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    INVOICE: TDCJ/ID                                            PO Number: 7-000060
             ACCOUNTS PAYABLE                                  Req Number: 696-7-85259-D
             P O BOX 4018                                         PO Date: 09/01/06
             HUNTSVILLE TX 77342-4018                             Expires: 08/31/12
                                                                                   
                                                                 VID: 1-75-132-7296
DESTINATION: SEE BELOW OR ATTACHED                               MID STATES SERVICES, INC.
             DISTRIBUTION LIST                                   580 NORTH BEACH ST.
             AUSTIN TX 78701                                     FT. WORTH TX 76111
                                                                                   
                                                                                   
     AGENCY POINT-OF-CONTACT:

     NAME:  CARRIE RINGO, CTP
     PHONE: 936-437-7057
     FAX:   936-437-7099
     EMAIL: CARRIE.RINGO@TDCJ.STATE.TX.US
                                         
     THIS IS A BLANKET PURCHASE ORDER FOR THE PURCHASE
     OF PERSONAL HYGIENE PRODUCTS. ITEM(S) INTENDED
     USE IS FOR RESALE IN TDCJ COMMISSARY FACILITIES
     WITHIN PRISON UNITS STATEWIDE.

     PERIOD COVERED IS FROM SEPTEMBER 1, 2006 THRU
     AUGUST 31, 2007. THE BLANKET PURCHASE ORDER MAY
     BE RENEWED FOR FIVE ADDITIONAL ONE YEAR PERIODS
     AT THE EXCLUSIVE OPTION OF THE STATE WITH BOTH
     PARTIES AGREEING TO RENEW IN WRITING PRIOR TO
     AUGUST 31 OF THE CURRENT TERM.   TDCJ CONTRACTS
     AND PROCUREMENT DEPARTMENT NORMALLY WILL REQUEST
     TO RENEW A CONTRACT A MINIMUM OF TWO MONTHS PRIOR
     TO THE END OF THE CURRENT BLANKET PURCHASE TERM.
     IF RENEWED, EACH RENEWAL YEAR WILL EXPIRE ON
     AUGUST 31.  RENEWALS ARE SUBJECT TO THE SAME
     TERMS AND CONDITIONS AS THE ORIGINAL BLANKET
     PURCHASE ORDER, AND ANY CHANGES ISSUED THEREOF.
                                                    
     RENEWAL PERIODS WOULD BE AS FOLLOWS:

     1ST RENEWAL:
     SEPTEMBER 1, 2007 THRU AUGUST 31, 2008

     2ND RENEWAL:
     SEPTEMBER 1, 2008 THRU AUGUST 31, 2009

     3RD RENEWAL:
     SEPTEMBER 1, 2009 THRU AUGUST 31, 2010

     4TH RENEWAL:
     SEPTEMBER 1, 2010 THRU AUGUST 31, 2011

     5TH RENEWAL:
     SEPTEMBER 1, 2011 THRU AUGUST 31, 2012
                                           
     PRICE INCREASES OR DECREASES MAY BE ALLOWED ON
     RENEWAL YEARS.  ANY PRICE CHANGE WILL BE
     EVALUATED AGAINST THE PRODUCER PRICE INDEX (PPI)
     AND/OR A MARKET SURVEY CONDUCTED BY TDCJ.  THE
     PPI'S THAT WILL BE USED ARE:

     WPU06750407 - HAIR STYLING GEL

     BASELINES FOR PPI WILL BE THE INDEX ANNOUNCED FOR
     THE MONTH IN WHICH THE BID WAS OPENED.
                                           
     GENERAL REQUIREMENTS

     VENDOR AGREED TO COMPLY WITH ALL GENERAL
     REQUIREMENTS AND THE TERMS AND CONDITIONS OF THIS
     CONTRACT. ANY CONFLICT BETWEEN THE GENERAL
     TERMS OF THIS DOCUMENT AND THE TBPC TERMS AND
     CONDITIONS THESE GENERAL REQUIREMENTS SHALL
     PREVAIL.
             
     DELIVERY IS PREFERRED WITHIN 21 CALENDAR DAYS
     FROM ANY BLANKET PURCHASE ORDER RELEASE.

