2017-034 r
AGREEMENT FOR
ATHLETIC AND PHYSICAL EDUCATION SUPPLIES AND TEAM UNIFORMS
THIS AGREEMENT, made and entered into this,?arL day of /1 ./LC& 2017,
A.D., by and between the-City of Clermont'685 West Montrose Street, Clermont, Florida
(hereinafter referred to as "CITY"), and BSN SPORTS, LLC., 1901 Diplomat Drive,
Dallas, TX 75234 (hereinafter referred to as"CONTRACTOR").
WHEREAS, the National Intergovernmental Purchasing Alliance (NIPA) through the
public procurement process awarded an agreement for athletic and physical education
supplies and team uniforms, NIPA RFP# 16-07;
WHEREAS,CITY desires to utilize the above-referenced awarded bid, CONTRACTOR's
response thereto and agreement inaccordance with CITY's procurement policy; and
WHEREAS,CONTRACTOR desires to enter into a contract with CITY based on the terms
-and conditions of NIPA contract number R160701.
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth,
mutually agree as follows:
ARTICLE I - SCOPE OF WORK
The CONTRACTOR shall furnish athletic and physical education supplies as described in
NIPA Contract Number R160701, 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 CONTRACTOR. To the extent of a conflict between this Agreement and
Exhibit "A", the terms and conditions of this Agreement shall prevail and govern. In all
instances the CITY purchasing policy, resolutions and ordinances shall apply.
ARTICLE II -THE CONTRACT SUM
CITY shall pay CONTRACTOR,for the faithful performance of the Agreement as set forth
in the Agreement documents and the Unit Price. Schedule as set forth in Appendix C,
attachedhereto 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 September 30, 2019, unless terminated or renewed as
provided by the NIPA Agreement.
2. Notwithstanding any other provision of this Agreement, CITY may, upon
written notice to CONTRACTOR, terminate this Agreement if: a) without
cause and for convenience upon thirty (30) days 'written notice to
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CONTRACTOR b) CONTRACTOR is adjudged to be bankrupt; c)
CONTRACTOR makes a general assignment for the benefit of its creditors; d)
CONTRACTOR fails to comply with any of the conditions of provisions of this
Agreement; or e) CONTRACTOR is experiencing 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.
3. Either party, in its sole discretion, may terminate this Agreement, in whole or
in part, at any time without cause, by providing at least sixty (60) days' prior
written notice to the other party.
ARTICLE IV - COMMENCEMENT AND COMPLETION OF WORK
The CONTRACTOR shall,provide all,items in the timeframe as set forth in the applicable
purchase order or notice to proceed.
ARTICLE V - PAYMENTS
In accordance with the provisions fully set forth in the General Conditions,
CONTRACTOR 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 CONTRACTOR, within thirty (30) calendar days, on the basis of a duly certified
and approved payment invoice by the CITY for services 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 CONTRACTOR 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 CONTRACTOR shall take out and
maintain during the life of this Agreement Worker's Compensation Insurance for all his
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employees connected with the work of this Project and, in case any work is sublet, the
CONTRACTOR shall require the subcontractor similarly to provide Worker's
Compensation Insurance for all of the latter's employees unless such employees are
covered by the protection afforded by the CONTRACTOR. 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 CONTRACTOR shall provide adequate insurance,
satisfactory to the CITY, for the protection of employees not otherwise protected.
2. CONTRACTOR'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) CONTRACTOR's Comprehensive General, $500,000 Each
($1,000,000 aggregate)
Liability Coverages, Bodily Injury Occurrence, & Property Damage
Combined:Single Limit
(b) Automobile Liability Coverages, $500,000 Each
Bodily Injury& Property Damage Occurrence,
Combined Single Limit
3. SubCONTRACTOR's Public Liability and. Property Damage
Insurance-The CONTRACTOR shall require each of his subCONTRACTORs to procure
and maintain during the life of this Agreement, insurance of the type specified above or
insure the activities of his subCONTRACTORs in his policy, as specified above.
4. Indemnification Rider
(a) To cover to the fullest extent permitted by law, the CONTRACTOR
shall indemnify and .hold harmless the CITY and its agents and
employees from and against all claims, damages, losses and expenses,
including but not-limitedto 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 CONTRACTOR, any
subCONTRACTOR, 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 construed to negate, abridge, or otherwise
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reduce any other right 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 CONTRACTOR,.any subcontractor, 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 CONTRACTOR or any subcontractor under workers'or workmen's
compensation acts,disability benefit acts or other employee benefit acts.
(c) The,CONTRACTOR 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 writing 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.
CONTRACTOR: BSN Sports, LLC
1901 Diplomat Drive
Dallas, TX 75234
Contact: Terrence M. Babilla, President
Copy to:
Varsity Brands, LLC
4849 Alpha Road
Dallas,TX 75244
Contact: Chief Legal Officer
CITY: City of Clermont
Attn: Darren Gray, 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.
nitle
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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 provision or
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 CONTRACTOR:
6. Assignment. Except in the event of merger, consolidation, or other change of
control pursuant to the sale of all or substantially all of either party's assets, this
Agreement is personal to the parties hereto and may not be assigned by
, CONTRACTOR,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. Public-Records. Contractor expressly understands records associated with this
project are public records and agrees to comply.with Florida's Public Records law,
to include, to:
(a) Keep andmaintain public records that ordinarily and necessarily would be
required by the CITY in order to perform the services contemplated herein.
