No preview available
2011-72 SUPPLIER AGREEMENT FOR ATHLETIC SUPPLIES AND EQUIPMENT THIS AGREEMENT, made and entered into this / /day of ('Le..-r 2011, A.D., by and between the City of Clermont 685 West Montrose Street, Clermont, Flonda (hereinafter referred to as "CITY "), and SPORT SUPPLY GROUP, 1901 Diplomat Dr., Dallas, TX, (hereinafter referred to as "SUPPLIER "). WHEREAS, SUPPLIER has through the public procurement process entered into an agreement with Hartford County Public Schools (Texas) for the provision of physical education supplies and equipment; WHEREAS, based on SUPPLIER's response, Hartford County Public Schools entered into a contract dated October 1, 2009, RFP #10 -JLH -001 with SUPPLIER through September 30, 2014; WHEREAS, CITY desires to utilize the SUPPLIER's contract with the Hartford County Public Schools in accordance with CITY's procurement policy; and WHEREAS, SUPPLIER desires to enter into a contract with CITY based on the terms and conditions of Hartford Pubic Schools Contract RFP #10 -JLH -001. WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: ARTICLE I - SCOPE OF WORK The SUPPLIER shall furnish athletic equipment and supplies as described in Hartford County Public Schools contract RFP #10 -JLH -001, dated October 1, 2009, which is attached hereto and incorporated herein as Exhibit "A" and shall do everything required by this Agreement and the other Agreement Documents contained in the specifications, which are a part of these Documents. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from SUPPLIER. To the extent of a conflict between this Agreement and Exhibit "A ", the terms and conditions of this Agreement shall prevail and govern. ARTICLE II - THE CONTRACT SUM CITY shall pay SUPPLIER, for the faithful performance of the Agreement as set forth in the Agreement documents and the Unit Price Schedule an amount in accordance with the compensation schedule set forth in Exhibit 'B', attached hereto and incorporated herein. ARTICLE III — TERM AND TERMINATION 1. This Agreement is to become effective upon execution by both parties and shall remain in effect until April 30, 2014, unless terminated as prove e f herein. 1 2. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to SUPPLIER, terminate this Agreement if: a) without cause and for convenience upon thirty (30) days written notice to SUPPLIER b) SUPPLIER is adjudged to be bankrupt; c) SUPPLIER makes a general assignment for the benefit of its creditors; d) SUPPLIER fails to comply with any of the conditions of provisions of this Agreement; or e) SUPPLIER is expenencing a labor dispute, which threatens to have a substantial, adverse impact upon performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. ARTICLE IV - COMMENCEMENT AND COMPLETION OF WORK The SUPPLIER shall provide all items in the timeframe as set forth in the applicable purchase order. ARTICLE V - PAYMENTS In accordance with the provisions fully set forth in the General Conditions, SUPPLIER shall submit a payment request by the third (3rd) day of each calendar month for items provided during the preceding calendar month. CITY shall make payment to the SUPPLIER, within thirty (30) calendar days, on the basis of a duly certified and approved payment invoice by the CITY for items provided and accepted by the CITY. ARTICLE VI — DISPUTE RESOLUTION - MEDIATION 1. Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party. 2. The CITY and SUPPLIER shall endeavor to resolve claims, disputes and other matters in question between them by mediation. 3. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Clermont, Lake County, Florida, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. ARTICLE VII — INSURANCE AND INDEMNIFICATION RIDER 1. Worker's Compensation Insurance - The SUPPLIER shall take out and maintain during the life of this Agreement Worker's Compensation Insurance for all his 1 \c\io employees connected with the work of this Project and, in case any work is sublet, the SUPPLIER shall require the subSUPPLIER similarly to provide Worker's Compen t 2 Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the SUPPLIER. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the SUPPLIER shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 2. SUPPLIER's Public Liability and Property Damage Insurance - The Contactor shall take out and maintain during the life of this Agreement Comprehensive General Liability and Comprehensive Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be minimum limits as follows: (a) SUPPLIER's Comprehensive General, $1,000,000 Each ($2,000,000 aggregate) Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit (b) Automobile Liability Coverages, $1,000,000 Each Bodily Injury & Property Damage Occurrence, Combined Single Limit (c) Excess Liability, Umbrella Form $2,000,000 Each Occurrence, Combined Single Limit Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 3. SubSUPPLIER's Public Liability and Property Damage Insurance - The SUPPLIER shall require each of his subSUPPLIERs to procure and maintain during the life of this subcontract, insurance of the type specified above or insure the activities of his subSUPPLIERs in his policy, as specified above. 