Contracts, Procurement and Risk Management
Contract #14393
For Purchases of Furniture; Office, Dormitory, Classroom, Institutional, Lounge, Ergonomic Seating, As Is and Buy-Back Trade-In Furniture, Remanufactured Office Systems Furniture, Cell Furnishings, Custom and Modified Furniture, Restoration Services, Office Accessories and High Density Filing Systems
Under the Authority of
Chapter 43.19 RCW
Revision Date: 12/30/15
Effective Date: 12/30/15
Contract Term Ends On: 12/31/2016
Purpose: Effective 12/30/15: Update DES Contact Information.
CI End of Biennium Notice
Fiscal year order cutoff for Contract 14393, Furniture: Office, Dormitory and Miscellaneous items. In order to meet fiscal year end delivery and invoicing requirements, Correctional Industries has identified the following order cut-off dates for delivery by June 30, 2016:
· Standard/60 day – April 29, 2016
· Standard/30 day (stratus seating only)- May 27, 2016
· Standard/15- day- June 10, 2016
· Fast Fulfillment/7-day (online orders only) – June 22, 2016
After these dates, Correctional Industries will review requests and accept orders based on the type of product and quantity. Any questions please contact Correctional Industries, Cameron Hood (360) 725-9131
Part One – Index
Part Two – Contract Terms and Conditions
Appendix A – Standard & Special Definitions
Appendix B – Contractor’s Profile & Ordering Information
Appendix C – Products Available
Appendix D – Price Sheets
Appendix E – Exception/Exemption Request Forms
Appendix F – Performance Report
Appendix G – Product/Performance Report
PART ONE
INDEX
CONTRACT #14393
PART TWO – OVERVIEW
1.1 Contract Scope
1.2 Contract Scope and Modifications
1.3 Recitals
1.4 Estimated Usage
1.5 Contract Term
1.6 Purchasers
CONTRACT ADMINISTRATION
1.7 Purchasing Activity Contract Administrator
1.8 Administration of Contract
1.9 Contractor Supervision and Coordination
1.10 Contract Management
1.11 Changes
1.12 Statewide Vendor Payment Registration
1.13 Sales & Subcontractor Reports
1.14 Other Required Reports
1.15 Washington’s Electronic Business Solutions
PRICING
1.16 No Additional Charges
1.17 Price Adjustments
CONTRACTOR QUALIFICATIONS AND REQUIREMENTS
1.18 Established Business
1.19 Use of Subcontractors
1.20 Subcontracts and Assignment
1.21 Materials and Workmanship
DELIVERY REQUIREMENTS
1.22 A) Order Fulfillment Requirements
B) Fax Orders
C) Purchase Order Acknowledgement
D) Order Cancellation & Change Orders
1.23 A) Shipping and Risk of Loss
B) Shipping Instructions
C) Delivery
D) Receipt of Damaged/Incorrect Merchandise
E) Application of Later Delivery Penalty
F) Restocking Provision
1.24 Site Security
1.25 Inspection and Rejection
1.26 Labeling
PAYMENT
1.27 Identification
1.28 Payment, Invoicing and Discounts
1.29 Taxes, Fees and Licenses
1.30 Minority and Women’s Business Enterprise (MWBE) Participation
1.31 Overpayments to Contractor
QUALITY ASSURANCE
1.32 Contractor Commitments, Warranties and Representation
1.33 A) Product Warranty
B) Seating Products Warranty
C) Manufacturer’s Warranty
INFORMATION AND COMMUNICATIONS
1.35 Advertising
1.36 Retention of Records
1.37 Proprietary or Confidential Information
1.38 Protection of Confidential and Personal Information
GENERAL PROVISIONS
1.39 Governing Law/Venue
1.40 Severability
1.41 Survivorship
1.42 Gifts and Gratuities
1.43 Personal Liability
1.44 Nondiscrimination
1.45 OSHA and WISHA Requirements
1.46 Antitrust
1.47 Waiver
DISPUTES AND REMEDIES
1.48 Problem Resolution and Disputes
1.49 Force Majeure
1.50Alternate Dispute Resolution Fees and Costs
1.51 Non-Exclusive Remedies
1.52 Limitation of Liability
1.53 Federal Funds
1.54 Federal Restrictions on Lobbying
1.55 Federal Debarment and Suspension
CONTRACT TERMINATION
1.56 Termination by Mutual Agreement
CONTRACT EXECUTION
1.57 Parties
1.58 Entire Agreement
1.59 Order of Precedence, Incorporated Documents, Conflict and Conformity
1.60 Legal Notices
1.61 Liens, Claims and Encumbrances
1.62 Authority to Bind
1.63 Counterparts
APPENDIX A – STANDARD AND SPECIAL DEFINITIONS
APPENDIX B – CONTRACTOR’S PROFILE AND ORDERING INFORMATION
APPENDIX C – PRODUCTS AND SERVICES AVAILABLE
APPENDIX D – PRICE SHEETS
APPENDIX E – EXCEPTION/EXEMPTION REQUEST FORMS
APPENDIX F – Performance Report
APPENDIX G – Product/Performance Report
PART TWO
CONTRACT TERMS AND CONDITIONS
OVERVIEW
1.1 CONTRACT SCOPE
This contract is for the purchase of Correctional Industries’ (CI) office, dormitory/residential living furniture, task intensive seating, lounge, classroom, institutional, remanufactured systems, CI’s modular panel systems furniture, custom furniture, and miscellaneous furniture. This is a mandatory use contract for those products identified herein as mandatory for all state agencies and institutions. Other authorized, but not mandated, users include political subdivisions, non-profit organizations, sovereign nations and institutions of higher learning.