(b) Provide the public with access to public records on the same terms and
conditions that the CITY would provide the records and at a cost that does not
exceed the cost provided in this Florida's Public Records law or as otherwise
provided by law.
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(c) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by
law.
(d) Meet all requirements for retaining public records and transfer, at no cost,
to the CITY all public records in possession of CONTRACTOR upon termination
of the contract and destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements.
CONTRACTOR shall use reasonable efforts to provide all records stored
electronically to the CITY in a format that is compatible with the information
technology systems of the CITY.
(e) IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTRACTOR SHALL CONTACT THE CITY'S
CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352) 241-
7331.
ARTICLE X-AGREEMENT DOCUMENTS
The Agreement Documents, as listed below are herein made fully a part of this Agreement
as if herein repeated.
Document Precedence:
1. This Agreement
2. Purchase Order/Notice to Proceed
3. All documents contained in NIPA Contract No. R160701.
IN WIT ESS WHERE F, the parties hereto have executed this Agreement on
this day of ,2017.
City of Cle t
r`
P
Darren G �Ci y Manag-
— Attest:
;Diriise-Noa1, Acting City Clerk
T/144
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, -
BSN-Sport ; LLC
7)/A/3„,4Leng,
.By: 1
Terrence M.Babilla
resident/
P &COO
Title. ,
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es :
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Corporate Secretary.,
..4 A P-iliP/i )••.,-8,7a„i4
(Name Printed or Typed) .
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4/2° EXHIBIT A
NJ 1\TI ONAL I PA 2555 Meridian Blvd., Suite 300, Franklin,TN 37067
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE
August 29, 2016
Mr.Terry Babilla
Manager&President
BSN Sports, LLC
1901 Diplomat Drive
Dallas, Texas 75234
Re: Award of Contract# R160701
Dear Mr. Babilla:
Per official action taken by the Board of Directors of Region 4 Education Service Center, on
August 23, 2016, National IPA is pleased to announce after approval of the exceptions as
agreed upon in the terms and conditions that BSN Sports, LLC has been awarded an annual
contract for the following, based on the sealed proposal (RFP# 16-07) submitted on June 27,
2016:
Commodity/Service Contractor
Athletic and Physical Education Supplies BSN Sports, LLC
and Team Uniforms
This contract Is effective October 1, 2016 and will expire on September 30, 2019. As indicated
above, your Contract # is R160701. This contract may be renewed annually for an additional
two (2)years if mutually agreed by Region 4 ESC/National IPA and BSN Sports, LLC.
Your participation in the proposal process is appreciated and we look forward to a successful
partnership. Please feel free to provide copies of this letter to your sales representative(s) to
assist in their daily course of business.
If you have any questions, please feel free to contact me at 713.554.0460.
Sincerely,
I.ilootAttiatAxi4tAit
Deborah Bushnell, CTSBO
Contract Manager
www.NationalIPA.org EXPERIENCED * FOCUSED * TRUSTED
APPENDIX A
VENDOR CONTRACT AND SIGNATURE FORM
This vendor contract and Signature Form("Contract')is made as of 8/23/2016 by and between BSN
Sports, LLC and Region 4 Education Service Center ('`Region 4 ESC) for the purchase of Athletic
and Physical Education Supplies and Uniforms
°RECITALS,
WHEREAS, both parties agree and understand that the following pages will constitute the contract
between the successful vendor(s) and Region 4 ESC, having its principal place of business at 7145
West Tidwell Road, Houston, TX 77092. _
WHEREAS, Vendor agrees to include, in writing, any required exceptions or deviations from these
terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC,
said exceptions or deviations will be incorporated into the final contract "Vendor Contract."
WHEREAS, this contract consists of the provisions set forth below, including provisions of all
attachments referenced herein. In the event of a conflict between the provisions set forth below and
those contained in any attachment, the provisions set forth below shall control.
WHEREAS, the Vendor Contract will provide that any state, county, special district, local government,.
school district, private K-12 school, technical or vocational school, higher education institution
(including community colleges, colleges and universities, both public and private), other government
agencies or non-profit organization may purchase products and services at prices indicated,in the
Vendor Contract upon registering and becoming a member with TCPN; and it being further understood
that Region 4 ESC shall act as the Lead Public Agency with respect to all such purchase agreements.
WHEREAS, TCPN has the administrative and legal capacity to administer purchases on behalf of
Region 4 ESC under the Vendor Contract with participating public agencies and entities, as,permitted
by applicable law.
ARTICLE 1- GENERAL TERMS AND CONDITIONS
1.1 TCPN shall be afforded all of the rights, privileges and indemnifications afforded to Region 4 ESC.
under the Vendor Contract, and such rights, privileges and indemnifications shall accrue and apply
with equal effect to TCPN, including, without limitation, Vendors obligation to provide insuranceand
other indemnifications to Lead Public Agency.
1:2 Awarded vendor shall perform all duties, responsibilities and obligations', set forth in this agreement,
and required under the Vendor Contract.
