TERM OF CONTRACT

THE ANTICIPATED EFFECTIVE DATE AND EXPIRATION DATE OF THE CONTRACT ARE
SHOWN ON THE FRONT OF THIS SOLICITATION. IF AWARD HAS NOT BEEN MADE BY
THE ANTICIPATED EFFECTIVE DATE, THEN THE CONTRACT SHALL BECOME
EFFECTIVE UPON THE DATE THE BID IS ACCEPTED AND CONTRACT AWARDED BY
THE STATE, AS INDICATED BY THE PURCHASING AGENT'S SIGNATURE ON THE
CONTRACT NOTICE OF AWARD (NOTE: THE CHANGE OF EFFECTIVE DATE MAY NOT
RESULT IN A CHANGE OF THE ANTICIPATED EXPIRATION DATE.)

RENEWAL OPTIONS: THIS CONTRACT MAY BE RENEWED UPON SATISFACTORY
COMPLETION OF THE INITIAL CONTRACT TERM. THE STATE RESERVES THE RIGHT
TO EXECUTE UP TO _4_ OPTIONS TO RENEW THIS CONTRACT ANNUALLY UNDER THE
SAME TERMS AND CONDITIONS FOR A PERIOD NOT TO EXCEED 12 MONTHS EACH BY
THE STATE. IT IS MUTUALLY UNDERSTOOD AND AGREED THAT THE STATE'S
COMMITMENT IS LIMITED TO A BASE TERM CONTRACT, NOT TO EXCEED TWELVE
(12) MONTHS, WHICH IS SUBJECT TO RENEWAL ANNUALLY AT THE STATE'S SOLE
OPTION.

IT IS UNDERSTOOD AND AGREED THAT THE STATE RESERVES THE RIGHT TO
EXTEND THE TERM CONTRACT PERIOD RESULTING FROM THIS SOLICITATION AN
ADDITIONAL PERIOD OF TIME, NOT TO EXCEED 180 DAYS BEYOND THE NORMAL
EXPIRATION DATE OF SUCH CONTRACT, UPON MUTUAL WRITTEN AGREEMENT BY
BOTH PARTIES, UNDER THE SAME TERMS AND CONDITIONS. PROVIDED, HOWEVER,
IN NO EVENT SHALL THE MAXIMUM TERM OF A CONTRACT EXCEED A TOTAL OF
SIXTY (60) MONTHS.
DELIVERY TIME (ON-TIME)

THE CONTRACTOR SHALL BE REQUIRED TO MAINTAIN OR TO HAVE AVAILABLE FOR
HIS OWN USE PERSONNEL, EQUIPMENT, AND SUPPLIES SUFFICIENT TO PERFORM
"ON-TIME" AS SPECIFIED IN THIS INVITATION TO BID.

FIRM BID PRICE PERIOD (PRICE INCREASE ALLOWED AFTER TIMEFRAME)

PRICES QUOTED SHALL BE FIRM FOR ____365______ DAYS FOLLOWING THE DATE
OF THE AWARD, EXCEPT THE STATE SHALL BE ADVISED OF, AND RECEIVE THE
BENEFIT OF, ANY PRICE DECREASE IN EXCESS OF FIVE (5) PERCENT
AUTOMATICALLY. THE VENDOR/CONTRACTOR MUST PROVIDE WRITTEN PRICE
REDUCTION INFORMATION WITHIN TEN (10) DAYS OF ITS EFFECTIVE DATE.

FIRM BID PRICE PERIOD (PRICE INCREASE ALLOWED AFTER TIME FRAME)

PRICES QUOTED SHALL BE FIRM FOR _____ DAYS FOLLOWING THE DATE OF THE
AWARD, EXCEPT THE STATE SHALL BE ADVISED OF, AND RECEIVE THE BENEFIT
OF, ANY PRICE DECREASE IN EXCESS OF FIVE (5) PERCENT AUTOMATICALLY.
THE VENDOR/CONTRACTOR MUST PROVIDE WRITTEN PRICE REDUCTION INFORMATION
WITHIN TEN (10) DAYS OF ITS EFFECTIVE DATE.

REQUESTS FOR PRICE CHANGES BASED ON VENDOR/CONTRACTOR'S COST:

WRITTEN REQUESTS FOR PRICE CHANGES IN TERM CONTRACTS BASED ON VENDOR/
CONTRACTOR'S ACTUAL COST FOR OTHER THAN AN IMPOSED CHARGE BY FEDERAL,
STATE, COUNTY, OR CITY GOVERNMENT ENTITY AFTER THE FIRM PRICE PERIOD
SHALL BE SUBMITTED IN WRITING TO THE DEPARTMENT OF GENERAL SERVICES,
PURCHASING DIVISION. ANY INCREASE SHALL BE BASED ON THE CONTRACT
HOLDER'S ACTUAL COST INCREASE AND MAY NOT CONSTITUTE ADDITIONAL
PROFIT, AS SHOWN IN WRITTEN DOCUMENTATION SUCH AS INVOICES CLEARLY
DEMONSTRATING AN INCREASE IN COST COMPONENTS UPON WHICH ORIGINAL BID
OR LAST PRICE INCREASE WAS BASED, I.E. INVOICES FOR THE COST OF
MATERIALS, LABOR, DELIVERY, ETC., OR LABOR UNION AGREEMENTS FROM THE
START OF THE CONTRACT OR FIRM BID PRICE PERIOD AND CURRENT DATE AND/OR
A SIGNED LETTER FROM THE CONTRACT HOLDER'S SUPPLIER STATING THAT IT
HAS OR WILL BE IMPOSING A SPECIFIED DOLLAR AMOUNT OR A PERCENTAGE
INCREASE FOR ALL OF ITS CUSTOMERS. IF DOCUMENTATION IS FROM VENDOR/
CONTRACTOR'S SUPPLIER, VENDOR/CONTRACTOR MUST SHOW PROOF THAT IT HAS
TRIED TO OBTAIN THE GOODS FROM OTHER SUPPLIERS AND WAS UNABLE TO GET
IT AT ANY LOWER PRICE. ALL REQUESTS FOR PRICE INCREASES MUST BE
SUBMITTED IN WRITING.

