition No.: 5612100850/3111218056/5622100996 (02/2021) Authorized to Sign Memo: The CASA Policy is Best Buy's Contract Approval and Signing Authorization Policy.The CASA Policy sets forth the authorization required to enter into contractual commitments on behalf of Best Buy and its worldwide subsidiaries.The purpose of this policy is to ensure contracts entered into on behalf of our organization are properly approved and executed by the appropriate personnel. The CASA Policy requires that an officer(Vice President or higher)of the relevant U.S. or Canadian Best Buy entity sign contracts. The signature on this Agreement follows the CASA Policy and a Policy Governance Board has been established to guide and provide oversight to the full policy management lifecycle for all U.S. policies. G:\PUBLIC\CONTRACTS&EXTRACTS\2021 CONTRACTS\P-21-186 BEST BUY FOR BUSINESS\CONTRACTS AND AMENDMENTS\P-21-186 BEST BUY FOR BUSINESS.D00C DocuSign Envelope ID:60AEOCAF-71BO-4675-B32B-4B7EO4C34OFF P-21-186 Attachment"A" Page 1 Pricing-Exerpt from Omnia Partners Agreement R201203 Item No. Category Manufacturer Name Proposed Discount Numerous Manufacturers.Please Product Catalog see product line catalog. Range.Minimum discount 0% .. _ _ see ffeduet9,5-2,5% Excluded Numerous Manufacturers.Please Cables see product line catalog. 5-15% Numerous Manufacturers.Please Computing see product line catalog. 0.5-2% Numerous Manufacturers.Please Computing Accessories see product line catalog. 5-1 0% Numerous Manufacturers.Please ConsumerA/V&Accessories see product line catalog. 5-10% Commercial A/V&Accessories Numerous Manufacturers.Please (includes live sound) see product line catalog. 5-10% Commercial Panels&Accessories (LFD,Digital Signage.Touch. Numerous Manufacturers.Please Hospitality&Healthcare) see product line catalog. 0.5-3.5% Numerous Manufacturers.Please Digital Imaging see product line catalog. 0.5-3.5% Numerous Manufacturers.Please Health&Fitness see product line catalog. 0-3.5% Numerous Manufacturers.Please Home Control and Surveillance see product line catalog. 0% Numerous Manufacturers.Please Interactive Whiteboards see product line catalog. 1-5% Numerous Manufacturers.Please Mobile Phones see product line catalog. 0% Numerous Manufacturers.Please Mobile Phone Accessories see product line catalog. 0.5-10% Numerous Manufacturers.Please Mounts see product line catalog. 0.5-10% Numerous Manufacturers.Please Networking see product line catalog. 0.5-3.5% Numerous Manufacturers.Please Portable Audio see product line catalog. 0-10 o Numerous Manufacturers.Please Printers,3D Printing&Scanners see product line catalog. 11-3.5% DocuSign Envelope ID:60AEOCAF-71BO-4675-B32B-4B7EO4C34OFF P-21-186 Attachment"A" Page 2 Numerous Manufacturers.Please Projectors&Projector Screens see product line catalog. 1-5% Numerous Manufacturers.Please Servers see product line catalog. 0.5-2.5% Numerous Manufacturers.Please Software see product line catalog. 0.5-1.5% Numerous Manufacturers.Please Tablets see product line catalog. 0.5-1.5% Numerous Manufacturers.Please Tablet Accessories see product line catalog. 5-15% Numerous Manufacturers.Please Televisions see product line catalog. 0.5-3.5% Numerous Manufacturers.Please Video Gaming see product line catalog. 0%