4. Indemnification Rider (a) To cover to the fullest extent permitted by law, the SUPPLIER shall indemnify and hold harmless the CITY and its agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from the performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) , and (2) is caused in whole or in part by any negligent act or omission of the SUPPLIER, any subSUPPLIER, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. Such obligation shall not be con e 3 to negate, abridge, or otherwise reduce any other nght to obligation of indemnity which would otherwise exist as to any party or person described in this Article. (b) In any and all claims against the CITY or any of its agents or employees by any employee of the SUPPLIER, any subSUPPLIER, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the SUPPLIER or any subSUPPLIER under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. (c) The SUPPLIER hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. ARTICLE VIII - NOTICES All notices shall be in wnting and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. SUPPLIER: Sport Supply Group yn, • 1901 Diplomat Drive Fir• s �Irtw� ■, TX Z$ a 3 Y 4i+: CITY: City of Clermont Attn: Wayne Saunders, City Manager 685 W. Montrose Street Clermont, FL 34711 ARTICLE IX — MISCELLANEOUS 1. Attorneys' Fees. In the event a suit or action is instituted to enforce or interpret any provision of this agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 2. Waiver. The waiver by city of breach of any provision of this agreement shall not be construed or operate as a waiver of any subsequent breach of such provisi 4 of such provision itself and shall in no way affect the enforcement of any other provisions of this agreement. 3. Severability. If any provision of this agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the agreement valid and enforceable under applicable law, the remainder of this agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 4. Amendment. Except for as otherwise provided herein, this agreement may not be modified or amended except by an agreement in writing signed by both parties. 5. Entire Agreement. This agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous agreements between the parties with respect to the performance of services by SUPPLIER. 6. Assignment. This agreement is personal to the parties hereto and may not be assigned by SUPPLIER, in whole or in part, without the prior written consent of city. 7. Venue. The parties agree that the sole and exclusive venue for any cause of action arising out of this agreement shall be Lake County, Florida. 8. Applicable Law. This agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. 9. Records. SUPPLIER expressly understands and acknowledges that any and all documents related to the services provided herein, may be considered records that are subject to examination and production in accordance with Florida's Public Records Law. SUPPLIER expressly agrees that it will comply with all requirements related to said law and that it will hold CITY harmless, including attorney fees and litigation costs, for any such disclosure related to Florida's Public Records Law. ARTICLE X - AGREEMENT DOCUMENTS The Agreement Documents, as listed below are herein made fully a part o Agreement as if herein repeated. Document Precedence: 1. This Agreement 5 2. Purchase Order 3. All documents contained in Hartford County Public Schools contract for RFP# 10- JLH -001, dated October 1, 2009. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this / tik day of O24(11e9e( , 2011. City o��i,�t mik old S. Turville, Jr., Mayor Attest: IL Tracy Ac j Jo yd, City Cl -r Sport Supply Group %.i. • By: `'V Printed Name and Title Attest: Th Corporate Secretary M galoVec (Name Pnnted or Typed) 6 EXHIBIT A CONTRACT RFP #10 -JLH -001 THIS AGREEMENT, made this 1st day of _ October , 2009, by and between Harford County Public Schools acting herein through its Superintendent, hereafter called "Owner" and Sport Supply Group, a corporation at 1901 Diplomat Drive, in the City of Dallas and State of Texas, hereinafter called "Contractor". WITNESSETH: That for and in consideration of the payments and agreements hereinafter mentioned, to be made and performed by the OWNER, the CONTRACTOR, hereby agrees with the OWNER to commence and complete the services described as follows: RFP: Physical