CTR066886_Contract_Documents.pdf

Request for Proposal Solicitation No. BPM005385

Statewide Sporting Goods

Arizona Department of Administration State Procurement Office 100 North 15th Avenue Phoenix, AZ 85007

Attachment 01 – Offer and Acceptance Form

SUBMISSION OF OFFER: The undersigned hereby offers and agrees to provide Statewide Sporting Goods in compliance with all terms, conditions, specifications, and amendments in the Solicitation and any written exceptions in the Offer indicated by the latest dated version below:

Initial Offer:

Date Signature

Revised Offers:

Date Signature Date Signature

Date Signature Date Signature

Best and Final Offer:

Date Signature

Offeror company name Signature of person authorized to sign Offer

Address Printed name and Title

City, State, ZIP Contact name and Title

CERTIFICATION: By signature in the above, Offeror certifies that it: Contact email address Contact phone number

1. Will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] State Executive Orders 2023-01, 2009-09 or A.R.S. §§ 41-1461 through 41-1465;

2. 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 the submitted offer. Failure to provide a valid signature affirming the stipulations required by this clause will result in rejection of the Offer. Signing the Offer with a false statement will void the Offer, any resulting contract, and may be subject to legal penalties under law;

3. Complies with A.R.S. § 18-132 when offering electronics or information technology products, Services, or maintenance;

4. Has submitted this Offer as a firm offer for 180 days following the Solicitation due date and time per the Instructions to Offers. Any extensions to the Offer Acceptance Period shall be made in accordance with the A.A.C. R2-7-C310;

5. Did not and will not involve collusion or other anti-competitive practices; and

6. Is not debarred from, or otherwise prohibited from, participating in any contract awarded by federal, state, or local government.

ACCEPTANCE OF OFFER

The offer is hereby accepted.

The Contractor is now bound to sell the Materials or Services listed by the attached Contract and based upon the Solicitation, including all terms, conditions, specifications, amendments, etc., and the Contractor’s Offer as accepted by the State.

The Contract shall henceforth be referred to as Contract No.

The effective date of the Contract is

The Contractor is cautioned not to commence any billable work or to provide any Material or Service under this Contract until Contractor receives purchase order, contract release document, or written notice to proceed.

State of Arizona Awarded this day of 20

Procurement officer signature

Solicitation Attachment – Offer and Acceptance | Revision No. 4 | Revised 04-23

CTR066886

7/25/23

25th July 23 buhling Typewriter 6/6/2023 buhling Typewriter Game One buhling Typewriter 14131 N Rio Vista Blvd Ste 1 buhling Typewriter Peoria, AZ 85381 buhling Typewriter Barry T Uhling RSM buhling Typewriter Barry T Uhling RSM buhling Typewriter barry.uhling@game-one.com buhling Typewriter 623-692-6073 buhling Typewriter 06/17/2023 under A.R.S. § 41-2534

Notice Page

Arizona Department of Administration

State Procurement Office

100 N 15th Avenue, Suite 305

Phoenix, AZ 85007

Solicitation Requirements | Revision No. 5 | Revised 04-23 | Page 1 of 55

Solicitation Number: BPM005423

Description: Statewide Sporting Goods

Solicitation Due Date and Time: As indicated in APP

Pre-Offer Conference: None

Proposals will only be accepted online in the “State’s eProcurement System”, Arizona

Procurement Portal (APP), at https://app.az.gov until the “Bid/Offer Due Date” indicated in the

“State’s eProcurement System” for the Solicitation No. shown at the top of this page. Proposals must be in the State Procurement Office’s possession online no later than that deadline.

Submit technical inquiries about navigating and/or submitting proposals in the State’s eProcurement

System to the State’s eProcurement System Help Desk by phone at (602) 542-7600, option 2; or by email to app@azdoa.gov.

LATE PROPOSALS WILL NOT BE CONSIDERED. No extension or grace period will be given for delays or incomplete proposals caused by internet connectivity problems, file uploading difficulties, or misunderstanding of the requirements or procedures for online submission in the “State’s eProcurement System”.

It is the responsibility of the Prospective Offeror to routinely check the APP website for Solicitation

Amendments. Additional instructions for preparing an Offer are included in this solicitation.

Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contacting the Solicitation contact person. Requests shall be made as early as possible to allow time to arrange for the accommodation.

https://app.az.gov/ https://app.az.gov/ mailto:app@azdoa.gov

Table of Contents

Request for Proposal under A.R.S. § 41-2534

Solicitation No. BPM005423

Statewide Sporting Goods

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 2 of 55

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Table of Contents

Scope of Work 3

Special Terms and Conditions 5

Addendum A to the Special Terms and Conditions 39

Addendum B to the Special Terms and Conditions 40

Uniform Terms and Conditions 44

Scope of Work

Solicitation No. BPM005423

Statewide Sporting Goods

Arizona Department of Administration

State Procurement Office

100 N 15th Avenue

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 3 of 55

Scope of W ork

Scope of Work

1. Purpose: This Solicitation is to establish contracts for use by the State of Arizona (State) and Eligible Agencies, Boards and Commissions as well as participating members of the Arizona State Purchasing Cooperative to purchase Sporting Goods. The purpose of the Solicitation is to conduct a competitive process, in accordance with Arizona Revised Statutes (ARS) 41-2501 et seq., to create a contract(s) from which the State may acquire these products. The State is seeking to contract with qualified vendors who can provide the products and services described below.