     TRUCK LOAD AND/OR PALLET QUANTITIES ARE NOT
     GUARANTEED.

     IN CASES WHERE PALLET QUANTITIES ARE ORDERED, ALL
     PRODUCTS ARE TO BE SHIPPED AND SECURED ON A
     STANDARTD 4-WAY WOODEN PALLET (40" X 48").
     PALLETS WILL NOT BE EXCHANGED.

     ORDERS WILL BE BASED ON WAREHOUSE QUANTITIES AND
     USAGE.
           
     QUANTITIES LISTED ARE ESTIMATED AND SHOULD NOT
     BE CONSTRUED AS A MINIMUM OR MAXIMUM THAT THE
     AGENCY MUST ORDER.

     QUANTITIES ARE ESTIMATES BASED UPON PREVIOUS AND
     PROJECTED USAGE FOR A ONE-YEAR PERIOD.  ORDERS
     WILL BE PLACED ON AN "AS NEEDED BASIS".

     ANY QUANTITIES NOT ORDERED OR DELIVERED BY AUGUST
     31 OF EACH CONTRACT YEAR WILL AUTOMATICALLY BE
     CANCELLED.

     THE STATE RESERVES THE RIGHT TO CANCEL THIS
     CONTRACT, WITHOUT CAUSE, WITH A THIRTY (30) DAY
     WRITTEN NOTICE TO VENDOR.

     THE STATE SHALL NOT BE RESPONSIBLE FOR ANY
     REMAINING INVENTORY THAT A VENDOR MAY HAVE AT
     THE CONTRACT TERMINATION.

     DURING THE TERM OF THIS CONTRACT, WITH WRITTEN
     NOTIFICATION TO THE VENDOR, THE TDCJ RESERVES THE
     RIGHT TO CANCEL ANY ITEM(S), AND/OR INCREASE OR
     DECREASE THE QUANTITY OF ANY ITEM(S).

     NO QUANTITIES OF ANY ITEMS ARE ORDERED BY THE
     EXECUTION OF THE BLANKET PURCHASE ORDER.  VENDOR
     SHALL HAVE NO OBLIGATION TO PROVIDE ITEM(S)
     COVERED BY A BLANKET PURCHASE ORDER UNLESS AND
     UNTIL AN INDIVIDUAL RELEASE IS ISSUED BY TDCJ
     INDICATING QUANTITY OF ITEM(S) ORDERED AND
     DELIVERY REQUIREMENTS.

     TDCJ, WITHOUT INVALIDATING THE BLANKET PURCHASE
     ORDER, MAY ORDER CHANGES WITHIN THE GENERAL SCOPE
     OF THE BLANKET PURCHASE ORDER CONSISTING OF
     DELETIONS, EXTENSIONS, ADDITIONAL FLAVORS OR
     OTHER REVISIONS.  ALL SUCH CHANGES WILL BE
     AUTHORIZED BY A PURCHASE ORDER CHANGE NOTICE
     EXECUTED BY A TDCJ AUTHORIZED PURCHASER.
                                             
     DAMAGES:

     DAMAGE ASSESSMENTS MUST BE PAID WITH A CREDIT OR
     CHECK. REIMBURSEMENT TO THE TEXAS DEPARTMENT OF
     CRIMINAL JUSTICE. MAIL TO:

     TDCJ COMMISSARY WAREHOUSE
     1621 HIGHWAY 75 NORTH
     HUNTSVILLE, TEXAS 77320
     ATTN: PROGRAM ADMINISTRATOR V - WAREHOUSE MANAGER
                                                      
     DELIVERY:

     RELEASES SHALL BE ISSUED BY THE TDCJ AUTHORIZED
     PERSONNEL REFERENCING A BLANKET PURCHASE ORDER
     RELEASE NUMBER.

     AUTHORIZED PERSONNEL WILL PLACE ORDERS BY
     TELEPHONE, E-MAIL, FAX, OR VIA MAIL SERVICE.
     TDCJ AUTHORIZED PERSONNEL:
     JIM WEBER, DIANN TRCALEK, B. K. WOODSON,
     ALAN FRY, CINDY LAMBRIGHT,
     AT (936) 437-4000.

