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Trendway Corporation P.O. Box 9016 Holland, MI 49422 REPRESENTATIVE: FED. EMPLOYER ID NO.: PRICE CONTRACT NO.: CONTRACT TERM - FROM: TO: RENEWAL OPTION THRU: COMMODITY/SERVICES: Keeley Boeve 38-1864337 UK-0585-6R April 20, 2006 April 19, 2007 2011 Furniture PHONE: FAX: TERMS: DELIVERY: RFP / IFB NO.: DEPARTMENT(S): DATE: 616-399-3900 616-399-0668 Procurement Card or Net 30 Vary as per quote/order UK-0585-6 Various May 2, 2006

The Contractor is hereby awarded this Price Contract to furnish the products or services listed as required by the University of Kentucky during the contract term indicated above. SHIPMENTS ARE TO BE MADE ONLY UPON RECEIPT OF OFFICIAL NOTIFICATION. The Price Contract incorporates the University of Kentucky’s General Terms and Conditions, and all Special Conditions identified in the bid/proposal referenced above.

DESCRIPTION This is a Price Contract is for the purchase of Trendway furniture based on Invitation for Bids # UK0585-6 for the University of Kentucky, Lexington, Kentucky in accordance with the terms, conditions, and specifications set forth herein. CONTRACT PERIOD The contract is effective April 20, 2006 through April 19, 2007 with an option to renew on a year-toyear basis not to exceed four (4) additional years. All renewals of proposed contract will be at the mutual concurrence of the contractor and the University of Kentucky Purchasing Division, subject to the approval of the Director and/or Assistant Director of Purchasing.
OFFICIAL APPROVAL UNIVERSITY OF KENTUCKY _______________________________________ Craig Locke / (859) 257-2964 _______________________________________ Director/Associate Director Date OFFICIAL SIGNATURE

______________________________________ Signature Date ______________________________________ Typed or Printed Name ______________________________________ Title




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SPECIAL CONDITIONS TERMINATION FOR CONVENIENCE Products With regard to products, the University of Kentucky, Purchasing Division, reserves the right to terminate all or part of this contract without cause, with a thirty (30) day written notice. Product orders may not be accepted (shipped and invoiced) by a contractor following the termination of the contract without approval from the Purchasing Division. Services With regard to services, the University of Kentucky, Purchasing Division, reserves the right to terminate all or part of this contract without cause, with a thirty (30) day written notice. Upon receipt by the contractor of “Notice of Termination”, the contractor shall discontinue all services with respect to the applicable agreement. The cost of any agreed upon services provided by the contractor will be calculated at the agreed upon rate prior to the Notice of Termination. SERVICE POLICIES A copy of the contractor’s Return/Refund and Minimum Order Policy has been included with the IFB response and is incorporated into this contract. CONTRACTOR REPRESENTATION The contractor must have adequate representation to accommodate the University account. Contract representative(s) will have the responsibility to call on the Purchasing Division and other University departments to resolve invoice discrepancies and other problems that may occur. The above responsibilities will be on an as-needed basis unless otherwise specified. PROCUREMENT CARD PROGRAM The contractor agrees to accept Master Card or Visa for payment of goods and services. CONTRACT LIMITATIONS The University of Kentucky reserves the right to utilize state, KEPC or GSA contracts and/or to solicit competitive bids for items covered under this Price Contract when it is in the best interest of the University to do so. This price contract is not intended to preclude the purchase of similar products when requested by various departments.


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CONTRACTOR REPORTS It is responsibility the contractor to supply line item usage reports to the Purchasing Division on a quarterly basis. The Purchasing Division reserves the right to request other reports which are pertinent to the University of Kentucky. The contractor and/or their authorized representative(s) will be responsible for the reports being delivered at the appropriate time. ITEM ADDITIONS TO CONTRACT The University of Kentucky reserves the right to add related items to this price contract. EXTENDED PRICING The contractor agrees to extend pricing to other state universities within the Commonwealth of Kentucky. ORDERING PROCEDURES Contract items will be ordered as required to meet departmental needs. QUANTITIES This price contract shall have no guarantee of any specific quantity. The University will be obligated to purchase only that quantity needed during the term of the price contract or any extensions thereof. PRICE LISTS The contractor will furnish complete product catalog binders with current price lists to four (4) University departments. The contractor will supply more if so requested. Updates on products and prices must be sent to each of these departments as they occur. PRICE ADJUSTMENTS Price Increases Any request for price changes must be received in the Purchasing Division in writing forty-five (45) calendar days prior to the end of the current contract period. Any price changes must be substantiated by firm proof that conditions have changed in the industry. Upon review of said documentation and the consent of the University of Kentucky, and upon written notification from the University, the requested price changes shall become effective. Upon approval of the price increase by the Purchasing Division, prices shall remain firm for the length of the contract period. Only one (1) new manufacturer’s price list will be accepted for a contract per renewal period.