2. Product Categories: The following products offered in whole or in part in the following categories may be considered for award:

2.1 Archery Equipment: Including but not limited to bows, arrows and targets.

2.2 Badminton Equipment: Including but not limited to nets and racquets.

2.3 Balls: Including but not limited to playground, sports and medicine.

2.4 Baseball Equipment: Including but not limited to bats, gloves, baseballs and mitts.

2.5 Basketball Equipment: Including but not limited to backboards, basketballs and backstops.

2.6 Bowling: Including but not limited to bowling balls, pins and accessories.

2.7 Boxing Equipment: Including but not limited to gloves, heavy bags, boxing ring supplies.

2.8 Coaching/Trainer Equipment and Supplies Including but not limited to ball carts, whistles, coaching clipboards, training aides, timing equipment.

2.9 Cricket Equipment and Accessories: Including but not limited to balls, bats, and stumps.

2.10 Exercise and Fitness Equipment: Including but not limited to commercial and home-grade cardio equipment, yoga, conditioning, and fitness accessories.

2.11 Football Equipment: Including but not limited to footballs, gloves and flag football sets.

2.12 Games: Including but not limited to yard games, board games, indoor and outdoor fitness and physical educational games.

2.13 Golfing Equipment: Including but not limited to clubs, golf balls, gloves, tees and bags.

2.14 Gymnasium Equipment: Including but not limited to climbing ropes, gymnastic bars, mats and covers.

2.15 Hockey Equipment: Including but not limited to sticks, pucks, goals and for Ice and Field hockey.

2.16 Lacrosse Equipment and Accessories: Including but not limited to balls, sticks, and Protective equipment.

2.17 Outdoor Recreation Equipment: Including but not limited to kayaking, rock climbing equipment, hunting, and fishing, camping, hiking, and boating.

2.18 Pickleball Equipment: Including but not limited to paddles, balls, and nets.

2.19 Protective Gear: Including but not limited to pads, helmets, mouth guards.

2.20 Ski Equipment and Accessories: Including but not limited to skis and poles.

2.21 Soccer Equipment: Including but not limited to soccer balls, ball bags and training aides.

Scope of Work

Solicitation No. BPM005423

Statewide Sporting Goods

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 4 of 55

2.22 Softball Equipment: Including but not limited to softballs, bats, gloves, mitts.

2.23 Squash, Handball, and Racquetball Equipment: Including but not limited to racquets, balls and gloves.

2.24 Tennis: Including but not limited to racquets, tennis balls, nets and ball pick up baskets.

2.25 Track & Field Supplies: Including but not limited to In-ground, throwing and jumping equipment.

2.26 Trampolines: Including but not limited to exercise trampolines, springs, frames, pads and jumping surfaces.

2.27 Volleyball: Including but not limited to nets, volleyballs and training aides.

2.28 Weight Lifting: Including but not limited to free weights and resistance training equipment.

2.29 Wrestling Equipment: Including but not limited to mats, whistles, tape and disinfectant.

2.30 Uniforms and Apparel: Including but not limited to team uniforms and apparel for all of the sections within this scope of work.

2.31 Parts and Repair Equipment: Including but not limited to components required to repair and maintain equipment.

3. Contractor Requirements: The Contractor shall have, at a minimum:

3.1. The ability to successfully perform the requirements of this statewide contract.

3.2. The ability to create and manage numerous individual accounts for order placement, billing, and reporting purposes.

3.3. Inventory and transportation capabilities sufficient to meet customer demand and contract delivery requirements to the counties in which they do business.

3.4. Qualified and trained personnel capable of assisting Eligible Agencies with all contract activities.

3.5. Customer dispute resolution services (at transaction level), multiple account set up and management, expediting services (order follow up), and customer assistance.

3.6. Provide general help and ordering assistance including toll-free phone and web-based support

Monday through Friday 8:00 AM to 5:00 PM MST.

3.7. Be responsible for publishing and maintaining the most current Manufacturer’s Published Price

Lists in the form of an on-line catalog.

Special Terms and Conditions

Solicitation No. BPM005423

Statewide Sporting Goods

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 5 of 55

The Special Terms and Conditions modify the Uniform Terms and Conditions. It can modify them by replacing, deleting, appending to, or revising the text of an existing provision or by inserting a new paragraph into an existing article. No other document modifies or adds to the Uniform Terms and Conditions, except as may subsequently be otherwise and expressly agreed and incorporated by Contract Amendment.

1. Definition of Terms: As used in the Contract, the terms listed below are defined as follows:

1.1. Acceptance: The document titled “Offer and Acceptance Form” bearing the state contract number once Procurement Officer has signed it to signify (1) State’s formal acceptance of the Accepted Offer and (2) the formation of the Contract. For clarity of intent, the foregoing is not to be confused with the term “acceptance” used throughout the Contract in the context of delivery, inspection, etc., with respect to Materials or Services.