1.3 TCPN shall perform its duties, responsibilities and obligations as administrator of purchases, set forth
in this agreement, and required under the Vendor Contract. f
1.4 purchasing orgcedurg:
• Purchase orders are issued by participating governmental agencies to the awarded vendor
indicating on the PO"Per TCPN Contract#R16-07 "'
• Vendor delivers goods/services directly to the participating agency;
•
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• Awarded vendor invoices the participating agency directly.
• Awarded vendor receives payment directly from the participating agency.
• Awarded vendor reports sales monthly to TCPN.
1.5 Customer Support: The vendor shall provide timely and accurate technical advice and sales support to
Region 4 ESC staff, TCPN staff and participating agencies. The vendor shall respond to such
requests within one (1) working day after receipt of the request.
ARTICLE 2-ANTICIPATED TERM OF AGREEMENT
2.1 Unless otherwise stated, all contracts are for a period of three(3) years with an option to renew annually
for an additional two (2) years if agreed to by Region 4 ESC. Region 4 ESC will notify the vendor in
writing if the contract is extended. Awarded vendor shall honor all administrative fees for any sales
made based on the contact whether renewed or not.
2.2 Region 4 ESC shall review the contract prior to the renewal date and notify the current awarded vendor, no
less than ninety (90) days of Region 4 ESC's intent renew the contract. Upon receipt of notice,
awarded vendor must notify Region 4 ESC if it elects not to renew. Awarded vendor shall honor the
administrative fee for any sales incurred throughout the fife of the contract on any sales made based on
a Region 4 ESC contract whether awarded a renewal or not. Region 4 ESC reserves the right to
exercise each two-year extension annually.
ARTICLE 3- REPRESENTATIONS AND COVENANTS
3.1. Scope: This contract is based on the need to provide the economic benefits of volume purchasing and
reduction in administrative costs through cooperative purchasing to schools and other members.
Although contractors may restrict sales to certain public units (for example, state agencies or local
government units), any contract that prohibits sales from being made to public school districts may not be
considered. Sales without restriction to any Members are preferred. These types of contracts are
commonly referred to as being "piggybackable".
3.2. Compliance: Cooperative Purchasing Agreements between TCPN and its Members have been
established under state procurement law.
3.3. Offeror's Promisq: Offeror agrees all prices, terms, warranties, and benefits granted by Offeror to
Members through this contract are comparable to or better than the equivalent terms offered by Offeror to
any present customer meeting the same qualifications or requirements.
ARTICLE 4- FORMATION OF CONTRACT
4.1. Offeror Contract Documents: Region 4 ESC will review proposed offeror contract documents.
Vendor's contract document shall not become part of Region 4 ESC's contract with vendor unless and
until an authorized representative of Region 4 ESC reviews and approves it.
4.2. Form of Contract The form of contract for this solicitation shall be the Request for Proposal, the
awarded proposal(s) and best and final offer(s), and properly issued and reviewed purchase orders
referencing the requirements of the Request for Proposals. If a firm submitting an offer requires Region 4
ESC and/or Member to sign an additional agreement, a copy of the proposed agreement must be
included with the proposal.
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4.3. entire Agreement (Parol evidence): The contract, as specified above, represents the final written
expression of agreement. All agreements are contained herein and no other agreements or
representations that materially alter it are acceptable.
4.4.Assignment of Contract: No assignment of contract may be made without the prior written approval of
Region 4 ESC. Purchase orders and payment can only be made to awarded vendor unless otherwise
approved by Region 4 ESC. Awarded vendor is required to notify Region 4 ESC when any material
change in operations is made that may adversely affect members(i.e. bankruptcy, change of ownership,
merger, etc.).
4.5.Jdovation: If contractor sells or transfers all assets or the entire portion of the assets used to perform
this contract, a successor in interest must guarantee to perform all obligations under this contract.
Region 4 ESC reserves the right to accept or reject any new party. A simple change of name
agreement will not change the contractual obligations of contractor.
4.6. Contract Alterations: No alterations to the terms of this contract shall be valid or binding unless
authorized and signed by a Region 4 ESC staff member.
4.7. Order of Precedence: In the event of a conflict in the provisions of the contract as accepted by Region 4
ESC, the following order of precedence shall prevail:
• Special terms and conditions
• General terms and conditions
• Specifications and scope of work
• Attachments and exhibits
• Documents referenced or included in the solicitation
4.8 Supplemental Agreements: The entity participating in the Region 4 ESC contract and awarded
vendor may enter into a separate supplemental agreement to further define the level of service
requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering
requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this
contract is exclusively between the participating entity and awarded vendor. Neither Region 4 ESC,
TCPN, its agents, members and employees shall be made party to any claim for breach of such
agreement.
4.9 Adding authorized distributors/dealers: Awarded vendors are prohibited from authorizing additional
distributors or dealers, other than those identified at the time of submitting their proposal, to sell under
their contract award without notification and prior written approval from TCPN. Awarded vendors must
notify TCPN each time it wishes to add an authorized distributor or dealer. Purchase orders and
payment can only be made to awarded vendor unless otherwise approved by TCPN. Pricing provided to
members by added distributors or dealers must also be less than or equal to the pricing offered by the
awarded contract holder, unless otherwise approved by TCPN.
