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    INVOICE: TDCJ/ID                                            PO Number: 7-000091
             ACCOUNTS PAYABLE                                  Req Number: 696-7-88110-E
             P O BOX 4018                                         PO Date: 09/01/06
             HUNTSVILLE TX 77342-4018                             Expires: 08/31/12
                                                                                   
                                                                 VID: 1-06-168-9011
DESTINATION: SEE SPECIFICATIONS                                  SOUTHERN TIRE MART
                                                                 1833 MONY STREET
                                                                 FORT WORTH TX 76102
                                                                                    
                                                                                    
     AGENCY POINT OF CONTACT

     NAME:  DONNA GRANT, CTP
     PHONE: (936) 437-7032
     FAX:   (936) 437-7099
     EMAIL: DONNA.GRANT@TDCJ.STATE.TX.US
                                        
     THIS IS A BLANKET PURCHASE ORDER FOR THE PURCHASE
     OF TIRES.

     THE TERM OF THE BLANKET ORDER WILL BE FROM
     SEPTEMBER 1, 2006 THROUGH AUGUST 31, 2007 AND MAY
     BE RENEWED FOR FIVE (5) ADDITIONAL ONE (1) YEAR
     PERIODS.  IF EXERCISED, THE RENEWALS SHALL EXPIRE
     AUGUST 31ST OF EACH RENEWAL PERIOD AND WILL BE AT
     THE EXCLUSIVE OPTION OF THE STATE.  ANY RENEWAL
     WILL BE UNDER THE SAME TERMS AND CONDITIONS AS
     THE ORIGINAL CONTRACT, WITH ANY APPROVED CHANGES.

     RENEWAL PERIODS:

     FIRST:  SEPTEMBER 1, 2007 THRU AUGUST 31, 2008

     SECOND: SEPTEMBER 1, 2008 THRU AUGUST 31, 2009

     THIRD:  SEPTEMBER 1, 2009 THRU AUGUST 31, 2010

     FOURTH: SEPTEMBER 1, 2010 THRU AUGUST 31, 2011

     FIFTH:  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 THAT WILL BE USED IS WPU071201.
     BASELINES FOR PPI WILL BE THE INDEX ANNOUNCED FOR
     THE MONTH IN WHICH THE BID WAS OPENED.
                                           
     MANUFACTURER'S STANDARD WARRANTY SHALL BE
     FURNISHED TO THE TEXAS DEPARTMENT OF CRIMINAL
     JUSTICE WITHIN 10 CALENDAR DAYS OF REQUEST.

     AWARDED VENDOR WILL PROVIDE A NO-CHARGE, OR
     PRO-RATA ADJUSTMENT BASED ON TREAD WEAR FOR ALL
     DEFECTIVE TIRES. ALL TIRES RETURNED TO THE VENDOR
     WILL BE SHIPPED PER THE VENDOR'S INSTRUCTIONS AT
     NO COST TO THE ORDERING AGENCY. THE VENDOR SHALL
     SHIP ALL REPLACEMENT TIRES BACK TO THE ORDERING
     AGENCY FREIGHT PRE-PAID AND ALLOWED.
                                         
     QUANTITIES LISTED ARE ESTIMATED FOR EVALUATION
     PURPOSES ONLY 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 INCREASE THIS CONTRACT BY UP TO 100% FOR
     EACH CONTRACT YEAR.

     TEXAS BUILDING AND PROCUREMENT COMMISSION
     RESERVES THE RIGHT TO MAKE AWARDS BASED ON:
     INDIVIDUAL ITEMS, GROUP OF ITEMS, OR THE
     ENTIRE LIST OF ITEMS TO REJECT ANY OR ALL
     BIDS OR ANY PART THEREOF; AND TO ACCEPT THE BID
     THAT THE AGENCY DEEMS TO BE IN THE BEST INTEREST
     OF THE STATE.
                  
     863-05       
  2. TIRES PASSENGER RADIAL ALL SEASON TREAD                  224 EA            44.00       9,856.00

     PASSENGER TIRE (FIRESTONE AFFINITY LH30)
     MINIMUM UTQG: 500 A B
     SIZE: P215/60R15
     TREAD: ALL SEASON
     PLY: 4 PLY TREAD - 2 PLY SIDEWALL
     LOAD RATING: B
     ARTICLE #: 107549

     BRAND: FIRESTONE AFFINITY OE (085-863)
                                           
  3. TIRES PASSENGER RADIAL ALL SEASON TREAD                  140 EA            50.20       7,028.00

     PASSENGER TIRE (FIRESTONE AFFINITY LH30)
     MINIMUM UTQG: 500 A B
     SIZE: P215/60R16
     TREAD: ALL SEASON
     PLY: 4 PLY TREAD - 2 PLY SIDEWALL
     LOAD RATING: B
     ARTICLE #: 106879

     BRAND: FIRESTONE FR710 520AB (048-153)
                                           
  6. TIRES PASSENGER RADIAL ALL SEASON TREAD                   96 EA            57.50       5,520.00

     PASSENGER TIRES (BRIDGESTONE DUELER H/L ALENZA)