Education Supplies and Equipment Furnish, supply and deliver physical education and athletic supplies, equipment, uniforms and related physical education items in accordance and compliance with all specifications, terms and conditions set forth in RFP #10 -JLH -001. Hereinafter called the contract, for the estimated annual sum of One hundred thousand dollars ($100,000) for the period October 1, 2009 through September 30, 2014, and all extra work in connection therewith, under the terms as stated in the General and Special Conditions of the RFP Document; and at his (its or their) own proper cost and expense to furnish all the materials, supplies, equipment, tools, superintendence, labor, insurance and other accessories and services necessary to complete the said project in accordance with the conditions and prices stated in the Proposal, the General Conditions and Special Conditions of the Bid Document, and printed or written explanatory matter thereof, the specifications and contract documents therefore as prepared by the Board of Education, and as enumerated in the General Conditions, all of which are made a part hereof and collectively evidence and constitute the Contract. The OWNER agrees to pay the CONTRACTOR in current funds for the performance of the Contract, subject to additions and deductions, as provided in the General Conditions of the Contract, and to make payments on account thereof as provided in Paragraph "Payments to Contractor," of the General Conditions. IN WITNESS WHEREOF, the parties to these presents have executed this Contract in three (3) counterpa(th, each of which shall be deemed an original, in the year and day first above mentioned. . , ,' ATTEST: ) (Seal) ' Board of Education of Harford County r , \ '7/Je !i(/.�Le / W 7 Secretary (Haitord County Public Schools) Robert M. Tomback, Ph.D., Superintendent of Schools (Seal) 5 () ar.-1- s /e 1\ G t--6.) r ,n c Company Name a.-e_ la mot_..., 1 10 1 b) e l o k►.,A-?- FArerws (otrIcA 1;( - 7 5 company Representative Address 3 - 416101 ,,4taC /f« ICL ' r.1 Address 02.3 Yep 21 Aug (O/ � � / / aCMl r Notary Pubic ,;,..3-i' .:-!, • y 'i P.....eier /2 0-7 . c. �: State of Texas ”1 111 . -, !p- ; -13 MASTER PURCHASE AGREEMENT by and between HARFORD COUNTY PUBLIC SCHOOLS, MARYLAND AND SPORT SUPPLY GROUP, INC. CONTRACT AMENDMENT # 1 TO THE MASTER PURCHASE AGREEMENT /U.S.COMMUNITIES GOVERNMENT PURCHASING ALLIANCE The Master Purchase Agreement executed by both parties on the 1 day of October, 2009 is hereby amended to reflect the addition of the following offering pursuant to Article VI, Section 6.8, Contract Modifications as follows: ADD, the Tomark Sports, Corona California, Multi -Sport Catalog to the existing Contract offerings between Harford County Public Schools, Maryland on behalf of U.S. Communities Government Purchasing Alliance and Sports Supply Group, a corporation at 1901 Diplomat Drive, Dallas Texas. The current Product Discount Schedule will apply to products available through Tomark Sports. All existing terms, conditions and provisions of the existing contract as executed are applicable to this additional offering. IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AMENDMENT IN THE YEAR AND DAY SO NOTED: HARFORD COUNTY PUBLIC SCHOOLS; MARYLAND ` A By 9 Date: • ZD/ D k iQ S SUPPLY GROUP, IN . By C Date: CV/3// 3 O _ - ui G .lS .a DocuSign Envelope iD BCA793AB- 2B0F -424C- 8913- 805E96C51E26 MASTER PURCHASE AGREEMENT By and between HARFORD COUNTY PUBLIC SCHOOLS, MARYLAND AND SPORT SUPPLY GROUP, INC. CONTRACT AMENDMENT #2 TO THE MASTER PURCHASE AGREEMENT /U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE The Master Purchase Agreement executed by both parties on the 1 day of March, 2011 is hereby amended to reflect the addition of the following offering: ADD, the "Core List" of items to the existing Contract offerings between Harford County Public Schools, Maryland on behalf of U 5. Communities Government Purchasing Alliance and Sport Supply Group, a corporation at 1901 Diplomat Drive, Dallas, Texas. The core list items, attached and recognized as Exhibit A, will carry additional discounts ranging from 4% - 20% and will be marketed and, or promoted by Sport Supply Group as per the specifications in the original contract agreement. All existing terms, conditions and provisions of the existing contract as executed are applicable to this additional offering. IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AMENDMENT IN THE YEAR AND DAY 50 NOTED: HARFORD COUNTY PUBLIC SCHOOLS, MARYLAND By: ■7 Date: .Z4 .2 O // SPORT SUPPLY GROUP, INC. 9426E1841A354EA By: _ Date: 3/18/2011 Terrence M. Babilla President, COO, General Counsel and Secretary EXHIBIT B SPORT SUPPLY GROUP' Harford County Public Schools Price List - RFP #1O-JLH -001 Product Discount