Loading...
HomeMy WebLinkAboutP-25-117 HD Supply Facillities Maintenance LTD.pdf P-25-117 HD Supply Facillities Maintenance LTD April 1, 2025 This Supply Agreement ("Agreement"), effective July disclose Confidential Information belonging to the 1, 2024, (the "Effective Date"), is by and between Disclosing Party to any third party (other than the County of Fresno, a California corporation Receiving Party's employees and/or professional ("Company"), with a place of business at 2220 Tulare advisors on a need-to-know basis who are bound by St. Fl 6 Fresno, CA 93721-2106 and HD Supply obligations of nondisclosure and limited use at least as Facilities Maintenance, Ltd d/b/a USAB1ueBook stringent as those contained herein) without first ("Supplier" or "USAB1ueBoole), with a place of obtaining the Disclosing Party's written consent. The business at 3781 Bur Wood Drive, Waukegan, IL Receiving Party is responsible for any breach of the 60085. USAB1ueBook and Company may be referred confidentiality provisions of this Agreement by its to in this Agreement as the "Parties" collectively, or employees and/or professional advisors. Upon request individually as a"Party". by the Disclosing Party,the Receiving Party will return all copies of any Confidential Information to the 1 Term and Termination Disclosing Party. For Confidential Information that 1.1 Term.Beginning on the Effective Date,the Agreement does not constitute"trade secrets"under applicable law, shall continue in effect through June 30, 2027 (the these confidentiality obligations will expire three (3) "Initial Term") unless/until earlier terminated as years after the termination or expiration of this provided in this Agreement. Agreement. 1.2 Termination for Convenience. Either Party may, upon 3.2 For purposes hereof, "Confidential Information" will not less than thirty(30)calendar days' advance written not include any information that(i)was independently notice to the other Party, terminate this Agreement for developed by the Receiving Party without use of or reference to any Confidential Information belonging to any reason at any time. the Disclosing Party;Pa (ii)was acquired by the Receiving 1.3 Obligations Upon Termination. Following receipt of Party from a third party having the legal right to furnish notice of termination of this Agreement, or following same to the Receiving Party; or, (iii)was at the time in termination or expiration of this Agreement for any question(whether at disclosure or thereafter)generally reason, each of the Parties shall, except as otherwise known by or available to the public(through no fault of provided in this Agreement: the Receiving Party). (a) return within thirty(30) calendar days of such 3.3 These confidentiality obligations will not restrict any termination or expiration, any and all property disclosure required by order of a court or any in their possession or control that is owned by government agency,provided that the Receiving Party any other Party; gives prompt notice to the Disclosing Party of any such (b) refrain, except as otherwise mutually agreed in order and reasonably cooperates with the Disclosing writing by the Parties or required by applicable Party at the Disclosing Party's request and expense to law, from referencing, for sales or marketing resist such order or to obtain a protective order. purposes, any prior business relationship(s) 4 Pricing and Product Information under this Agreement;and 4.1 Pricing information is attached in Schedule 1 to this (c) timely satisfy all obligations under this Agreement.USAB1ueBook,as a national supplier of Agreement still in effect. maintenance and repair products,will supply to 2 Relationship of the Panties Company these products. 2.1 The Parties shall each be "independent contractors" in 4.2 USAB1ueBook will accept product returned in its relation to one another hereunder. Neither original packaging up to 30 days from the date of USAB1ueBook nor any of its employees, or other purchase. agents, shall be deemed an "employee," "agent," When returning merchandise to USAB1ueBook use the "servant,"or"joint employee"of any other Party hereto. "Return Service" (RS) label provided and give the Likewise, with respect to USAB1ueBook, no other package to any UPS driver on their next visit. Freight Party or Parties nor any of its/their employees,or other charges may apply on returned items. agents shall be deemed an "employee," "agent," "servant,"or"joint employee"of USAB1ueBook. If the package arrived damaged in transit, note the 3 Confidential Information damage next to the sender's signature on the carrier's Bill of Lading. If the package has concealed damage 3.1 From time to time,either party(the"Disclosing Party") contact USAB1ueBook within 3 days of receipt. may disclose or make available to the other party(the "Receiving Party"),whether orally or in physical form, Contact USAB1ueBook if an order is not fulfilled or confidential or proprietary information concerning the was filled incorrectly. disclosing party and/or its business, products, services or prices in connection with this Agreement. Each party Non-catalog items and volume purchases are normally non-returnable. agrees that during the term of this Agreement and thereafter (i)it will use Confidential Information Customized orders are non-returnable. belonging to the Disclosing Party solely for the Orders shipped factory-direct may be non-returnable. purpose(s) of this Agreement and (ii) it will take all reasonable precautions to ensure that it does not P-25-117 HD Supply Facillities Maintenance LTD April 1, 2025 Warranty items beyond the factory warranty are non- 6 Limitations of Liability returnable for credit. 6.1 No Party shall be liable to any other Party for,nor will Hazardous materials, including items with a gas- the measure of damages include, any consequential, powered engine,are non-returnable. incidental,indirect,punitive,or special damages arising Items shipped outside the continental U.S. are non- out of or relating to its acts or omissions under this returnable. Agreement. Warranty. USAB1ueBook is a reseller of products and 5 Indemnification as such does not provide a warranty for the products it 5.1 USAB1ueBook agrees to indemnify, defend, and hold supplies hereunder, and only the warranty given by the Company, including its officers, directors, and manufacturer, if any, shall apply. USAB1ueBook will employees, harmless from any and all liability not object to Company seeking recourse against product (including, without limitation, reasonable attorneys' manufacturer under any manufacturer warranty terms fees, costs, and expenses) to the extent resulting from that may apply, subject to any limitations or conditions or related to any third party claim, complaint and/or of such warranty. The parties agree that seeking judgment for any negligent, intentional or tortious act recourse exclusively from manufacturers in connection or omission of USAB1ueBook and its employees, with any product failures shall be Company's exclusive agents and representatives arising from the breach of recourse in the event of a product failure. NO any representation, warranty, or other obligation under IMPLIED STATUTORY WARRANTY OF this Agreement. MERCHANTABILITY OR FITNESS FOR A 5.2 Company agrees to indemnify, defend, and hold PARTICULAR PURPOSE SHALL APPLY. USAB1ueBook, including its officers, directors, 7 Governing Law and Dispute Resolution employees,and other agents,harmless from any and all 7.1 The law of the State of California shall govern and liability (including, without limitation, reasonable control this Agreement, all performance, and any attorneys' fees, costs and expenses) to the extent disputes arising under this Agreement or otherwise resulting from or related to any third party claim, arising out of or relating to this Agreement. Any legal complaint and/or judgment for any negligent, or equitable action(s) arising out of, or relating to, this intentional or tortious act or omission of Company and Agreement or the breach thereof shall be brought its employees, agents and representatives, including, exclusively in either the Superior Court of Fresno but not limited to, liability arising from the breach of County, California or the United States District Court any representation, warranty, or other obligation under for the Eastern District of California, California this Agreement. Division. 5.3 The indemnified Party shall cooperate in the defense of g Notices any claim for which indemnification is sought under this paragraph. Although the indemnifying Party shall 8.1 All notices under this Agreement shall be given in have control of the defense of any action for which writing(including by facsimile)at the address specified indemnification is sought, the indemnifying Party below: agrees to comply with the following requirements in connection with the conduct of the defense of any claim Company: in which the indemnified Party has been named a party: County of Fresno (a) The indemnifying Party or its representatives will Lorenia Torres Rangel keep the indemnified Party or its agents informed of all material information pertaining to a claim; 2220 Tulare St.F16 (b) The indemnifying Party shall inform the Fresno,CA 93721-2106 indemnified Party of the date of any mediation, Ph: 559-600-2505 arbitration,trial or settlement conference as soon as possible after it receives such information; USAB1ueBook: (c) The indemnifying Party shall inform the USAB1ueBook indemnified Party of the outcome of any mediation, arbitration, motion, trial or settlement Attn.: Chris Kelley or any other matter from which appeal rights 3781 Bur Wood Drive could arise;and Waukegan,IL 60085 (d) The indemnifying Party shall not enter into any settlement or compromise of the claim that would result in the admission of any liability by the indemnified Party, any financial liability on the part of the indemnified Party,or would subject the indemnified Party to injunctive relief without first obtaining the indemnified Parry's prior written consent. P-25-117 HD Supply Facillities Maintenance LTD April 1, 2025 9 Miscellaneous such nonperformance shall not be an event of default 9.1 Assignment; Change of Ownership or Control. This under this Agreement. In the event of a Force Majeure, Agreement cannot be assigned by any Party without the the non-performing party shall give the other party unanimous, prior written consent of the other Party. prompt written notice describing the particulars of the Any permitted assignment shall be binding upon, and Force Majeure and the potential duration of the inure to, the benefit of the Parties and their permitted interruption of performance;the excuse of performance successors and assigns. shall be of no greater scope and of no longer duration 9.2 Waiver. No provision of this Agreement shall be than is reasonably required by the Force Majeure; and deemed waived unless such waiver is in writing and the non-performing party shall use all reasonable efforts signed by the waiving Party. The failure of a Party to to remedy its inability to perform and the performance exercise any of its rights, remedies, or options under shall be resumed at the earliest practicable time after this Agreement, or the failure of a Party to insist upon cessation of such interruption. another Parry's compliance by with any provision under 9.8 Use of Name and Publicity. Company shall not, and this Agreement, shall not constitute a waiver of any shall ensure that its subcontractors shall not,make any Party's right to demand compliance. No action or disclosures concerning the commercial relationship course of dealing of the Parties at variance with the between Company and USAB1ueBook without terms and conditions of this Agreement shall constitute USAB1ueBook's prior written consent. Further, any waiver of a Party's right to demand exact Company shall have no right to use, in any manner compliance with the terms of this Agreement. whatsoever,the name, logos,trademarks,trade names, 9.3 Severability. The invalidity or unenforceability of any service marks, or other marks of USAB1ueBook(collectively, "Marks"), without prior written consent provision of this Agreement shall not impair the from USAB1ueBook, which consent shall be at validity or enforceability of any other provision. The USAB1ueBook' absolute discretion. If consent is headings contained herein are for reference purposes granted, use shall be limited to the time and manner only and shall not affect in any way the meaning or expressly granted in writing by USAB1ueBook. In the interpretation of this Agreement. event of a breach of this section by Company or its 9.4 Survival. Upon termination or expiration of this subcontractors, USAB1ueBook shall have the right, at Agreement, all provisions contained herein shall its option to do one or more of the following: (i)issue continue in effect as to disputed matters connected with a retraction in the name,and on behalf of Company;(ii) this Agreement until fully resolved as shall all require Company to issue a retraction;or,(iii)terminate provisions contained herein that are either expressly,or all or any part of this Agreement without further by their nature, meant to survive termination or liability. Breach of this provision by Company shall be expiration of this Agreement. considered a material breach of this Agreement and 9.5 Other Remedies.Except as otherwise expressly limited USAB1ueBook may terminate this Agreement or specified herein, all rights,privileges, and remedies immediately upon delivery of notice to Company and conferred under this Agreement upon the Parties shall without further liability to it. be cumulative and are in addition to any rights,powers, 9.9 Entire Agreement. This Agreement, together with all privileges, and remedies available to the Parties by attachments, exhibits, schedules, or other addenda to statute or otherwise at law or in equity. this Agreement, constitutes the entire Agreement 9.6 Amendments. This Agreement may be modified only between or, as applicable, among, the Parties with by a written amendment signed by authorized respect to the subject matter hereof. Any prior representatives of USAB1ueBook and Company. negotiations, agreements, or representations that may 9.7 Force Majeure. If a party is unable to perform or is have been made or relied upon that are not expressly set delayed in the performance of its obligations due to acts forth herein as continuing,shall have no force or effect. of God,natural weather disasters,fire,explosion,flood, war, civil disturbance, terrorism, or any other cause beyond that party's control(each