Mandatory use: Any products identified herein or at the Correctional Industries’ website (http://www.washingtonci.com/) identified as “mandatory” use shall be subject to the original terms and conditions of subject contract. However, any products identified herein or at CI’s website as “convenience” use shall be available for contract users to purchase at their option, without conducting a competitive solicitation; or contract users have the option to purchase elsewhere. CI can assist customers in obtaining an exception or exemption.
Pursuant to RCW 43.19.534, state agencies and departments shall purchase for their use any required goods and services that are produced or provided in whole or in part from Class II inmate work programs operated by CI. Unless an authorized exception or exemption has been granted, any agency or department who purchases from another source may be in direct violation of state law. In the event that state law has been violated, CI reserves the right to insist upon the strict performance of this contract and pursue any other remedies available by law.
The contract was established in accordance with Revised Code of Washington 43.19.534, which provides the basis for mandatory purchases under this contract. In accordance with statute, if a Washington State manufacturer exists and meets exception/exemption criteria identified in the Exception/Exemption Form (refer to Attachments entitled Exception/Exemption Forms), an exception/exemption will be allowed. Revised Code of Washington 43.19.190 is superseded by the statute which is the foundation of this contract, therefore the Best Buy Provisions do not apply to this contract. However, in circumstances where CI cannot meet your required delivery timeframe (i.e. end of biennium requirements, etc.) or the contract delivery term, CI may grant a one-time exception, reviewed on a case by case basis. Contact your Account Executive Find Account Executive for a one-time exception. See www.washingtonci.com
1.2 CONTRACT SCOPE AND MODIFICATIONS
The Purchasing Activity reserves the right to modify this Contract by mutual agreement between the Purchasing Activity and the Contractor, so long as such modification is substantially within the scope of the original Contract. Such modifications will be evidenced by issuance of a written authorized amendment by the Contract Administrator.
1.3 RECITALS
Under RCW 43.19.534, the state of Washington, acting by and through the Department of Enterprise Services negotiated a contract directly with Department of Corrections, Correctional Industries for the purpose of purchasing furniture products and services as described herein in accordance with its authority under Chapter 43.19 RCW.
NOW THEREFORE, Purchasing Activity awards to Department of Corrections, Correctional Industries, this Contract, the terms and conditions of which shall govern Contractor’s furnishing to Purchasers the furniture products and services described herein. This Contract is not for personal use.
IN CONSIDERATION of the mutual promises as hereinafter set forth, the parties agree as follows:
1.4 ESTIMATED USAGE
Based on past and/or projected usage, it is estimated that purchases over a two year term of the Contract will approximate $30,000,000.00. This estimate was based solely on sales usage reports provided by CI. Orders will be placed only on an as needed basis.
The State of Washington does not represent or guarantee any minimum purchase.
1.5 CONTRACT TERM
The Contract term shall be in accordance with RCW 43.19.534. The parties agree to meet, if necessary, every 36 months to negotiate over the modification of any terms or conditions that may be of concern to either party. If a concern over a term or condition arises prior to the regularly scheduled meeting, the parties will schedule a special meeting and negotiate in good faith over a modification of that term or condition.
If, during the course of the contract term, RCW 43.19.534 is amended to eliminate the mandatory element, this contract will automatically convert to a convenience use contract after 60 days, unless otherwise specifically stipulated by the legislature. In the event this contract converts to convenience use, the following will also become part of the convenience use contract:
Contract disputes will be negotiated mutually in good faith. In the event of on-going non-performance of contractual requirements, CI and MCC will confer with their respective Attorney General Office representative. Remedies as provided by law will be applied and followed.
1.6 PURCHASERS
General Use
The resulting contract is for use by all members of the Washington State Purchasing Cooperative (WSPC) including where applicable: State Agencies, Institutions of Higher Education, Political Subdivisions, and Non-Profit Corporations. This contract will also be available for use by Sovereign Nations and Oregon’s Department of Administrative Services Cooperative Purchasing Program (ORCPP).