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ARTICLE 5-TERMINATION OF CONTRACT
5.1. Cancellation for Non-Performance or Contractor Deficiency: Region 4 ESC may terminate any
contract if Members have not used the contract, or if purchase volume is determined to be low volume in
any 12-month period. Region 4 ESC reserves the right to cancel the whole or any part of this contract due
to failure by contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may
issue a written deficiency notice to contractor for acting or failing to act in anyof the following:
i. Providing material that does not meet the-specifications of thecontract;
ii. Providing work and/or material that was not awarded under the contract;
iii. Failing to adequately perform the services set forth in the scope of work and specifications;
iv. Failing to complete required work or furnish required materials within a reasonable amount of
time;
i. Performing work or providing services under the contract prior to receiving an authorized
purchase order from Region 4 ESC or participating member prior to such work
Upon receipt of a written deficiency notice, contractor shall have ten (10) days to provide a satisfactory
response to Region 4 ESC. Failure to adequately address all issues of concern may result in contract
cancellation. Upon cancellation under this paragraph, all goods, materials,work,documents, data and
reports prepared by contractor under the contract shall become the property of the Member on demand
5.2 Termination for Cause: If, for any reason, the Vendor fails to fulfill its obligation in a timely manner,
or if the vendor violates any of the covenants, agreements, or stipulations of this contract Region 4
ESC reserves the right to terminate the contract immediately and pursue all other applicable remedies
afforded by law. Such termination shall be effective by delivery of notice, to the vendor, specifying the
effective date of termination. In such event, all documents, data, studies, surveys, drawings, maps,
models and reports prepared by vendor for this solicitation may become the property of the participating
agency or entity. If such event does occur then vendor will be entitled to receive just and equitable
compensation for the satisfactory work completed on such documents.
5.3 Delivery/Service Failures: Failure to deliver goods or services within the time specified, or within a
reasonable time period as interpreted by the purchasing agent or failure to make replacements or
corrections of rejected articles/services when so requested shall constitute grounds for the contract to
be terminated. In the event that the participating agency or entity must purchase in an open market,
contractor agrees to reimburse the participating agency or entity, within a reasonable time period, for
all expenses incurred.
5.4 Force Maieure: If by reason of Force Majeure, either party hereto shall be rendered unable wholly or
in part to carry out its obligations under this Agreement then such party shall give notice and full
particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of
the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected
by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except
as hereinafter provided, but for no longer period,and such party shall endeavor to remove or overcome
such inability with all reasonable dispatch.
The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other
industrial disturbances, act of public enemy, orders of any kind of government of the United States or
the State of Texas or any civil or military authority;.insurrections; riots; epidemics; landslides; lighting;
earthquake; fires; hurricanes; storms;floods; washouts; droughts; arrests; restraint of government and
people; CMI disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other
causes not reasonably within the control of the party claiming such inability. It is understood and agreed
that the settlement of strikes and lockouts shall be entirely within the discretion of the party-having the
difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable
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dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the
opposing party or parties when such settlement is unfavorable in the judgment of the party having the
difficulty.
5.5 Standard Cancellation: Either party may cancel this contract in whole or in part by providing written
notice. The cancellation will take effect 30 business days after the other party receives the notice of
cancellation. After the 30th business day all work will cease following completion of final purchase
order. Vendor may be requested to provide additional items not already on contract at any time.
ARTICLE 6-LICENSES
6.1 Duty to keep current license: Vendor shall maintain in current status all federal, state and local
licenses, bonds and permits required for the operation of the business conducted by vendor. Vendor
shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the
lawful provision of services under the contract. Region 4 ESC reserves the right to stop work and/or
cancel the contract of any vendor whose license(s) expire, lapse, are suspended or terminated.
6.2 Survival Clause: All applicable software license agreements, warranties or service agreements that
were entered into between Vendor and Customer under the terms and conditions of the Contract shall
survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by
Order Fulfiller shall survive expiration or termination of the Contract.
ARTICLE 7- DELIVERY PROVISIONS
7.1 Delivery: Vendor shall deliver said materials purchased on this contract to the Member issuing a
Purchase Order. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If
delivery is not or cannot be made within this time period the vendor must receive authorization from
the purchasing agency for the delayed delivery. At this point the participating entity may cancel the
order if estimated shipping time is not acceptable. .
7.2 Inspection &Acceptance: If defective or incorrect material is delivered, purchasing agency may
make the determination to return the material to the vendor at no cost to the purchasing agency.The
vendor agrees to pay all shipping costs for the return shipment. Vendor shall be responsible for
arranging the return of the defective or incorrect material.
ARTICLE 8- BILLING AND REPORTING
.1 Payments: The entity using the contract will make payments directly to the awarded vendor. Payment
shall be made after satisfactory performance, in accordance with all provisions thereof, and upon
receipt of a properly completed invoice.
.2 Jnvoices: The awarded vendor shall submit invoices to the participating entity clearly stating "Per
TCPN Contract". The shipment tracking number or pertinent information for verification shall be made
available upon request.