Schedule Product Category Discount Physical Education 22% Key Product Categones Playground Balls, Scooters, Volt Activity Balls, Cones, Bowling, Floor Mats, Gymnastics, Hoops, Juggling, Jump Ropes, Parachutes, Pinnies & Vests, Spots, Tinkling, Toss and Catch Athletic Equipment 18% Key Product Categories Baseball /Softball, Basketball, Benches & Bleachers, Coaches Aids, Field Maintenance, Football, Hockey, Lacrosse, Scoreboards, Soccer, Tennis, Track & Field & Windscreen Fitness Equipment 15% Key Product Categories Dumbbells, Kettlebells, Olympic Weight Sets, Plyometrix Platforms, Weight Plates Electronics 10% Key Product Categories Blood Pressure Testers, Body Fat Scales, Heart Rate Monitors, Pedometers, Radios, Electronic Scales Uniforms & Apparel 35% Alleson & Rawlings team uniforms and staff apparel Drop Ship 8% Discount applies to items direct shipped from vendors All Products shipped FOB Destination within Continental U.S.A. w/ the following exclusions: Field Dirt, Poly Cap, Weight Plates & Dumbells Add 10% of the product cost for freight to Alaska and Hawaii Actual Shipping charges apply to all shipments outside the United States Discounts apply to most current BSN and US Games Detailed Price List Attached Rebate Schedule Sport Supply Group agrees to the following customer volume rebate schedule based on 12 month purchases made between July -June Rebates will be issued as an account credit Annual Volume $100,000 - $199,999 1% Rebate $200,000 - $299,000 2% Rebate $300,000 and above 3% Rebate ACO °® CERTIFICATE OF LIABILITY INSURANCE DATE(MM /DD/YYYY) - �� 10/24/2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) PRODUCER CONTACT Marsh USA, Inc NAME 4400 Comerlca Bank Tower PHONE FAx 1717 Main Street (A /C, No. Ext) (A /C, No) E -MAIL Dallas, TX 75201 -7357 ADDRESS Attn dallas certs @marsh com, f (212) 948 -0519 INSURER(S) AFFORDING COVERAGE NAIC # 526743- -11 -12 INSURER A Colony National Insurance Company 34118 INSURED Twin City Fire Insurance Co Sport Supply Group, Inc INSURER B ty 29459 Attn Terry Babilla, Esq , INSURER c Hartford Casualty Ins Co P9424 1901 Diplomat Drive INSURER D Evanston Insurance Company 35378 Dallas, TX 75234 INSURER E N/A N/A INSURER F Interstate Fire & Casualty Co 22829 COVERAGES CERTIFICATE NUMBER HOU- 002130896 -02 REVISION NUMBER 9 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR ADDL SUBR LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM /DD (MM /DD/YYYY) LIMITS A GENERAL LIABILITY ARS5361056 05/01/2011 08/01/2012 1,000,000 EACH OCCURRENCE $ X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED 1,000,000 X PREMISES (Ea occurrence) $ CLAIMS -MADE OCCUR X SIR$50,000 MED EXP (Any one person) $ { PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER POLICY X . LOC PRODUCTS - COMP /OP AGG $ 2,000,000 $ B AUTOMOBILE LIABILITY 1OUENKK7181 08/01/2011 08/01/2012 COMBINED SINGLE LIMIT X ANY AUTO (Ea acadet) _ $ 1,000,000 BODILY INJURY (Per person) 5 ALL OWNED SCHEDULED _ AUTOS AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE $ (Per accident) D X UMBRELLA LIAB X OCCUR X0MS396511 08/01/2011 08/01/2012 - F EXCESS LIAB H FX00014866024 EACH OCCURRENCE $ 10,000,000 CLAIMS -MADE 08/01/2011 08/01/2012 AGGREGATE $ 10,000,000 DED RETENTION $ - - - -- C WORKERS COMPENSATION 10 WE ZR 6814 $ AND EMPLOYERS' LIABILITY 08/01/201 1 08/01/201 2 X WC STATU- OTH- TORY LIMI_ T_S___ ER ANY PROPRIETOR /PARTNER /EXECUTIVE E L EACH ACCIDENT $ 1,000,000 OFFICER /MEMBER EXCLUDED? N N / A (Mandatory In NH) -- If yes descnbe under E L DISEASE EA EMPLOYEE $ 1,000,000 DESCRIPTION OF OPERATIONS below E L DISEASE - POLICY LIMIT $ 1,000 000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Certificate Holder is included as additional insured with respect to the above General Liability policy where required by written contract Named Insureds Sport Supply Group, Inc , Dixie Sporting Goods Co dba Odando Team Sports, Kesslers Team Sports dba Salkeld & Sons, Collegiate Pacific, Vantage Products International, Product Merchandising, Bocock Sporting Goods, The Discounter, BSN (Including BSN Corp & BSN Sports), The Athletic Connection, GSC, North American Recreation (NAR), Passon's Sports, U S Games, Tomark Sports, Webster's Team Sports, Gus Doerner Sports, Har -Bell Athletic Goods, Greg Larson Sports, Coach s Sports Corner, Kattus Pro-Team Sports, PAL's Sports Center, and X0 Sports CERTIFICATE HOLDER CANCELLATION City of Clermont , City Purchasing Division SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Post Office Box 120219 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Clermont, FL 34712 -0219 ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE of Marsh USA Inc William Hines u/• Thei © 1988-2010 ACORD CORPORATION All rights reserved ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD