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    INVOICE: TDCJ/ID                                            PO Number: 7-000111
             ACCOUNTS PAYABLE                                  Req Number: 696-7-90080-G
             P O BOX 4018                                         PO Date: 09/28/06
             HUNTSVILLE TX 77342-4018                             Expires: 08/31/12
                                                                                   
                                                                 VID: 1-74-168-1539
DESTINATION: TDCJ LUTHER                                         HOUSTON TOOL & HOIST CO INC
             STAINLESS STEEL FACTORY                             1401 BOYLES ST
             1800 LUTHER DRIVE                                   HOUSTON TX 77020
             NAVASOTA TX 77868
                              
                              
     AGENCY POINT-OF-CONTACT:

     NAME:  RUBY PIERCE, CTP
     PHONE: (936) 437-7054
     FAX:   (936) 437-7099
     EMAIL: RUBY.PIERCE@TDCJ.STATE.TX.US
                                        
     PLEASE SUBMIT BID IN DUPLICATE
                                   
     IN COMPLIANCE WITH THE PROVISIONS OF TEXAS
     GOVERNMENT CODE, TITLE 10, SUBTITLE D, SECTION
     2155.074, SECTION 2155.075, SECTION 2156.007,
     SECTION 2157.003 AND SECTION 2157.125, AND TEXAS
     ADMINISTRATIVE CODE, TITLE 1, CHAPTER 113.6,
     INFORMATION OBTAINED FROM THE TEXAS BUILDING AND
     PROCUREMENT COMMISSION'S VENDOR PERFORMANCE
     TRACKING SYSTEM LOCATED ONLINE AT
     http://www.tbpc.state.tx.us/stpurch/venvpts.html
     MAY BE USED IN EVALUATING RESPONSES TO
     SOLICITATIONS FOR GOODS AND SERVICES TO DETERMINE
     THE BEST VALUE FOR THE STATE. ADDITIONALLY, THE
     DUN AND BRADSTREET SUPPLIER INFORMATION REPORT
     MAY ALSO BE USED TO DETERMINE BIDDER'S
     RESPONSIBILITY.
                    
     TBPC PURCHASER NAME: JOANNE RIMKUS
     PHONE NUMBER: 512-463-3174
     EMAIL: JOANNE.RIMKUS@TBPC.STATE.TX.US
                                          
     THIS IS A BLANKET PURCHASE ORDER FOR THE PURCHASE
     OF ABRASIVE BELTS.

     THE TERM OF THE BLANKET ORDER WILL BE FROM
     DATE OF AWARD 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 PCU327910327910.
     BASELINES FOR PPI WILL BE THE INDEX ANNOUNCED FOR
     THE MONTH IN WHICH THE BID WAS OPENED.
                                           
     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.

     MINIMUM CALL-OUT SHALL BE A QUANTITY OF 1,000.

     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.
                        
     A SAMPLE OF EACH ITEM MAY BE REQUIRED BEFORE
     AWARD. SAMPLE(S) MUST CONFORM TO THE ITEM
     SPECIFICATION OF THIS SOLICITATION. A SAMPLE NOT
     COMFORMING TO THE SPECIFICATION OF THIS
     SOLICITATION MAY DISQUALIFY THE BID FOR THAT
     ITEM. IF AWARDED, THE ITEM SHIPPED FOR THE
     DURATION OF THE CONTRACT MUST BE THE SAME AS THE
     SAMPLE PROVIDED. IF THE QUALITY OF THE DELIVERED
     ITEM VARIES FROM THE SAMPLE PROVIDED, TDCJ
     RESERVES THE RIGHT TO CANCEL AND RE-AWARD OR
     READVERTISE THE ITEM. ANY ADDITIONAL COST,
     INCLUDING HANDLING, MAY BE CHARGED TO THE
     DEFAULTING VENDOR. SAMPLES SHALL BE PROPERLY
     LABELED TO INCLUDE THE INVITATION FOR BID NUMBER,
     LINE ITEM NUMBER, AND BRAND NAME.
     SEND SAMPLE (IF REQUESTED) TO:
     RUBY PIERCE, CTP
     TDCJ - CONTRACTS AND PROCUREMENT
     TWO FINANCIAL PLAZA, SUITE 525
     HUNTSVILLE, TX 77340
                         