.3 Tax Exempt Status: Since this is a national contract, knowing the tax laws in each state is the sole
responsibility of the vendor.
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.4 Reporting: The awarded vendor shall electronically provide TCPN with a detailed monthly report
showing the dollar volume of all sales under the contract for the previous month. Reports shall be sent
via e-mail to TCPN offices at reoorting@tcon.orq. Reports are due on the fifteenth(15th)day after the
close of the previous month. It is the responsibility of the awarded vendor to collect and compile all
sales under the contract from participating Members and submit one (1) report. The report shall include
at least the following information listed below:
• Vendor Name
• TCPN Contract Number
• Reporting Period/Year
• Entity Name
• Entity Address( Including Street, City, State&Zip)
;-
• Entity Purchase Order Number(Individual Purchase Order Numbers).
• Purchase Order Date
• Gross Sale Amount
• Administrative Fee(Based on Gross Sale Amount)
• If there are no sales to report,Vendor is still required to communicate'that
information via email
ARTICLE 9-PRICING
9.1 nest once guarantee: The awarded vendor agrees to provide pricing to Region 4 'ESC and, its
participating entities that are the lowest pricing available and the pricing shall remain so throughoutthe
duration of the contract. Pricing offered to Federal government buying consortiums for goods and
services is exempt from this requirement. The awarded vendor, however,,agrees to lower the cost of
any product purchased through TCPN following a reduction in the manufacturer or publisher's direct
cost.
9.2 Price increase: Should it become necessary or proper during the term Of this contract'to"make any.
change in design or any alterations that will increase expense Region 4 ESC. must be: noted:
immediately. Price increases must be approved by Region 4 ESC and no payment for'additional
materials or services, beyond the amount stipulated in the contract, shall be paid without prior approval.
All price increases must be supported by manufacture documentation, or a formal cost justification.
letter.
Awarded vendor must honor previous prices for thirty(30) days after approval and written notification
from Region 4 ESC if requested.
It is the awarded vendor's responsibility to keep all pricing up to date and on file with Region 4;ESC:
All price changes must be provided to Region 4 ESC, using the same format as was accepted in the
original contract.
9.3 Additional Charges: All deliveries shall be freight prepaid, F.O.B. destination and shall be,included.,in
all pricing offered unless otherwise clearly stated in writing'.
9.4 price reduction and adjustment: Price reduction may be offered at any time during contract and shall;
become effective upon notice of acceptance from Region 4 ESC. Special, time-limited reductions are
permissible under the following conditions: 1)reduction is available to all Members equally; 2)reduction
is for a specific time period, normally not less than thirty (30) days; 3) original price is not exceeded,
after the time-limit; and 4) Region 4 ESC has approved the new prices prior to any offer of the prices
to a Member.Vendor shall offer Region 4 ESC any published price reduction during the contract period.
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9.5 Prevailing Wage: It shall be the responsibility of the Vendor to comply, when applicable, with the
prevailing wage legislation in effect in the jurisdiction of the purchaser(Region 4 ESC or its Members).
It shall further be the responsibility of the Vendor to monitor the prevailing wage rates as established
by the appropriate department of labor for any increase in rates during the term of this contract and
adjust wage rates accordingly.
9.6 Administrative Fees: All pricing submitted to Region 4 ESC shall include the administrative fee to be
remitted to TCPN by the awarded vendor.
The awarded vendor agrees to pay 2% administrative fees monthly to TCPN.Administrative fees must
be paid net 30 days after TCPN acceptance of the vendor's monthly report.
ARTICLE 10-PRICING AUDIT
10.1 Audit rights: Vendor shall, at Vendor's sole expense, maintain appropriate due diligence of all
purchases made by Region 4 ESC and any entity that utilizes this Agreement. TCPN and Region 4
ESC each reserve the right to audit the accounting for a period of three (3) years from the time such
purchases are made. This audit right shall survive termination of this Agreement for a period of one (1)
year from the effective date of termination. In the State of New Jersey, this audit right shall survive
termination of this Agreement for a period of five(5)years from the date of final payment. Such records
• shall be made available to the New Jersey Office of the State Comptroller upon request. Region 4 ESC
shall have the authority to conduct random audits of Vendor's pricing that is offered to eligible entities
at Region 4 ESC's sole cost and expense. Notwithstanding the foregoing, in the event that Region 4
ESC is made aware of any pricing being offered to eligible agencies that is materially inconsistent with
the pricing under this agreement, Region 4 ESC shall have the ability to conduct an extensive audit of
Vendor's pricing at Vendor's sole cost and expense. Region 4 ESC may conduct the audit internally or
may engage a third-party auditing firm. In the event of an audit, the requested materials shall be
provided in the format and at the location designated by Region 4 ESC or TCPN.
ARTICLE 11-OFFEROR PRODUCT LINE REQUIREMENTS
11.1 Current products: Proposals shall be for materials and equipment in current production and marketed
to the general public and education/government agencies at the time the proposal is submitted.
11.2 Discontinued products: If a product or model is discontinued by the manufacturer, vendor may
substitute a new product or model if the replacement product meets or exceeds the specifications and
performance of the discontinued model and if the discount is the same or greater than the discontinued
model.