All state agencies, institutions, community colleges, and universities will purchase from this contract, unless an exception/exemption is processed through CI. Institutions of higher education have received a blanket exemption from the contract through the Office of Financial Management, using the authority of RCW 28B.10.029.
While use of the contract by Political Subdivisions and Non-Profit Corporations that are members of the WSPC and ORCPP members is optional, the Master Contract and Consulting Unit encourages them to use state contracts. Their use of the contracts may significantly increase the purchase volume. Their orders are subject to the same contract terms, conditions and pricing as state agencies. Master Contracts and Consulting Unit accepts no responsibility for orders or payment by WSPC members.
A list of WSPC members is available at http://www.ga.wa.gov/PCA/SPC.htm.
A list of current authorized ORCPP members is available at:
http://www.oregon.gov/DAS/PFSS/SPO/docs/orcpp-member-list.pdf or
http://www.oregon.gov/DAS/PFSS/SPO/docs/orcpp-member-list.xls
Purchases by Nonprofit Corporations
Legislation allows nonprofit corporations to participate in State Contracts for purchases administered by Master Contracts and Consulting Unit (MCC). By mutual agreement with MCC, the contractor may sell goods or services at contract pricing awarded under this contract to self certified nonprofit corporations. Such organizations purchasing under the State Contract shall do so only to the extent they retain eligibility and comply with other contract and statutory provisions. The contractor may make reasonable inquiry of credit worthiness prior to accepting orders or delivering goods or services on contract. The State accepts no responsibility for payments by nonprofit corporations. Their use of the contracts may significantly increase the purchase volume. Their orders are subject to the same contract terms, conditions and pricing as state agencies.
CONTRACT ADMINISTRATION
1.7 PURCHASING ACTIVITY CONTRACT ADMINISTRATOR
The Purchasing Activity shall appoint a single point of contact that will be the Contract Administrator for this Contract and will provide oversight of the activities conducted hereunder. The Contract Administrator will be the principal contact for Contractor concerning business activities under this Contract. The Purchasing Activity will notify Contractor, in writing, when there is a new Contract Administrator assigned to this Contract.
1.8 ADMINISTRATION OF CONTRACT
DES will maintain Contract information and pricing and make it available on the DES web site. The Contract prices are the maximum price Contractor can charge. The Contractor may also offer volume discounts to Purchasers.
For the term of the Contract, pricing for all Products will be no greater than the prices stipulated herein. If, however, during any term of the Contract lower prices and rates become effective for like quantities of Products under similar terms and conditions, through reduction in Manufacturer’s or Contractor’s list prices, promotional discounts, or other circumstances, Purchasers must be given immediate benefit of such lower prices and rates.
1.9 CONTRACTOR SUPERVISION AND COORDINATION
Contractor shall:
1. Competently and efficiently, supervise and coordinate the implementation and completion of all Contract requirements specified herein;
2. Identify the Contractor’s Representative, who will be the principal point of contact for the Purchasing Activity Contract Administrator concerning Contractor’s performance under this Contract.
3. Immediately notify the Contract Administrator in writing of any change of the designated Contractor’s Representative assigned to this Contract; and
Be bound by all written communications given to or received from the Contractor’s Representative.
1.10 CONTRACT MANAGEMENT
The contractor shall:
1. Take the necessary steps needed to ensure that contractual obligations will be fulfilled.
2. Promote and market the use of this contract to all authorized contract Purchasers.
3. Ensure that those who endeavor to utilize this contract are authorized Purchasers under this Contract.
4. At no additional charge, assist Purchasers in the following manner to make the most cost effective, value based, purchases including, but not limited to:
a) Visiting the Purchaser site and providing Purchaser with materials/supplies/equipment recommendations.
b) Providing Purchasers with a detailed list of contract items including current contract pricing and part numbers.
5. Designate a customer service representative who will be responsible for addressing Purchaser issues including, but not limited to:
a) Logging requests for service, ensuring repairs are completed in a timely manner, dispatching service technicians, and processing warranty claim documentation.
b) Providing Purchasers with regular and timely status updates in the event of an order or repair fulfillment delay.
6. Act as the lead and liaison between the manufacturer and Purchaser in resolving warranty claims for contract items purchased.
1.11 CHANGES
Alterations to any of the terms, conditions, or requirements of this Contract shall only be effective upon written issuance of a mutually agreed Contract Amendment by the Contract Administrator. However, changes to point of contact information may be updated without the issuance of a mutually agreed Contract Amendment.
1.12 STATEWIDE VENDOR PAYMENT REGISTRATION
The Washington State Office of Financial Management (OFM) maintains a central contractor registration file for Washington State agencies to process contractor payments.
To obtain registration materials go to http://www.ofm.wa.gov/accounting/vendors.asp the form has two parts; Part 1 is the information required to meet the above registration condition. Part 2 allows the state to pay invoices electronically with direct deposit and is the state’s most efficient method of payment and you are encouraged to sign up for this form of payment.