1.2. Accepted Offer:

1.2.1. If State did not request a Revised Offer, then “Accepted Offer” means the

Initial Offer.

1.2.2. If State requested a Revised Offer but not a Best and Final Offer, then

“Accepted Offer” means the latest Revised Offer.

1.2.3. If State requested a Best and Final Offer, then “Accepted Offer” means the

Best and Final Offer.

1.3. Arizona Procurement Code: The Arizona Procurement Code consists of Arizona Revised

Statutes (A.R.S.) §§ 41-2501 et seq. and Arizona Administrative Code (A.A.C.) R2-7-101 et seq. There is additional information in the Solicitation Instructions regarding how to access these state statutes and rules.

1.4. Arizona Transaction Privilege Tax (TPT): For information, refer to the Arizona Department of Revenue (DOR) website at: https://azdor.gov/transaction-privilege-tax-tpt

1.5. Attachment. Any item that:

1.5.1. The Solicitation required Offeror to submit as part of the Offer (e.g., Initial

Offer, Revised Offer, or Best and Final Offer);

1.5.2. Was attached to an Offer when submitted; and

1.5.3. Was included in the Accepted Offer.

1.6. Cloud Services: Cloud or Cloud Services means any Software as a Service (SaaS), Infrastructure as a Service (IaaS), or Platform as a Service (Paas) involving the transfer, https://azdor.gov/transaction-privilege-tax-tpt

Solicitation No. BPM005423

Statewide Sporting Goods

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 6 of 55 processing, or storage of state Data outside the control of state-managed and controlled networks.

1.7. Contract Terms and Conditions: The Special Terms and Conditions and the Uniform

Terms and Conditions taken collectively.

1.8. Contractor: The Person identified on the Accepted Offer who has entered into the Contract with the State.

1.9. Contractor Indemnitor: Contractor or any of its owners, officers, directors, agents, employees, or Subcontractors.

1.10. Co-Op Buyer: A member of the State Purchasing Cooperative that has entered into a

“Cooperative Purchasing Agreement” with the Arizona Department of Administration State

Procurement Office under A.R.S. § 41-2632. Unless there is an applicable Cooperative

Purchasing Agreement in effect at the time, a State Purchasing Cooperative member cannot be a Co-Op Buyer. For reference, “Co-Op Buyer” is to be construed as encompassing an “eligible procurement unit” under A.A.C. R2-7-101(23).

NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political subdivisions, including cities, counties, school districts, and special districts. Membership is also available to non-profit organizations, other state governments, the federal government and tribal nations. For reference, “non-profit organizations” are defined in

A.R.S. § 41-2631(4) as any nonprofit corporation as designated by the I.R.S. under

Section 501(c)(3) through 501(c)(6) of the tax code.

1.11. Data Breach: Data Breach is used herein as defined as stated in A.R.S. Title 18, chapter

5, article 4 (Data Security Breaches), or in any relevant state or federal standard, to indicate an unauthorized acquisition of and unauthorized access that materially compromises the security or confidentiality of unencrypted and unredacted computerized personal information maintained as part of a database of personal information regarding multiple individuals.

1.12. Eligible Agency: Any State of Arizona department, agency, university, commission, board, or any Co-Op Buyer.

1.13. Federal Risk and Authorization Management Program (FedRAMP): A federal government program that provides a standardized approach to security assessment, authorization, and continuous monitoring specifically for Cloud products and services relied upon by federal entities that store, process and transmit federal information.

1.14. Instructions to Offerors: The Solicitation Instructions document of the Solicitation.

1.15. Order: The instrument by which the Eligible Agency or Co-Op Buyer authorizes a

Contractor to perform some or all of the Work. Whether the Contract will have one Order

Solicitation No. BPM005423

Statewide Sporting Goods

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 7 of 55 or many Orders depends on the scope of the Contract and how the State will use it. The

Special Terms and Conditions provide that information. Any of the following are construed as an “Order”: “Purchase order,” “task order,” “service order,” or “job order”.

1.16. State’s eProcurement System: The State’s official electronic procurement system, established pursuant to A.A.C. R2-7-201 as set forth in the Arizona Department of

Administration State Procurement Office policy document Technical Bulletin No. 020, The

State’s eProcurement System–The Official State eProcurement System. Technical

Bulletin No. 020 is available online at:

https://spo.az.gov/sites/default/files/documents/files/TB_020_APP_20181024.pdf

1.17. State: With respect to the Contract generally, “State” means the State of Arizona and its department, agency, university, commission, or board that has executed the Contract.

With respect to administration or rights, remedies, obligations and duties under the

Contract for a given Order, “State” means each Eligible Agency or Co-Op Buyer who has issued the Order.

1.18. State Indemnitees: Collectively, the State of Arizona, its departments, agencies, universities, commissions, and boards and, and their respective officers, agents, and employees.

1.19. Work: The totality of the Materials and the Services and all the acts of administration, creation, production, and performance necessary to fulfill and incidental to fulfilling all of

Contractor's obligations and duties under the Contract in conformance with the Contract and applicable laws.

2. Contract Interpretations

2.1. Usage. Where the Contract:

2.1.1. assigns obligations to Contractor, any reference to “Contractor” is to be construed to be a reference to the Contractor and all Subcontractors, whether they are first-tier Subcontractors, sub-subcontractors, suppliers, sub-suppliers, consultants, or sub-consultants, as well as all of Contractor’s and the

Subcontractor’s respective agents, representatives, and employees in every instance unless the context plainly requires that it is a reference only to

Contractor as apart from Subcontractors.

2.1.2. uses the permissive “may” with respect to a party’s actions, determinations, etc., the terms is to be interpreted as in A.A.C. R2-7-101(32) [Definitions]. For clarity of intent, any right given to State using “State may” or a like construction denotes discretion and freedom to act so far as any regulatory or operative constraints permit in the relevant circumstances, provided that: (a) where https://spo.az.gov/sites/default/files/documents/files/TB_020_APP_20181024.pdf

Solicitation No. BPM005423

Statewide Sporting Goods

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 8 of 55 written “may, at its discretion,” the discretion extends to whatever is most advantageous to State; and (b) where written only as “may,” the discretion is constrained by what is fair, reasonable, and as accommodating of the respective best interests of both parties as practicable under the circumstances;

2.1.3. uses the imperative “shall” with respect to a party’s actions, duties, etc., the term is to be interpreted as in A.A.C. R2-7-101(44) [Definitions]. Conversely, the phrase “shall not” is to be interpreted as an imperative prohibition.

2.1.4. uses the term “must” with respect to a requirement, criterion, etc., the term is to be interpreted as conveying compulsion or strict necessity;

2.1.5. uses the term “might” with respect to an event, outcome, action, etc., the term is to be interpreted as conveying contingency or non-discretionary conditionality; and

2.1.6. uses the term “will” or the phrases “is to be” or “are to be” with respect to an event, outcome, action, etc., the term or phrase is to be interpreted as conveying such certainty or imperativeness that “shall” is either unnecessary or irrelevant in that instance.

2.2. Contract Order of Precedence

2.2.1. Complementary Documents. All of the documents forming the Contract are complementary. If certain work, requirements, obligations, or duties are set out only in one but not in another, Contractor shall carry out the Work as though the relevant Work, requirements, obligations, or duties had been fully described in all, consistent with the other documents forming the Contract and as is reasonably inferable from them as being necessary to produce complete results.

2.2.2. Conflicts. In case of any inconsistency, conflict, or ambiguity among the documents forming the Contract and their provisions, they are to prevail in the following order, descending from most dominate to most subordinate, provided that, among categories of documents or provisions having the same rank, the document or provision with the latest date prevails. Information being identified in one document, but not in another, is not to be considered a conflict or inconsistency.

2.2.2.1. Contract Amendments;

2.2.2.2. The final Solicitation Documents, in the following order:

(1) Special Terms and Conditions;

Solicitation No. BPM005423

Statewide Sporting Goods

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 9 of 55

(2) Exhibits to the Special Terms and Conditions;

(3) Uniform Terms and Conditions;

(4) Scope of Work;

(5) Exhibits to the Scope of Work;

(6) Specifications; and

(7) Any other documents referenced or included in the

Solicitation;

2.2.2.3. Orders, in reverse chronological order; and

2.2.2.4. Accepted Offer.

2.2.3. Attachments and Exhibits. For clarity of intent, if an item was an Attachment in the Solicitation Documents or an Offer (either Initial, Revised, Best and Final, or Accepted) and was subsequently made into an Exhibit, or its content was incorporated into one of the other Contract documents, then that Attachment no longer exists contractually as an “Attachment” since it has at that point been made into some other Contract document. In every other case, an Attachment and the Offeror Data therein remain part of the Accepted Offer for purposes of precedence and contractual effect.

3. Contract Administration and Operation

3.1. Term of Contract. The term of the Contract will commence on the date indicated on the

Acceptance and continue for twelve (12) months unless canceled, terminated, or permissibly extended.

3.2. Contract Extensions. State may at its discretion extend the initial Contract term in increments of one (1) or more months and do so one or more times, provided that the maximum aggregate term of the Contract including extensions cannot exceed the maximum aggregate term of five (5) years.

3.3. Notices and Correspondence

3.3.1. To Contractor. State shall address all Contract correspondence other than formal notices to the email address indicated as “Default for Type” for “General

Mailing Address” in Contractor’s corresponding State’s eProcurement System

Vendor Profile; and address any required notices to Contractor to the “Contact

Name and Title” at the “Mailing Address” indicated on the Accepted Offer, as that address might have been amended during the term of the Contract.

Solicitation No. BPM005423

Statewide Sporting Goods

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 10 of 55

3.3.2. To State. Contractor shall address all Contract correspondence other than format notices to the email address indicated in “Contact Instructions” in the

State’s eProcurement System Summary for State; and address any required notices to State via email to the Procurement Officer identified as “Purchaser” in the State’s eProcurement System and via mail to the following mailing address:

Arizona Department of Administration

State Procurement Office

3.3.3. Changes. State may change the designated Procurement Officer, update contact information, or change the applicable mailing address.

3.4. Signing of Contract Amendments. Contractor’s counter-signature (or “approval” in the

State’s eProcurement System, in the case of an amendment) is not required to give effect if the Contract Amendment only covers either:

3.4.1. extension of the term of the Contract within the maximum aggregate term; or

3.4.2. modifications of a clerical nature that have no effect on terms, conditions, price, scope, or other material aspect of the Contract.

In every case other than those listed in 3.4.1 and 3.4.2 above, both parties’ signatures

(or “approval” in the State’s eProcurement System in the case of an Amendment) are required to give it effect.

3.5. Click-through Terms and Conditions. If either party uses a web-based ordering system, an electronic purchase order system, an electronic order acknowledgement, a form of an electronic acceptance, or any software based ordering system with respect to the Contract

(each an “Electronic Ordering System”), the parties acknowledge and agree that an

Electronic Ordering System is for ease of administration only, and Contractor is hereby given notice that the persons using Electronic Ordering Systems on behalf of State do not have any actual or apparent authority to create legally binding obligations that vary from the terms and conditions of the Contract. Accordingly, where an authorized State user is required to “click through” or otherwise accept or be made subject to any terms and conditions in using an Electronic Ordering System, any such terms and conditions are deemed void upon presentation. Additionally, where an authorized State user is required to accept or be made subject to any terms and conditions in accessing or employing any

Materials or Services, those terms and conditions will also be void.

3.6. Books and Records

Solicitation No. BPM005423

Statewide Sporting Goods

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 11 of 55

3.6.1. Retain Records. In addition to the audit rights detailed in the Uniform Terms and Conditions, State also requires that, pursuant to A.R.S. § 41-2548(B), Contractor shall retain and shall contractually require each Subcontractor to retain books and records relating to any cost and pricing Data submitted in satisfaction of § 41-2543 for the period specified in the statute.

3.6.2. Usage Information. Additionally, any and all information (including, but not limited to, documentation or Data) related to Eligible Agency and Co-Op Buyer usage retained solely within the Contractor’s system (for example, related to punch-out or Contractor catalog sales) shall be considered public information or information that can be shared with and distributed by the State freely and for any purpose under the State’s government purpose rights detailed in

Section 3 of the Uniform Terms and Conditions [Ownership of Intellectual

Property]. Any modifications to this Contract notwithstanding, the State shall have free use of any and all information related to Eligible Agency or Co-Op

Buyer purchasing. Upon request by the State, Contractor shall promptly provide the State with any usage information requested and shall not attempt to limit the State's use in any way.

3.6.3. Right To Audit. The retained books and records are subject to audit by State during that period. Pursuant to A.R.S. § 41-2548(B), Contractor shall retain and shall contractually require each Subcontractor to retain books and records relating to performance under the Contract for the period specified in the statute and those retained books and records are subject to audit by State during that period.

3.6.4. Auditing. Contractor or Subcontractor shall either make all such books and records under subparagraphs 3.6.1 and 3.6.2 available to State at all reasonable times or produce the records at a designated State office on State’s demand, the choice of which being at State’s discretion. For the purpose of this paragraph, “reasonable times” are during normal business hours and in such a manner so as to not unreasonably interfere with normal business activities.

3.7. Subcontract

3.7.1. Initial list. At the time of Contract execution, Contractor’s candidate

Subcontractors were identified in Attachment Proposed Subcontractors to the

Accepted Offer [Proposed Subcontractors]. Agreeing to them being included in the Accepted Offer signified Procurement Officer’s advance consent for

Contractor to enter into a Subcontract with each candidate, which Contractor shall do as promptly as necessary to ensure its ability to carry out the Work in a timely manner.

Solicitation No. BPM005423

Statewide Sporting Goods

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 12 of 55

3.7.2. Additional names. Contractor shall not enter into a Subcontract to perform

Work under the Contract, without first obtaining Procurement Officer’s written consent with any prospective Subcontractor that (a) was not listed on the

Attachment Proposed Subcontractors at time of Contract execution or (b) is for any Materials or Services categories other than the ones for which they were previously consented. For either case (a) or (b), Contractor shall submit a written request sufficiently in advance of the need date for those materials or services so that performance under the Contract is not impaired. Procurement

Officer may request any additional information he or she determines is necessary to assess the submittal, and may withhold consent pending it.

Approval of additional subcontractors shall be added to the Contract by a bilateral Contract Amendment.

3.7.3. Flow-down. Contractor shall incorporate the provisions, terms, and conditions of the Contract into every Subcontract by inclusion or by reference, as appropriate. When making any post-execution consent requests, Contractor shall include its warrant that it will do the same for the pending Subcontracts covered by the request. Entering into Subcontracts will not relieve Contractor of any of its obligations or duties under the Contract, including, among other things, the duty to supervise and coordinate the work of Subcontractors.

Nothing contained in any Subcontract will create or is to be construed as creating any contractual relationship between State and the Subcontractor.

3.8. Orders

3.8.1. Order Sufficiency. The Contract was awarded in accordance with the Arizona

Procurement Code; the transactions and procedures required by the Arizona

Procurement Code for competitive source selection have been met. An Order issued that cites the correct State contract number will suffice to authorize the

Contractor to provide the Materials and perform the Services covered by that

Order.