11.3 New products/Services: New products and/or services that meet the scope of work may be added to
the contract. Pricing shall be equivalent to the percentage discount for other products. Vendor may
replace or add product lines to an existing contract if the line is replacing or supplementing products
on contract, is equal or superior to the original products offered, is discounted in a similar or to a greater
degree, and if the products meet the requirements of the solicitation. No products and/or services may
be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be
submitted with documentation from Members demonstrating an interest in, or a potential requirement
for, the new product or service. Region 4 ESC may reject any additions without cause.
11.4 Options: Optional equipment for products under contract may be added to the contract at the time they
become available under the following conditions: 1) the option is priced at a discount similar to other
options; 2)the option is an enhancement to the unit that improves performance or reliability.
11.5 Product line: Offerors with a published catalog may submit the entire catalog. Region 4 ESC reserves
the right to select products within the catalog for award without having to award all contents. Region 4
ESC may reject any addition of equipment options without cause.
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11.6 Warranty conditions: All supplies, equipment and services shall include manufacturer's minimum
standard warranty and one (1) year labor warranty unless otherwise agreed to in writing.
11.7 Buy American reauirement: (for New Jersey and all other applicable States)Vendors may only use
unmanufactured construction material mined or produced in the United States,as required by the Buy
American Act. Where trade agreements apply, to the extent permitted by applicable law, then
unmanufactured construction material mined or produced in a designated country may also be used.
Vendors are required to check state specific requirements to ensure compliance with this requirement.
ARTICLE 12-SITE REQUIREMENTS
12.1 Cleanup: Vendor shall clean up and remove all debris and rubbish resulting from their work as required
or directed by Member. Upon completion of the work, the premises shall be left in good repair and an
orderly, neat, clean and unobstructed condition.
12.2 Prenaration: Vendor shall not begin a project for which Member has not prepared the site, unless
vendor does the preparation work at no cost, or until Member includes the cost of site preparation in a
purchase order. Site preparation includes, but is not limited to: moving furniture, installing wiring for
networks or power, and similar pre-installation requirements.
12.3 Registered sex offender restrictions: For work to be performed at schools, vendor agrees that no
employee or employee of a subcontractor who has been adjudicated to be a registered sex offender
will perform work at any time when students are or are reasonably expected to be present. Vendor
. agrees that a violation of this condition shall be considered a material breach and may result in the
cancellation of the purchase order at the Member's discretion. Vendor must identify any additional
costs associated with compliance of this term. If no costs are specified, compliance with this term will
be provided at no additional charge.
12.4 Safety measures: Vendor shall take all reasonable precautions for the safety of employees on the
worksite, and shall erect and properly maintain all necessary safeguards forprotection of workers and
the public. Vendor shall post warning signs against all hazards created by its operation and work in
progress. Proper precautions shall be taken pursuant to state law and standard practices to protect
workers, general public and existing structures from injury or damage.
12.5 Smoking: Persons working under the contract shall adhere to local smoking policies. Smoking will
only be permitted in posted areas or off premises.
12.6 Stored materials: Upon prior written agreement between the vendor and Member, payment may be
made for materials not incorporated in the work but delivered and suitably stored at thesite or some
other location, for installation at a later date. An inventory of the stored materials must be provided to
Member prior to payment. Such materials must be stored and protected in a secure location, and be
insured for their full value by the vendor against loss and damage. Vendor agrees to provide proof of
coverage and/or addition of Member as an additional insured upon Member's request. Additionally, if
stored offsite, the materials must also be clearly identified as property of buying Member and be
separated from other materials. Member must be allowed reasonable opportunity to inspect and take
inventory of stored materials, on or offsite, as necessary.
Until final acceptance by the Member, it shall be the Vendor's responsibility to protect all materials and
equipment. The Vendor warrants and guarantees that title for all work, materials and equipment shall
pass to the Member upon final acceptance.
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ARTICLE 13- MISCELLANEOUS
13.1 Fundina Out Clause: Any/all contracts exceeding one (1) year shall include a standard "funding out"
clause. A contract for the acquisition, including lease, of real or personal property is a commitment of
the entity's current revenue only, provided the contract contains either or both of the following
provisions:
"Retains to the entity the continuing right to terminate the contract at the expiration of each budget
period during the term of the contract and is conditioned on a best efforts attempt by the entity to obtain
appropriate funds for payment of the contract."
13.2 Disclosures: Offeror affirms that he/she has not given, offered to give, nor intends to give at any time
hereafter any economic opportunity,future employment, gift, loan, gratuity, special discount, trip, favor
or service to a public servant in connection with this contract. Include a complete description of any and
all relationships that might be considered a conflict of interest in doing business with participants in
TCPN. The Offeror affirms that, to the best of his/her knowledge, the offer has been arrived at
independently, and is submitted without collusion with anyone to obtain information or gain any
favoritism that would in any way limit competition or give an unfair advantage over other vendors in the
award of this contract.
13.3 Indemnity: The awarded vendor shall protect, indemnify, and hold harmless both Region 4 ESC and
TCPN and its participants, administrators, employees and agents against all claims, damages, losses
and expenses arising out of or resulting from the actions of the vendor, vendor employees or vendor
subcontractors in the preparation of the solicitation and the later execution of the contract, including
any supplemental agreements with members. Any litigation involving either Region 4 ESC or TCPN,
its administrators and employees and agents will be in Harris County, Texas. Any litigation involving
TCPN members shall be in the jurisdiction of the participating agency.