     DELIVERIES SHALL BE BY APPOINTMENT ONLY,
     NOTIFYING THE TDCJ "AUTHORIZED PERSONNEL" AT
     LEAST 24 HOURS PRIOR TO VENDOR'S INTENT TO
     DELIVER.

     ALL ITEMS SHALL BE PALLETIZED AND STABILIZED TO
     PREVENT SHIFTING.

     PRICES ARE F.O.B. DESTINATION PREPAID &
     ALLOWED
            
     652-42 
  5. GEL SHAPING ULTIMATE HOLD                              3,500 CASE          11.06      38,710.00

     GEL, STYLING, MAXIMUM CONTROL AND HOLDING
     FORMULA, ALCOHOL FREE.

     PRODUCT MUST BE CLEAR OR TRANSLUCENT.

     PRODUCT AND CASES MUST BE UPC BAR CODED FOR
     INDIVIDUAL SALES AND RECEIVING PURPOSES.

     BRAND NAME: PERSONAL CARE

     PACKAGE SIZE IN OUNCES: 20 OZ.

     CASE QUANTITY: 12
                      
  6. GEL SHAPING ULTIMATE HOLD                                750 CASE          11.06       8,295.00

     GEL, STYLING, MAXIMUM CONTROL AND HOLDING
     FORMULA, ALCOHOL FREE.

     PRODUCT MUST BE CLEAR OR TRANSLUCENT.

     PRODUCT AND CASES MUST BE UPC BAR CODED FOR
     INDIVIDUAL SALES AND RECEIVING PURPOSES.

     BRAND NAME: PERSONAL CARE

     PACKAGE SIZE IN OUNCES: 20 OZ.

     CASE QUANTITY: 12
                      
     DELIVER ITEM 5 TO:
     TDCJ
     COMMISSARY WAREHOUSE
     1621 HWY 75 NORTH
     HUNTSVILLE TX 77340

     DELIVER ITEM 6 TO:
     TDCJ
     SNYDER E & R DISTRIBUTION CENTER
     201 NORTH KINGS HIGHWAY
     SNYDER TX 79549
                    
     SECURITY:

     WHEN MAKING DELIVERIES TO CORRECTIONAL
     FACILITIES, CONTRACTOR'S COMPLIANCE WITH TDCJ
     SECURITY PROCEDURES IS REQUIRED.  THIS INCLUDES
     DELIVERIES TO ALL TDCJ UNITS AND WAREHOUSES, OR
     ANY OTHER TDCJ OWNED, LEASED OR CONTRACTED
     PREMISES.  SPECIFIC REQUIREMENTS INCLUDE, BUT A
     NOT LIMITED TO:

     1. ALL CONTRACTOR STAFF OR CONTRACTED DELIVERY
     SERVICE MAKING DELIVERIES WITHIN A CORRECTIONAL
     FACILITY, AND THOSE AREAS WHERE OFFENDERS ARE
     ASSIGNED, WILL BE REQUIRED TO HAVE A SECURITY
     ESCORT THROUGHOUT THEIR DELIVERY.  ALL DELIVERY
     STAFF SHALL BE REQUIRED TO FOLLOW THE DIRECTION
     OF SECRUITY STAFF.  DELIVERY STAFF WILL NOT
     INTERACT WITH OFFENDERS.

     2. ALL DELIVERY STAFF AND VEHICLES ARE
     SUBJECT TO SEARCH AND INSPECTION WHILE ON TDCJ

     3. ALL VEHICLES WILL BE LOCKED AND SECURED
     WHEN NOT IN USE.  DRIVERS ARE RESPONSIBLE TO KEEP
     KEYS IN THEIR POSSESSION AT ALL TIMES.

     4. DELIVERY STAFF SHALL NOT INTRODUCE ANY
     TYPE OF CONTRABAND ONTO ANY TDCJ FACILITY.
     EXAMPLES OF CONTRABAND INCLUDE, BUT ARE NOT
     LIMITED TO FIREARMS, KNIVES, AND WEAPONS OF ANY
     TYPE, TOBACCO OF ANY TYPE, ALCOHOL, CONTROLLED
     SUBSTANCES (ILLEGAL DRUGS), PAGERS AND CELLULAR
     PHONES.