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Original quoted discounts from manufacturer’s list price must remain the same throughout the life of the contract. Price Decreases The contract prices shall be reduced to reflect any industry wide price decreases. The contractor is required to furnish the Purchasing Division with notice of any price decreases as soon as such information is available. Special Prices This price contract will not preclude the University from accepting special price considerations when offered by the contractor due to quantity, seasonal, or promotional inducements. PREVAILING WAGE RATES TO BE PAID TO INSTALLERS There will be occasional projects which will require the payment of prevailing wage rates to workers completing installation of furniture purchased. These situations will occur on capital projects which have a scope exceeding $250,000. The wage rate that must be paid will be that prevailing wage rate determination assigned to the project in question. Prevailing wage rate determinations are established by the Kentucky Labor Cabinet and may change periodically. DELIVERY The contractor will clearly state the maximum calendar days required for delivery on each quotation issued to university departments. Delivery times must be specific and such phrases as “as required”, “as soon as possible” or “prompt” have no meaning. Delivery times quoted to complete an entire order must be realistic. Delivery in Arrears When delivery is not made as indicated by a quotation and the Purchasing Division has been properly notified by the using department, the Purchasing Division reserves the right to make a purchase on the open market, with all costs in excess of the contract price being charged back to the contractor. Any difference of monies will be deducted from the monies owed the contractor by the University. Failure on the part of the contractor to meet delivery dates shall also be cause for cancellation of the contract, removal from the University of Kentucky bid list, or both. Rejection of delivery A. Damaged Materials

When an order is received and found damaged, the contractor will be notified immediately concerning the course of action necessary to resolve the situation. Should replacement materials be required, said material will be replaced within ten (10) working days, unless there is just cause shown that this requirement cannot be met. A notice of disposition for damaged materials will also be required within ten (10) working days, or the University will dispose of, or return, said materials at their convenience.


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Over-shipments and Incorrect Materials

It is the responsibility of the contractor to initiate the movement of said materials from the University’s premises and send replacement materials within ten (10) working days, unless there is just cause shown that this requirement cannot be met. Failure by the University to receive disposition instructions will result in a collect-return shipment to the contractor. METHOD OF SHIPMENT All shipments shall be made in the method that is in the best interest of the University. All shipments shall be made in the standard manufacturer’s cartons, except in those instances where blanket wrapped shipments are feasible and expected. Each carton or blanket wrapped item should be clearly identified with manufacturer name and model number, user’s name and address, purchase order number, and “TAG” if requested on purchase order. All shipments are to be made in the quantities and time periods as stated on each order. Contractors are responsible for immediately notifying users of any deviations from the user’s order. FREIGHT AND FOB POINT Freight on all shipments shall be prepaid and the expense borne by the contractor(s). All items shall be shipped FOB Destination – Prepaid and Allowed. The contractor shall be fully responsible for all items while in transit. Any freight claims will be the responsibility of the contractor. Any damaged shipments will be rejected by the University of Kentucky and immediate notification given to the contractor. WARRANTY The manufacturer’s standard warranty shall apply. Warranty to become effective upon acceptance and installation of furniture commodities. FIRE RATING GUIDELINES The following fire rating guidelines must be met on contract furniture items. Contractor agrees to see that these guidelines are met on product specified. Upholstered Furniture Fabric must meet one of the following: • NFPA 260, NFPA 261, or California Technical Bulletin 133 General office furniture foam must meet one of the following: • NFPA 260, NFPA 261, or California Technical Bulletin 133 Public Lounge/Housing foam must meet one of the following: • NFPA 260, NFPA 261, or California Technical Bulletin 133 Unit as a whole must meet one of the following: • NFPA 260, NFPA 261, or California Technical Bulletin 133