a"Force Majeure"), P-25-117 HD Supply Facillities Maintenance LTD April 1, 2025 IN WITNESS WHEREOF,each of the Parties has executed and delivered this Program Agreement as of the later of the day and year first set forth above. Digitally signed by Riley Riley Blackburn Blackburn By:X Date:2025.04.01 14:45:51-07'00' By:X (Company's Authorized Representative) (USAB1ueBook Aut iorized Representative) Print Name: Print Name: Chris Kelley Title: Title: SVP, Specialty Operations Date: Date: 3/28/25 Agreement may be executed in two or more counterparts,each of which shall be deemed an original,but all of which together shall constitute one and the same instrument. P-25-117 HD Supply Facillities Maintenance LTD April 1, 2025 The following summarizes the key commitments made by County of Fresno and USAB1ueBook pursuant to the Supply Agreement dated July 1,2024(the"Agreement")between the parties. ORDERING AND DELIVERY Ordering Orders may be placed 24 hours a day by fax or e-mail. Our Customer Service Center is open to process orders by fax, email or phone from: lam—8pm Eastern Time 6am—7pm Central Time 5am—6pm Mountain Time 4am—5pm Pacific Time All orders placed and processed before 5pm Central Time should ship same day,as long as product is in inventory. Orders may be faxed in 24 hours a day. USAB1ueBook's internet site, www.usabluebook.com, is available to all your locations simply by registering each of your locations. Your locations can be set up at any time. Delivery With multiple distribution centers,we service the country via national package carriers,and local carriers. Orders are charged freight, the amount of which may be communicated at the time the order is placed. SERVICES Technical Support Our experienced Technical Support team, staffed by certified water and wastewater operators, is here to help.Whether it's locating a part,providing application advice or troubleshooting equipment, our team will put their years of experience to work for you. 24/7 Emergency Service Support The most urgent disasters occur at the most inconvenient times. Day or night, USAB1ueBook Emergency Service is here for you. Our emergency staff will help you get the items you need, as quickly as possible. Call 800-548-1234 ext. 119 to access the After Hours Support Mailbox. uotes We support larger orders. Contact your Account Manager for more information. Repair Service We offer warranty and non-warranty repair for many top brands. Reporting We will capture all purchase information and make a variety of reporting available to you to aid in your budgeting and management processes. Industry Related Training Training is available throughout the country.Visit our website for available schedules or speak with your account manager. P-25-117 HD Supply Facillities Maintenance LTD April 1, 2025 PRICING Partnership Incentive Line Item Discount Program USAB1ueBook will offer County of Fresno line item discounts as follows: • 3%discount off then-current standard selling prices for all products Discount(s)will be automatically reflected on each invoice for items purchased at our then-current standard selling prices,which is the standard price indicated in the USAB1ueBook order entry system at the time the order is placed. Special orders, promotional items, contract priced items and other discounted items are not eligible for the additional discount. The discount percentage is not retroactive to previous purchases. This proposal is made based on expected annual purchases of at least$80,000. If annualized purchase trends indicate that this level will not be achieved,USAB1ueBook will review the partnership incentive program and may adjust it based on actual purchases.This proposal is also based on County of Fresno, maintaining a portfolio of 1 location. If your portfolio size changes significantly, USAB1ueBook may review the partnership incentive program and adjust the thresholds. LOCATION LIST If applicable,County of Fresno will provide USAB1ueBook with a complete list of locations to be covered by this agreement within 14 calendar days of signing the Agreement. County of Fresno will provide location changes within 30 days of the change so that USAB1ueBook is able to maintain an accurate location list. The location information will include the location name, address, phone number,fax number and contact name. USAB1ueBook will work closely with County of Fresno to find increasingly efficient means of accomplishing these updates,including electronic methods. PAYMENT TERMS Invoices are mailed daily and payments are due,in full,45 days from the invoice date. If a location becomes delinquent,the location will be placed on credit hold until such delinquency is resolved,and USAB1ueBook will work with the applicable Accounts Payable organization to determine a satisfactory payment arrangement. A charge of 1.5%per month will be charged on past due invoice.