     5. DELIVERY EMPLOYEE'S ATTIRE MUST BE APPROPRIATE
     OR COMPATIBLE WITH THE CURRENT BUSINESS
     ENVIRONMENT.

     6. GENERALLY, EX-OFFENDERS SHALL NOT BE ALLOWED
     INSIDE THE FENCED PERIMETER OF A FACILITY TO MAKE
     DELIVERIES UNLESS APPROVED BY THE UNIT WARDEN.
     THE WARDEN MAY NOT ALLOW AN EX-OFFENDER ON A UNIT
     OR FACILITY, WHETHER INSIDE OF OUTSIDE OF THE
     FENCED PERIMETER, IF THE WARDEN BELIEVES THE
     PERSON MAY JEOPARDIZE THE SAFE AND ORDERLY
     OPERATION OF THE UNIT OR FACILITY, POSE A DANGER
     TO OFFENDERS OR EMPLOYEES, OR PLACE AN UNDUE
     LOGISTICAL BURDEN ON STAFF.

     7. MINORS AND PETS ARE PROHIBITED FROM TDCJ
     PROPERTY AND SHALL NOT BE IN DELIVERY VEHICLE.

     TDCJ RESERVES THE RIGHT TO IMMEDIATELY REMOVE
     AND/OR REFUSE ENTRY TO ANY INDIVIDUAL WHO HAS
     VIOLATED THE ABOVE RESTRICTIONS.

     THE UNIT WARDEN OR FACILITY ADMINISTRATOR WILL
     ULTIMATELY BE RESPONSIBLE FOR INTERPRETING THESE
     RULES.
           
     SHIPPING AND INVOICING INSTRUCTIONS:

     FAILURE TO FOLLOW THESE SHIPPING AND INVOICE
     INSTRUCTIONS (A-H) MAY RESULT IN MERCHANDISE
     BEING REJECTED AT THE RECEIVING DOCK AND
     RETURNED TO THE VENDOR WITHOUT NOTICE.

     A. SHIP INDIVIDUAL LINE ITEMS COMPLETE

     B. EACH PART SHIPPED SHALL HAVE A PART NUMBER OR
        BE TAGGED WITH A PART NUMBER AS IT APPEARS ON
        THE PURCHASE ORDER.  IF ITEMS ARE SHIPPED
        WITHOUT A PART NUMBER THEY WILL BE RETURNED TO
        THE VENDOR.

     C. INCLUDE OR MARK PURCHASE ORDER NUMBERS ON ALL
        PACKING SLIPS, CARTONS, PACKAGES, BUNDLES. ETC

     D. INVOICES MUST BE SENT TO:
        ACCOUNTS PAYABLE
        PO BOX 4018
        HUNTSVILLE TX 77342-4018

     E. SUBMIT SEPARATE INVOICES FOR EACH SHIPMENT/PER
        LOCATION.

     F. ONLY ONE PO NUMBER ON AN INVOICE.

     G. THE INVOICE MUST BE ITEMIZED WITH THE
        DESCRIPTION, UNIT PRICE AND EXTENSION LISTED.

     H. VENDOR MUST SUPPLY A VALID PAYEE
        IDENTIFICATION NUMBER (PIN) ON EACH INVOICE.
                                                    
     VENDOR POINT-OF-CONTACT:

     A.) PERSON TO CONTACT COORDINATING DELIVERIES:

     NAME:      PAM CROSSWHITE
     PHONE NO.: (817) 838-8600
     FAX NO.:   (817) 838-0708
     E-MAIL:    pcrosswhite@1mssi.com

     B.) PERSON TO CONTACT CONCERNING ACCOUNTING
         AND/OR INVOICES:

     NAME:      STEPHANIE AMMONS
     PHONE NO.: (817) 838-8600
     FAX NO.:   (817) 838-0708
     E-MAIL:    stepammons@1mssi.com
                                    