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SPECIAL SERVICES Special services are required by various University of Kentucky departments and are to be included in price discounts as listed. The inability to provide said service will be cause for cancellation of contract. The contractor must be able to provide these services when requested. Failure to meet these requirements will lead to contract cancellation subject to a thirty (30) day written notice. For "delivered and installed" requirements, “delivered and installed with wage rate projects” requirements, “quick ship” requirements and/or "drop shipment" requirements the contractor must be able to provide the following services when requested: A. Provide on-site interior design services as needed to assist departments in determining their needs. Interior design services are to include, but not be limited to, space planning, selection of appropriate furnishings, written product pricing and specifications, and color/finish selections. B. Provide trained and knowledgeable sales people to assist departments with furniture needs, keep them informed of changes in the office environment, and to provide assistance after product is received with adjustments and use of new product as necessary. C. Ensure order entry and follow-up on orders with the manufacturers to guarantee on-time deliveries. D. Supply catalogs and price lists as needed by various University departments. Must also supply updates on catalogs and price lists as needed. It shall be the contractor’s responsibility to keep the Purchasing Division’s catalogs and price lists current. E. Furnish samples to various departments for major projects, at no charge, for their evaluation when requested. On "delivered and installed" requirements and “delivered and installed with wage rate projects” requirements the contractor must also be able to provide the following additional services: A. Have the ability and personnel to uncarton and install furniture as required. B. Coordinate installation on projects with appropriate personnel, which includes other contractors, University Capital Construction and Design, University Physical Plant, and the contact person(s) referenced on the order(s). C. Initiate follow-up procedures after installation to ensure customer satisfaction. D. Provide the service of receiving, warehousing, and re-delivering furniture when needed. This service shall include, but not be limited to, the following: 1. Have sufficient warehouse space to accommodate both large and small projects. Warehouse space would be at no additional charge to the University of Kentucky and be available for use up to thirty (30) days from the University’s confirmed delivery date.


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2. 3. 4.

Be able to adequately insure stored product and provide proof of insurance on all items warehoused. Be able to inspect ordered product for damage and certify that the correct merchandise was shipped and received. If the contractor is unable to deliver a shipment and must warehouse for more than a two (2) week period due to the University's error, the using department will then agree to authorize partial payments. Ninety (90) percent of the total shipment will be paid when the shipment is received and warehoused by the contractor. The remaining ten (10%) percent will be paid upon completed delivery and installation.

E. Delivered and installed orders are based on regular working hours 8:00 a.m. to 5:00 p.m. Monday through Friday. If additional hours are required, the University designer or ordering department must approve any additional charges. INDEMNIFICATION The contractor shall indemnify, hold and save harmless the University, its affiliates and subsidiaries and their officers, agents and employees from losses, claims, suits, actions, expenses, damages, costs (including attorney fees of attorneys of the University’s choice and court costs), expenses, all liability of any nature or kind arising out of or relating to this price contract or its performance or failure to perform under the contract awarded. This clause shall survive termination for as long as necessary to protect the University. ATTORNEY’S FEES In the event that either party deems it necessary to take legal action to enforce any provision of the contract, and in the event the University prevails, the contractor agrees to pay all expenses of such action, including attorneys' fees and costs at all stages of litigation. GOVERNING LAW The contractor shall conform to and observe all laws, ordinances, rules and regulations of the United States of America, Commonwealth of Kentucky, and all other local governments, public authorities, boards or offices relating to the Property or the improvements upon same, or the use thereof, and will not permit the same to be used for any illegal or immoral purposes, business or occupation. This contract shall be governed by Kentucky Law and any claim relating to this contract shall only be brought in the Franklin Circuit Court in Accordance with KRS 45A-245. INSURANCE The contractor shall procure and maintain, at its expense, the following minimum insurance coverages insuring all services, work activities and contractual obligations undertaken in this contract. These insurance policies must be with insurers acceptable to the University. COVERAGES Workers’ Compensation LIMITS Statutory Requirements (Kentucky)


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Employer’s Liability Commercial General Liability, including operations/ completed operations, products, and contractual liability (including defense and investigation costs) including this contract. Business Automobile Liability, covering owned, leased, or nonowned autos

$500,000/$500,000/$500,000 $1,000,000 each occurrence (BI & PD combined) $2,000,000 Products and Completed Operations Aggregate

$1,000,000 each occurrence (BI & PD combined)

The contractor agrees to furnish Certificates of Insurance for the above described coverages and limits to the University of Kentucky Purchasing Division. The University, its trustees and employees must be added as Additional Insured on the Commercial General Liability policy with regards to the scope of the contract. Any deductibles or self-insured retention in the abovedescribed policies must be paid and are the sole responsibility of the contractor. Coverage is to be primary and non-contributory with other coverage, if any, purchased by the University. All of these required policies must include a Waiver of Subrogation, except Workers’ Compensation, in favor of the University, its trustees and employees. INVOICING AND PAYMENT PROCEDURES The contractor is to submit proper invoices to the address shown on each purchase order. The following items are to be included on each invoice: a. b. c. d. Purchase Order Number Ship-to-Address Catalog number Item Cost as stipulated by contract

Payment will be made as each shipment is completed and invoiced. Each contractor will be required to include the purchase order number on the invoice that was assigned when the request for shipment was made. Failure to properly invoice will cause undue delay in payment and may be cause for cancellation of contract. PROMPT PAYMENT DISCOUNTS In the event the contractor offers prompt payment discount, the date the order is completed will be used to compute all such discounts.

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