13.4 Franchise Tax: The Offeror hereby certifies that he/she is not currently delinquent in the payment of
any franchise taxes.
13.5 Marketing: Awarded vendor agrees to allow Region 4 ESC/TCPN to use their name and logo within
website, marketing materials and advertisement. Any use of TCPN name and logo or any form of
publicity, inclusive of press releases, regarding this contract by awarded vendor must have prior
approval from TCPN.
13.6 Certificates of Insurance: Certificates of insurance shall be delivered to the Region 4 ESC participant
prior to commencement of work. The insurance company shall be licensed in the applicable state in
which work is being conducted. The awarded vendor shall give the participating entity a minimum of
ten (10) days' notice prior to any modifications or cancellation of policies. The awarded vendor shall
require all subcontractors performing any work to maintain coverage as specified.
13.7 Legal Obligations: It is the Offeror's responsibility to be aware of and comply with all local, state, and
federal laws governing the sale of products/services identified in this RFP and any awarded contract
and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even
if not specifically identified herein.
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13.8 Coen Records Policy: Because Region 4 ESC contracts are awarded by a governmental entity,
responses submitted are subject to release:as public information after contracts are executed. If a
vendor believes that its response, or parts of its response, may beexempted from disclosure, the
vendor must specify page-by-page and line-by-line the parts of the response, which it believes, are
exempt. In addition, the Offeror must specify which exception(s) are applicable and provide detailed
reasons to substantiate the exception(s). Offeror must provide this information on the
'Acknowledgement and Acceptance to Region 4 ESC's Open Record Policy" form found at the
-beginning of this solicitation. Any information that is unmarked will be considered public information
and released, if requested under the Public Information Act.
The determination of whether information is confidential and not subject to disclosure is the duty of the
Office of Attorney General(OAG). Region 4 ESC must provide the OAGsufficientinformation to render
an opinion and therefore, vague and general claims to confidentiality by the Offeror are not acceptable.
Region 4 ESC must comply with the opinions of the OAG. Region 4 ESC assumes no responsibility
for asserting legal arguments on behalf of any vendor. Offeror'.are advised to consult with their legal
counsel concerning disclosure issues resulting from this procurement process and to take precautions
to safeguard trade secrets and other proprietary information.
After completion of award, these documents will be available for public inspection.
26
•
(7 VENDOR CONTRACT SIGNATURE FORM
The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance,
with the terms, specifications and conditions at the prices proposed within response unless noted in
• writing. The undersigned further certifies that he/she is an officer of the company and has authority to
negotiate and bind the company named below and has not prepared this proposal in collusion with any;
other Offeror and that the contents of this proposal as to prices, terms or conditions of said proposal.
have not been communicated by the undersigned nor by any employee or agent to any person engaged
in this type of business prior to the official opening of this proposal.
Prices are guaranteed:.120 days
Company name BSN Sports. LLC - — -- .
Address 1901 Diplomat Dr
City/State/Zip Dallas. Tx 75234
•
Telephone No. 1-800-527-7510 _
Fax No. 1-800-899-0149 r
•
Email address tbabillat bsnsports.com .
Printed name Tenn Babilla __.
Position with company Manager $ f?Asihii:,„.r
Authorized signature 7rita.a.ai&ek _
. Accepted by The Cooperative Purchasing Network:
Term of contract Oct 1, 2016 to September 30. 2010 _
Unless otherwise stated,all contracts are for a period of three(3)years with an option to renew annually
for an addition o(2 ears if agreed to by Region 4 ESC and the awarded vendor. Awarded vendor:.
shall honor dmi ' : fees for any sales made based on a contract whe er renewed or not.•
Region 4 ES • � ' ed Board Member e
41)/ •
Print Name
60, Q
eg on C 4P- orized Board Member
at -
&56
Print Name
TCPN Contract Number R/4011)/ v.
36
Appendix
PRODUCT/SERVICES SPECIFICATIONS
Region 4 Education Service Center (ESC 4) is seeking highly qualifiedvendor for Athletic and.
Physical Education Supplies and Team.Uniforms on a national basis. Offerors must be able to
accommodate a nationwide demand for products/services and to fulfill obligations as a nationwide
Supplier. Vendor(s) shall, at the request of Region 4 ESC and/or TCPN members, provide these
covered products and associated services under the terms of this RFP and the CONTRACT TERMS
AND CONDITIONS.
The intent of this solicitation is to establish a contract for a;comprehensive product offering with the
ability to provide eligible public agencies with multiple solutions to meet their needs Therefore,
Offerors are encouraged to offer their complete catalog and services including but not limitedto the
following categories:
• Football • Boxing
• Baseball; Softball . • Gymnastics
• Basketball • Aquatics
• Volleyball • ROTC
• Soccer • Fitness Equipment&Assessment
• Golf • Weight Equipment
• Tennis • Physical Ed Games
• Lacrosse • Sportswear
• Track&Field •- Team Uniforms
• Field Hockey Award Trophies&Cases
• Wrestling • Accessories
Offerors must identify any shipping,delivery, assembly, installation, and/or maintenance costs'in`the
Pricing section of this RFP. It is the Offeror's responsibility to clearly identify any maintenance,
installation, or assembly that may be required.