3.8.2. Order Terms. All Orders are subject to the Contract Terms and Conditions; an

Order cannot modify the Contract Terms and Conditions. Any Contractor terms added to quotes or otherwise unilaterally added to Eligible Agency or Co-Op

Buyer Orders are null and void.

3.8.3. Orders are Obligatory. Until the expiration or earlier termination of the Contract, State may issue and Contractor shall accept Orders that make proper reference to the Contract and are permissible hereunder, provided that, Contractor is not obliged to accept any Order that is not consistent with the then-current pricing, lead times, specifications, or payment provisions of the

Contract. Contractor shall fulfill and complete any Orders that are begun but

Solicitation No. BPM005423

Statewide Sporting Goods

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 13 of 55 not yet completed as of expiration or earlier termination of the Contract unless

State instructs otherwise at the time.

3.8.4. No Minimums or Commitments. (a) Contractor shall not impose any minimum dollar amount, item count, services volume, or services duration on Orders; (b)

State makes no commitment of any kind concerning the quantity or monetary value of activity actually initiated or completed during the term of the Contract;

(c) Contractor shall only deliver or perform as authorized by Orders; and (d)

State is not limited as to the number of Orders it may issue for the Contract.

For clarity of intent, the foregoing applies equally whether an Eligible Agency issues the Order or, if applicable, a Co-Op Buyer issues it.

3.8.5. Non-contracted Materials or Services. Any attempt to knowingly represent for sales, marketing, or related purposes that Materials or Services not specifically awarded are under a State contract is a violation of the Contract and law.

3.9. Order Cancellations. State may cancel Orders within a reasonable period after issuance and at its discretion. The same method used for ordering will be used for cancellation.

3.9.1. If State cancels an Order, then State shall:

3.9.1.1. pay Contractor for any portion of the Materials and Services from that Order that have been properly delivered or performed as of the cancellation effective date; and

3.9.1.2. reimburse Contractor for actual, documented costs incurred in fulfilling the Order up to the cancellation effective date and the cost of any obligations incurred in fulfilling the Order up to the cancellation effective date that demonstrably cannot be canceled or that have pre-established cancellation penalties specified in the relevant Subcontracts, to the extent the penalties are reasonable and customary for the work in question.

3.9.2. Contractor shall not charge or be entitled to charge State for any new costs it incurs after receiving the cancellation notice; State is not liable for any

Materials that were produced, shipped, or delivered, or Services that were performed before Contractor had acknowledged the corresponding Order.

3.9.3. State shall also be able to cancel Orders freely and without any further obligation at any time prior to Contractor’s formal acknowledgement of the

Order.

3.10. The Contract is a mandatory statewide contract (per A.A.C. R2-7-607) for multiple purchases, projects, or assignments, and a cooperative contract (per A.R.S. § 41-2632

Solicitation No. BPM005423

Statewide Sporting Goods

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 14 of 55 and A.A.C. R2-7-1002(B)) that can be purchased against by some or all Eligible Agencies and any Co‑ Op Buyers that elect to participate. Even if only one Eligible Agency needs or elects to purchase against the Contract, it is to be construed as being a cooperative contract hereunder.

3.10.1. Contractor shall verify if an ordering entity is a current Co-Op Buyer before selling Materials to or providing Services for them under the Contract. The current list of Co‑ Op Buyers is available on the State Procurement Office website:

https://spo.az.gov/programs/cooperative

3.10.2. Contractor shall sell to Co-Op Buyers at the same price and on the same lead times and other terms and conditions under which it sells to Eligible Agencies, with the sole exception of any legitimately additional costs for extraordinary shipping or delivery requirements if the Co-Op Buyer is having Materials delivered or installed or Services performed at locations not contemplated in the contracted pricing (e.g. delivery to a location outside Arizona).

3.10.3. Contractor shall pay State an administrative fee against all Contract sales to

Co‑ Op Buyers, as provided for under A.R.S. § 41‑ 2633. The fee rate is one

(1%) percent. Failure to remit the administrative fees is a material breach of contract, and will entitle the State to its remedies under Contract Terms and

Conditions Section 8 and its right to terminate for default under Section 9.

Method of calculation, payment procedures, and other details are provided on the State Procurement Office website:

https://spo.az.gov/suppliers/usage-reporting.

3.10.4. Contractor shall submit to State a quarterly usage report documenting all

Contract sales to both Eligible Agencies and Co‑ Op Buyers, itemized separately. Contractor shall further itemize divisions, groups or areas within a given Eligible Agency if they place Orders independently of each other. Failure to submit the report is a material breach of contract, and will entitle the State to its remedies under Contract Terms and Conditions Section 8 and its right to terminate for default under Section 9. Contractor shall submit the report using the forms and following the instructions on the State Procurement Office website:

https://spo.az.gov/suppliers/usage-reporting.