     MINIMUM UTQG: 500 A B
     SIZE: 225/70R15
     TREAD: ALL SEASON
     PLY: 4 PLY TREAD - 2 PLY SIDEWALL
     LOAD RATING: B
     ARTICLE #: 044090

     BRAND: FIRESTONE FIREHAWK INDY 500 500AB
     (119-679)
              
  8. TIRES PASSENGER RADIAL ALL SEASON TREAD                  324 EA            62.10      20,120.40

     LIGHT TRUCK TIRES (FIRESTONE TRANSFORCE AT)

     MINIMUM LOAD RANGE: E
     TREAD: ALL TERRAIN
     SIZE: LT245/75R16
     PLY: 10 PLY
     ARTICLE #: 189582

     BRAND: FIRESTONE TRANSFORCE AT (189-582)
                                             
  9. TIRES PASSENGER RADIAL ALL SEASON TREAD                  144 EA            63.80       9,187.20

     LIGHT TRUCK TIRES (FIRESTONE TRANSFORCE AT)

     MINIMUM LOAD RANGE: C
     TREAD: ALL TERRAIN
     SIZE: LT235/75R15
     PLY: 6 PLY
     ARTICLE #: 189650

     BRAND: FIRESTONE TRANSFORCE AT (189-650)
                                             
 11. TIRES PASSENGER RADIAL ALL SEASON TREAD                   60 EA            60.30       3,618.00

     PASSENGER TIRES (BRIDGESTONE DUELER H/L ALENZA)

     MINIMUM UTQG: 500 A B
     SIZE: 235/70R15
     TREAD: ALL SEASON
     PLY: 4 PLY TREAD - 2 PLY SIDEWALL
     LOAD RATING: B
     ARTICLE #: 044124

     BRAND: FIRESTONE FIREHAWK INDY 500 500AB
     (118-656)
              
     DELIVERY WILL BE ONE OF THE DESTINATIONS LISTED.
     WHEN CALLOUT IS MADE, DESTINATION ADDRESS WILL BE
     PROVIDED.
              
     TDCJ
     HUNSTVILLE UNIT MECHANICAL DEPT.
     817 14TH STREET
     HUNTSVILLE, TX 77340

     DELIVERIES ARE TO MADE @ HUNTSVILLE MECHANICAL
     SERVICE CENTER 8 AM TO 2 PM.

     PLEASE CONTACT HUNTSVILLE MECHANICAL SERVICE
     CENTER 24 HOURS IN ADVANCE TO SCHEDULE DELIVERY @
     (936) 437-1093.

     MONDAY THROUGH FRIDAY, EXCEPT ON REGULARLY
     OBSERVED STATE AND FEDERAL HOLIDAYS.
                                         
     TDCJ
     CHASE FIELD MECHANICAL
     965 OFSTIE
     BEEVILLE, TX 78102

     DELIVERIES ARE TO MADE @ CHASE FIELD MECHANICAL
     BETWEEN THE HOURS OF 7:30 AM TO 10:00 AM AND
     12:30 PM TO 3:00 PM.

     PLEASE CONTACT CHASE FIELD MECHANICAL 24 HOURS
     IN ADVANCE TO SCHEDULE DELIVERY @ (361) 362-6423.

     MONDAY THROUGH FRIDAY, EXCEPT ON REGULARLY
     OBSERVED STATE AND FEDERAL HOLIDAYS.
                                         
     TDCJ/ID
     MOTOR POOL - BOT
     SPUR 59 OFF HWY 75 NORTH
     HUNTSVILLE, TX 77340

     DELIVERIES ARE TO MADE @ MOTOR POOL - BOT
     8 AM TO 5 PM.

     PLEASE CONTACT MOTOR POOL 24 HOURS IN ADVANCE
     TO SCHEDULE DELIVERY @ (936) 437-6331.

     MONDAY THROUGH FRIDAY, EXCEPT ON REGULARLY
     OBSERVED STATE AND FEDERAL HOLIDAYS.

     MINIMUM CALLOUT WILL BE $200.00. THE AGENCY
     RESERVES THE RIGHT TO CALLOUT LESS THAN THE
     MINIMUM CALLOUT AND PAY ADDITIONAL FREIGHT
     CHARGES. IF THIS OCCURS, THE CHARGES MUST BE
     PREPAID AND ADDED TO THE INVOICE FOR THAT
     RELEASE.
             
     THIS CONTRACT IS CONTINGENT UPON THE CONTINUED
     AVAILABILITY OF APPROPRIATIONS.
                                    
     SECURITY-DELIVERIES

     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 ARE
     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 SECURITY STAFF.  DELIVERY STAFF SHALL NOT
     INTERACT WITH OFFENDERS.

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

     3. ALL VEHICLES WILL BE LOCKED AND SECURED WHEN
     NOT IN USE.  DRIVERS ARE REQUIRED 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 CELL
     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 OR 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.
           
     VENDOR POINT-OF-CONTACT:

     NAME: BOBBY R HARMS

     PHONE NO.: 877-786-4681

     FAX NO.: 817-529-2295

     E-MAIL: bharms@stmtires.com
                                
     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.
                  
     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
                                  
 ***PUT REQ # AND ORDER # ON ALL PKGS***           TOTAL THIS ORDER          55,329.60
                                                                                      
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.