Related Services
Offerors shall submit auditable pricing for any and all services offered as indicated in Appendix C of
this RFP
Ordering Capabilities
Offerors that have retail stores shall have appropriate'procedures in'placeto ensure contract pricing
on all product lines to member agencies.
28
Product/Price Uadates
New products/services may be added during the term of the contract upon written request providing it
is within the original scope of this RFP. All requests are subject to review and approval by Region 4
ESC. At no time is the Supplier allowed to unilaterally change products or pricing. Vendors shall be
responsible for notifying Region 4 ESC of all obsolete and discontinued products in writing and in a
timely manner.
it is the Vendor's responsibility to provide Region 4 ESC with an up-to-date price list for the duration
of the contract.
29
'Appendix•C
PRICING
Electronic Price Lists
• Offerors shall provide a price in the format of a percentage discount off a current:list price.
Offerors may submit discounts for various manufacturers. Discounts will remain firm and will
include all charges that may be incurred in fulfilling requirement(s).
• Offerors are encouraged to offer additional discounts for.one-tine delivery:of large single orders
to Region 4 ESC and member agencies. Region 4 ESC and or member agencies should seek,
to negotiate additional price concessions based on quantity purchases of any products offered
under the Contract. Members shall document their files accordingly.
• Awarded Vendor(s) may conduct sales promotions involving price reductions for a-specified
lesser period. Vendor(s) shall submit to Region 4 ESC documentation identifying the proposed.
(1) starting and ending dates of the promotion, (2) products involved, and (3) promotional prices
compared to then-authorized prices. Promotional prices shall be available to Region 4 ESC and'
all member agencies.
• Offerors must submit products, services, warranties,etc. in price list.
• Installation charges shall be clearly identified when applicable.
( • Prices listed will be used to establish the extent of a manufacturer'sproduct lines; services,
warranties, etc. that are available from a particular offeror and the pricing per.item;
• For line item pricing, electronic price list must contain manufacturer part#, vendor part#(if
different from manufacturer part#); description; manufacturers list price and net,cost to Region
4 ESC (including freight)
• Media submitted for price list must include the Offerors'company name, name of.the;solic'itat'ion,
and date on Flash Drive(i.e. Pin Or Jump Drives).
.:• Please submit price lists and/or catalogs in excel or delimited format only.
Price Usts submitted via flash drive.
Not to Exceed Pricing
• All pricing submitted shall be"minimum discount ceiling or°not-to-exceed" pricing. Region 4
ESC requests pricing be submitted as not to exceed for any participating entity.
• Unlike fixed pricing the awarded vendor can adjust submitted pricing lower if needed but;
cannot exceed original pricing submitted for solicitation.
• Cost plus a percentage off as a primary pricing mechanism is not acceptable.
(. • Vendor must allow for lower pricing to be available for similar product and service purchases:
30
CONTRACT APPROVAL FORM
TO: DARREN GRAY, CITY MANAGER
THRU: FREDDY SUAREZ, PURCHASING DIRECTOR
FROM: MARILYN RODRIGUEZ, ADMINISTRATIVE ASSISTANT TP
SUBJECT: ATHLETIC AND PHYSICAL EDUCATION SUPPLIES AND TEAM UNIFORMS
DATE: MARCH 30, 2017
THE PURCHASING DIRECTOR RECOMMENDS THE FOLLOWING:
1. APPROVE: Agreement between the City of Clermont and BSN Sports, LLC. to provide
Athletic and Physical Education Supplies and Team Uniforms for the Parks and
Recreation Department. The agreement shall take effect on the date of execution by both
parties and shall remain in effect until September 30, 2019, unless renewed or terminated
as provided by the NIPA contractual agreement. Upon mutual agreement, the agreement
may be renewed for two (2)additional one (1) year terms.
2. Why is this action necessary: In accordance with the City of Clermont Purchasing
Policy, the City Manager is authorized to approve contracts under $50,000 that do not
require a budget amendment.
3. ADDITIONAL INFORMATION: At the request of the Parks and Recreation Department,
the Purchasing Department sought a contract with National Intergovernmental Purchasing
Alliance (NIPA), contract number R160701. The estimated annual expenditures is less
than $4,000 and it is included in the Parks and Recreation Department budget. The
Purchasing Department issued RFI 1703-006 to notify local vendors of the City's intent to
utilize NIPA contract to purchase athletic and physical education supplies and team
uniforms. At the completion of the RFI the Purchasing Department received no interest.
The NIPA contract was fully competed, advertised, and complies with the City of Clermont
Purchasing Policy.
4. FISCAL IMPACT: The fiscal impact of $4,000 is included in the current year approved
budget.
5. EXHIBITS: Athletic and Physical Education Supplies and Team Uniforms Agreement
APPROVA AUTHORITY
Approved Disapproved 0
Reason/Suggestion (If disapproved)
►�, r-'�'j� m Qin ate, Li 13}(r
`Ir - V Title Date