3.10.5. Contractor shall acknowledge each Order from Eligible Agencies within one (1) business day after receipt by either: (a) “approving” the Order electronically in https://spo.az.gov/programs/cooperative https://spo.az.gov/suppliers/usage-reporting https://spo.az.gov/suppliers/usage-reporting

Solicitation No. BPM005423

Statewide Sporting Goods

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 15 of 55 the State’s eProcurement System, which will indicate Contractor’s unqualified acceptance of the Order as‑ issued; or (b) “rejecting” the Order electronically in the State’s eProcurement System, with a concurrent explanation by email to relevant originator as to the reason for rejecting it. By way of reminder, the only grounds on which the Contractor may reject or refuse an Order are those set out in subparagraph 3.11.3 [Orders are Obligatory]. Unless and until Contractor has approved the Order in the State’s eProcurement System, it will have no effect under the Contract and will not oblige either State or Contractor. If the relevant Eligible Agency explicitly instructs at the time that a verbal acceptance is sufficient because of urgency or other unusual circumstances and Contractor duly gives its verbal acceptance, then Contractor will be deemed to have accepted the Order immediately upon commencing performance, provided that, Contractor must follow-up its verbal acceptance by accepting the

Purchase Order electronically in the State’s eProcurement System within three

(3) business days. Contractor shall thereafter be barred from subsequently rejecting the Order in the State’s eProcurement System and if it does so the rejection will be void.

3.10.6. Contractor shall acknowledge each Order from Co‑ Op Buyers in conformance with each Co-Op Buyer’s instructions given at the time of ordering or in any supplemental participating agreement Contractor might have with them.

Orders from Co‑ Op Buyers create no obligation on State’s part, since they are entirely between the Co-Op Buyer and Contractor. That notwithstanding, Contractor’s obligation under the Contract is to service Co-Op Buyers commercially as though they were with an Eligible Agency, and Contractor’s refusal to do so would be a material breach of the Contract.

3.11. Multiple-Use Provisions. Eligible Agencies may issue Orders for Services in several forms, all of which become final and effective by a Purchase Order in the State’s eProcurement

System. Orders issued by Co-Op Buyers will be in whatever form the Co-Op Buyer normally uses. Regardless of origin, Orders must cite the State contract number to be valid. State may, at its discretion in each instance, determine the scope, schedule, and price for each Order in any of the following ways:

3.11.1. By choosing some or all of the Materials or Services items covered by the Contract for which a price is established in the Contract, then preparing an Order using those prices (e.g. filling out an order form), and sending it to the Contractor;

3.11.2. By instructing Contractor to provide a comprehensive proposal of item quantities, combinations, etc., or services hours, personnel, etc., for a defined scope using those established prices as a basis, then validating and

Solicitation No. BPM005423

Statewide Sporting Goods

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 16 of 55 negotiating the proposal with Contractor and issuing an Order if and when reaching agreement;

3.11.3. As described in 3.11.2 above but requesting the proposal from both Contractor and other vendors who are contracted within the applicable scope categories and locations, either sequentially or concurrently, then selecting the proposal or proposals combination that is most advantageous to State; or

3.11.4. As described in 3.11.3 above but introducing ad-hoc commercial competition by making the selection and ordering conditional on obtaining more favorable prices than the contractually-established ones.

3.12. Work on State Premises

3.12.1. Compliance With Rules. Contractor is responsible for ensuring that its personnel comply with State’s rules, regulations, policies, documented practices, and documented operating procedures while delivering or installing

Materials or performing Services on State’s grounds or in its facilities. For clarity of intent, the foregoing means that if Contractor is required to comply with certain security requirements in order to deliver, install, or perform at that particular location, then it shall do so nonetheless and without entitlement to any additional compensation or additional time for performance if those particular requirements are not expressly stated in the Contract. Contractor is reminded that violation of the prohibition under A.R.S. § 13-1502 against possession of weapons on State’s property by anyone for whom Contractor is responsible is a material breach of contract and grounds for termination for default.

3.12.2. Protection Of Grounds And Facilities. Contractor shall deliver or install the

Materials and perform the Services without damaging any State grounds or facilities. Contractor shall repair or replace any damage it does cause promptly and at its own expense, subject to whatever instructions and restrictions State needs to make to prevent inconvenience or disruption of operations. If

Contractor fails to make the necessary repairs or replacements in a timely manner, State will be entitled to exercise its remedies under paragraph 8.5 of the Uniform Terms and Conditions [Right of Offset].

3.13. Transitions

3.13.1. During commencement, Contractor shall attend transition meetings with any outgoing suppliers to coordinate and ease the transition so that the impact on

State’s operations is kept to a minimum. State may elect to have outgoing suppliers complete some or all of their Work or Orders in progress, even if that

Work could be covered under the incoming supplier’s Contract. Conversely, the State may have a continued need for the same Materials and Services

Solicitation No. BPM005423

Statewide Sporting Goods

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 17 of 55 upon expiration or earlier termination of the Contract. Accordingly, Contractor shall work closely with any incoming supplier and State to ensure as smooth and complete a transition transfer as is practicable.

3.13.2. Eligible Agency or Co-Op Buyers representative will coordinate all transition activities and facilitate joint development of a comprehensive transition plan by both Contractor and the incoming supplier. As with the incoming transition, State may permit Contractor, when Contractor is outgoing, to complete work or orders in progress to ease the transition as is safest and most efficient in each instance.

4. Costs and Payments

4.1. Type of Pricing. Offeror shall include a firm, fixed rate for services and a discount off of list price for products included in their Offer.