     SUSPENSION, DEBARMENT, AND TERRORISM:  VENDOR
     CERTIFIES THAT THE VENDOR AND ITS
     PRINCIPALS ARE ELIGIBLE TO PARTICIPATE IN THIS
     TRANSACTION AND HAVE NOT BEEN SUBJECTED TO
     SUSPENSION, DEBARMENT, OR SIMILAR INELIGIBILITY
     DETERMINED BY ANY FEDERAL, STATE OR LOCAL
     GOVERNMENTAL ENTITY AND THAT VENDOR IS IN
     COMPLIANCE WITH THE STATE OF TEXAS STATUTES AND
     RULES RELATING TO PROCUREMENT AND THAT VENDOR IS
     NOT LISTED ON THE FEDERAL GOVERNMENT'S TERRORISM
     WATCH LIST AS DESCRIBED IN EXECUTIVE ORDER 13224.
     ENTITIES INELIGIBLE FOR FEDERAL PROCUREMENT ARE
     LISTED AT http://www.epls.gov
                                  
     PIGGYBACK CLAUSE: THIS OPEN MARKET PURCHASE ORDER
     IS AVAILABLE FOR USE BY ALL STATE AGENCIES AND
     QUALIFIED ENTITIES PARTICIPATING IN THE TEXAS
     BUILDING PROCUREMENT COMMISSION (TBPC)
     COOPERATIVE PURCHASING PROGRAM (CO-OP) PROVIDING
     THERE IS NO CONFLICT WITH ANY APPLICABLE
     STATUTES, RULES, POLICIES OR PROCEDURES.

     THIS OPEN MARKET PURCHASE ORDER WAS COMPETITIVELY
     BID IN ACCORDANCE WITH APPLICABLE STATE OF TEXAS
     PURCHASING STATUTES, RULES, POLICIES AND
     PROCEDURES.  STATE AGENCIES AND ACTIVE TBPC CO-OP
     ENTITIES MAY USE THE PRICES SHOWN IN THIS OPEN
     MARKET PURCHASE ORDER TO ISSUE THEIR OWN PURCHASE
     ORDERS. ARRANGEMENTS FOR DELIVERY OF GOODS,
     INCLUDING APPLICABLE FREIGHT CHARGES IF OUTSIDE
     THE ORIGINAL GEOGRAPHIC DELIVERY AREA, ARE
     CONTINGENT UPON MUTUAL AGREEMENT OF THE STATE
     AGENCY OR ACTIVE TBPC CO-OP ENTITY AND THE
     VENDOR. THE STATE AGENCY OR ACTIVE TBPC CO-OP
     ENTITY'S PURCHASE ORDER ISSUED AGAINST THIS OPEN
     MARKET PURCHASE ORDER SHOULD REFERENCE THE TBPC
     ISSUED STATE OF TEXAS PURCHASE ORDER NUMBER AND
     REQUISITION NUMBER AND BE SENT DIRECTLY TO THE
     AWARDED VENDOR.

     VENDOR COMPLIANCE:  IF THE STATE AGENCY OR ACTIVE
     TBPC CO-OP ENTITY ENCOUNTERS RESISTANCE FROM A
     VENDOR NOT COMPLYING WITH THE TERMS AND
     CONDITIONS OF THIS OPEN MARKET PURCHASE ORDER,
     THE STATE AGENCY OR ACTIVE TBPC CO-OP ENTITY MUST
     ATTEMPT TO RESOLVE THE ISSUE BY CONTACTING THE
     VENDOR DIRECTLY.  IF A SATISFACTORY RESOLUTION
     CAN NOT BE REACHED, THE STATE AGENCY OR ACTIVE
     TBPC CO-OP ENTITY SHOULD FILE A VENDOR
     PERFORMANCE RESOLUTION REPORT WITH THE TBPC.  THE
     TBPC IS NOT RESPONSIBLE FOR RESOLVING
     NON-PERFORMANCE ISSUES INCLUDING BUT NOT LIMITED
     TO FUNDING, INVOICE PROCESSING, RENEWAL OR
     CANCELLATION.
                  
     THIS CONTRACT IS CONTINGENT UPON THE CONTINUED
     AVAILABILITY OF APPROPRIATIONS.
                                    
 ***PUT REQ # AND ORDER # ON ALL PKGS***           TOTAL THIS ORDER          47,005.00
                                                                                      
This is a copy of the state purchase order only.  If you require additional information regarding
information from the Invitation for Bids including terms and conditions, please feel free to contact
the TBPC Cooperative Purchasing Program at coop@tbpc.state.tx.us. Please reference the state purchase
order and fiscal year in your email request, along with details as to the additional information required.