     DELIVERY/SHIPPING
     1. DELIVERY SHALL BE F.O.B. DESTINATION.
     2. 24 HOURS PRIOR TO DELIVERY, VENDOR MUST
        CONTACT THE FOLLOWING INDIVIDUAL(S) FOR
        INSTRUCTIONS:
        NAME(S): DONALD TUCKER OR RICHARD ROSE
        PHONE: (936) 825-7547
     3. DELIVERY SHALL BE WITHIN THIRTY (30) DAYS
        AFTER VENDOR RECEIVES THE ORDER. VENDOR
        MUST VERIFY IN WRITING, FAX ACCEPTED,
        RECEIPT OF EACH ORDER.
     4. ALL ITEMS MUST BE NEW AND FREE OF DEFECTS
        AND/OR IMPERFECTIONS WHICH MIGHT AFFECT
        THE APPEARANCE, STRUCTURAL INTEGRITY, NORMAL
        LIFE, SAFETY OR SERVICEABILITY. GOODS ARE TO
        BE COVERED AND PROTECTED AGAINST ADVERSE
        WEATHER CONDITIONS WHILE BEING SHIPPED.
     5. ANY ITEM THAT ARRIVES DAMAGED MUST BE REPLACED
        BY THE VENDOR WITHIN THIRTY (30) DAYS OF
        NOTIFICATION FROM TDCJ. FAILURE TO DO SO MAY
        RESULT IN CANCELLATION OF THE CONTRACT.


     DELIVERIES SHALL BE MADE BETWEEN 8 AM AND 4 PM
     MONDAY THRU FRIDAY, EXCEPT ON REGULARLY OBSERVED
     STATE OR FEDERAL HOLIDAYS.
                               
     FOR INVOICING AND DELIVERY AFTER SEPTEMBER 1.
                                                  
     005-14                                       
  1. ABRASIVE SANDING BELT                                 45,000 EA             0.32      14,400.00
     1/2" X 24" 40 GRIT ABRASIVE BELT ZIRCONIA
     ALUMINA.

     MAKE/MODEL: HTH ABRASIVES XBTZ 12 X 24 X 40
                                                
  2. ABRASIVE SANDING BELT                                 50,000 EA             0.22      11,000.00
     1/8" X 24" 80 GRIT ABRASIVE BELT ZIRCONIA
     ALUMINA.

     MAKE/MODEL: HTH ABRASIVES XBTZ 18 X 24 X 80
                                                
     PAYMENT:

     PAYMENT SHALL BE MADE THIRTY (30) CALENDAR DAYS
     AFTER THE LATER OF (1) THE DATE AN UNCONTESTED
     INVOICE IS RECEIVED, (2) THE DATE GOODS ARE
     RECEIVED, AND (3) THE DATE SERVICES ARE
     COMPLETED.
     REFER TO TEXAS GOVERNMENT CODE, CHAPTER 2251.
                                                  
     ELECTRONIC FUNDS TRANSFER:

     GOVERNMENT CODE ANN. 403.016 (C) (3) EFFECTIVE
     SEPTEMBER 1, 1998 ALLOWS STATE AGENCIES TO
     PROCESS AND TRANSMIT PAYMENTS TO VENDORS THROUGH
     ELECTRONIC FUNDS TRANSFER, BETTER KNOWN AS DIRECT
     DEPOSIT. AWARDED VENDORS NEEDING TO SET UP SUCH
     AN ACCOUNT MAY CONTACT THIS AGENCY'S ACCOUNTS
     PAYABLE AT (936) 437-8761 OR (936) 437-6357. IF
     DIRECT DEPOSIT HAS ALREADY BEEN ESTABLISHED
     THROUGH TDCJ OR ANOTHER STATE AGENCY, THE VENDOR
     IS NOT REQUIRED TO SUBMIT A NEW AUTHORIZATION
     FORM.
          
     RIGHT OF OFF SET:

     IN THE EVENT TDCJ DETERMINES THAT VENDOR OWES
     MONEY TO TDCJ UNDER ANY CONTRACT OR PURCHASE
     ORDER, TDCJ UPON PROVIDING VENDOR WITH WRITTEN
     NOTICE OF ITS INTENT TO OFFSET, SHALL HAVE THE
     RIGHT TO WITHHOLD MONIES DUE VENDOR WITH RESPECT
     TO THIS PURCHASE ORDER OR WITH RESPECT TO ANY
     CONTRACT OR PURCHASE ORDER WITH TDCJ AND APPLY
     SUCH MONIES TO THE MONEY DUE TDCJ.
                                       
     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.
           
     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.
                  
     VENDOR POINT-OF-CONTACT:

     A.) NAME OF PERSON TO CONTACT COORDINATING
         DELIVERIES:

     NAME:      DAVID TAYLOR
     PHONE NO.: (713) 674-0912
     FAX NO.:   (713) 674-8664
     E-MAIL:    DTHTH@HOUSTONTOOL.COM

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

     NAME:      RUBY BRYANT
     PHONE NO.:(713) 674-0912
     FAX NO.:  (713) 674-8664
     E-MAIL:   RBHTH@HOUSTONTOOL.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
                                  
     THIS CONTRACT IS CONTINGENT UPON THE CONTINUED
     AVAILABILITY OF APPROPRIATIONS.
                                    
 ***PUT REQ # AND ORDER # ON ALL PKGS***           TOTAL THIS ORDER          25,400.00
                                                                                      
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.