4.2. Contractor’s Best Pricing. Contractor warrants that, for the term of the Contract, the prices and discounts set out in the Attachment titled Attachment 07 - Pricing, including any subsequent agreed amendment to it (the “Contract Pricing”), shall be equal to or better than the lowest prices and largest discounts, both separately and in combination, at which

Contractor sells equivalent services, items of equipment, and materials.

4.2.1. That price-plus-discount equivalence (“Contractor’s Best Pricing”) is intended to be irrespective of whether or not those other sales have special purchase terms, conditions, rebates, or allowances.

4.2.2. If Contractor’s Best Pricing for equivalent services, items of equipment, and materials is better than the Contract Pricing, then Contractor agrees to adjust the Contract Pricing to match the Contractor’s Best Pricing for all sales related to the Contractor made after the date when the Contractor’s Best Pricing was first better than the Contract Pricing.

4.2.3. For clarification of intent, that date is intended to be the date when the difference first occurred, which might have been before the difference was first identified. If the difference occurred before it was identified, then Supplier agrees to charge less than the Contract Pricing until the extended difference that would have been realized (i.e. if the Contractor’s Best Pricing had been applied when it should have been) has been settled.

4.3. Pricing is all-inclusive, including any ancillary fees and costs required to accomplish the

Scope of Work and all aspects of Contractor’s offer as accepted by State.

4.3.1. Details of service not explicitly stated in the Scope of Work or in Contractor’s

Offer, but necessarily a part of, are deemed to be understood by Contractor

Solicitation No. BPM005423

Statewide Sporting Goods

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 18 of 55 and included herein. All administrative, reporting, or other requirements, all overhead costs and profit and any other costs toward the accomplishment of the requirements in the Contract are included in the pricing provided.

4.3.2. Additional Charges. Any charges or fees not delineated in the Contract shall not be added, billed, or invoiced under the Contract.

4.4. Price Increase. The State may review a fully documented request for a price increase.

The requested increase shall be in writing and be based upon a cost increase to the contractor that was clearly unpredictable at the time of the offer and is directly correlated to the price of the product concerned. Contractor must provide conclusive evidence of a need for any price increases.

4.4.1. Initial Contract prices shall be honored for one year after award of Contract.

4.4.2. All written requests for price adjustments made by the Contractor shall be initiated thirty (30) days in advance of any desired price increase to allow the

State sufficient time to make a fair and equitable determination to any such requests. This may be waived upon proper documentation demonstrating the urgency of the request.

4.4.3. All price adjustments will be implemented by a formal Contract Amendment.

State shall determine whether the requested price increase or an alternate option is in the best interest of the State.

4.4.4. State expects Contractors to use Lean Six Sigma principles to reduce costs in their supply chain, and not simply pass new costs on to the State. If a price increase is requested, State will ask for evidence that Lean Six Sigma principles and tools have been used by Contractor to attempt to reduce costs in advance of any request for a price increase under the Contract.

4.5. Price Reductions. Price reductions shall be immediately passed along to State and may be submitted in writing to State for consideration at any time during the Contract period.

The contractor shall offer State a price reduction on the Contract product(s) concurrent with a published price reduction made to other customers. The State at its own discretion may accept a price reduction. The price reduction request shall be in writing and include documentation showing the actual reduction of cost. Sales promotions requests shall include differences in pricing, begin, and end date of promotion along with the products covered.

4.6. Travel. Contractor shall request and receive written approval prior to any travel under the

Contract in which reimbursement of expenses will be requested. Contractor will be reimbursed for actual expenses incurred in accordance with the current rates specified in the State's Travel Policy. Contractor shall itemize all per diem and lodging charges.

Solicitation No. BPM005423

Statewide Sporting Goods

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 19 of 55

State Travel Policy, including State rates, may be located at https://gao.az.gov/travel.

Eligible Agency or State shall reject any claim for travel reimbursement for which

Contractor did not receive prior written approval.

4.7. Funding. No particular funding considerations apart from Uniform Terms and Conditions

Sections 4.5 [Availability of Funds for the Next State Fiscal Year] and 4.6 [Availability of

Funds for the Current State Fiscal Year] have been identified as of the Solicitation publication date.

4.8. Invoicing

4.8.1. Invoices Go To Ordering Entity. Contractor shall submit all billing notices or invoices to the ordering Eligible Agency or Co-Op Buyer at the address indicated on the applicable Order document or by utilizing the Ordering

Entity’s purchasing tool/process.

4.8.2. Minimum Invoice Requirements. Every invoice shall include the following information:

4.8.2.1. Bill-to name and address;

4.8.2.2. Contractor name and contact information;

4.8.2.3. Remit-to address;

4.8.2.4. Invoice number and date;

4.8.2.5. State contract number;

4.8.2.6. Order number (APP PO number);

4.8.2.7. Material or Service description (itemized);

4.8.2.8. Date(s) Services were performed or Materials were delivered;

4.8.2.9. Applicable payment terms;

4.8.2.10. Quantity delivered or performed;

4.8.2.11. Line item unit of measure;

4.8.2.12. Item price;

4.8.2.13. Extended pricing;

4.8.2.14. Receipt for pass-through expenses (if applicable);

4.8.2.15. Taxes (as a separate invoice line item), including the percentage used to…