IN ORDER FOR THE PURCHASING DIVISION TO APPROVE THE CONTRACT HOLDER'S
REQUEST FOR A PRICE INCREASE, ITS NEW BID PRICE(S) MUST STILL BE THE
LOW BID MEETING SPECIFICATIONS; THIS WILL BE DETERMINED BY USING THE
ORIGINAL EVALUATION MODEL WITH THE PRICES FROM THE NEW LIST PRICE.
IF THE CONTRACT HOLDER'S NEW BID PRICE IS HIGHER THAN THE NEXT LOW
BIDDER, PURCHASING DIVISION WILL EVALUATE THE NEXT LOW BID TO
DETERMINE IF IT MEETS SPECIFICATIONS AND IF SO, WILL ASK IF THE NEXT
LOW BIDDER IS WILLING TO HONOR ITS BID PRICES FOR POSSIBLE RE-AWARD.

IF THE NEXT LOW BIDDER AGREES TO HONOR ITS BID PRICE AND WILL HOLD IT
FOR THE FIRM BID PRICE PERIOD FOLLOWING AWARD, PURCHASING DIVISION
WILL APPRISE THE CONTRACT HOLDER OF THE SITUATION AND ASK IF IT WANTS
TO CONTINUE WITH ITS PRICE INCREASE REQUEST OR WITHDRAW ITS PRICE
INCREASE REQUEST. IF THE CONTRACT HOLDER STATES THAT IT WANTS TO
CONTINUE WITH ITS REQUEST FOR A PRICE INCREASE, PURCHASING DIVISION
WILL RECOMMEND CANCELLATION OF THE CONTRACT AND RE-AWARD TO THE NEXT
LOW BIDDER.

AT THE OPTION OF THE STATE, (1) REQUEST MAY BE GRANTED, (2) THE
CONTRACT MAY BE CANCELED AND AWARDED TO THE NEXT LOW BIDDER, (3)
THE CONTRACT MAY BE CANCELED AND THE COMMODITY/SERVICE BE READVERTISED
FOR AWARD, OR (4) CONTINUE THE CONTRACT WITHOUT CHANGE.
THE PURCHASING DIVISION WILL ACCEPT OR REJECT ALL SUCH WRITTEN
REQUESTS WITHIN FORTY-FIVE (45) WORKING DAYS OF THE DATE OF RECEIPT
OF COMPLETE AND VERIFIED DOCUMENTATION.

APPROVAL OF PRICE INCREASES

IF APPROVED, THE PURCHASING DIVISION WILL MODIFY THE CONTRACT TO
REFLECT THE APPROVED PRICE INCREASE, PRINT AND MAIL THE REVISED
CONTRACT. THE CONTRACT HOLDER SHALL HONOR ALL PURCHASE ORDERS
DATED PRIOR TO THE APPROVED PRICE INCREASE ACCEPTANCE DATE AT THE
ORIGINAL CONTRACT PRICE. APPROVAL OF ANY PRICE INCREASE RENEWS THE
FIRM PRICE PERIOD.

PRICE INCREASE REJECTION

WHEN THE STATE REJECTS A REQUEST FOR A PRICE INCREASE, THE CONTRACT
HOLDER WILL BE NOTIFIED IN WRITING OF THE STATE'S INTENTION PRIOR TO
THE FIRST OF THE FOLLOWING MONTH. IF THE CONTRACT IS TO BE CANCELED,
THE CONTRACT HOLDER WILL BE REQUIRED TO HONOR ALL PURCHASE ORDERS
THAT WERE PREPARED AND DATED PRIOR TO THE DATE OF THE TERMINATION,
IF RECEIVED BY THE CONTRACT HOLDER WITHIN A PERIOD OF THIRTY (30)
DAYS FOLLOWING THE DATE OF TERMINATION.
PURCHASE ORDER RELEASE (SWC)

ORDERS FOR SERVICES OR SUPPLIES THAT ARE INCLUDED ON STATEWIDE
CONTRACTS SHALL BE PREPARED BY AGENCIES ON DEPARTMENTAL PURCHASE
ORDERS AND FORWARDED DIRECTLY TO THE VENDOR/CONTRACTOR. THESE PURCHASE
ORDERS, WHEN RECEIVED BY THE VENDOR/CONTRACTOR, SERVE AS AUTHORIZATION
FOR SHIPMENT. ITEMS FROM DIFFERENT CONTRACTS MAY BE COMBINED ON A
SINGLE PURCHASE ORDER TO THE SAME VENDOR/CONTRACTOR TO MEET MINIMUM
ORDER REQUIREMENTS. LOCAL GOVERNMENT AGENCIES OR AUTHORIZED
CORPORATIONS, WHERE APPLICABLE, WILL ISSUE THEIR PURCHASE ORDER
RELEASES DIRECTLY TO THE VENDOR/CONTRACTOR(S).

BILLING INSTRUCTIONS
THE CONTRACTOR SHALL INVOICE THE STATE ONLY AFTER COMPLETION OF THE
WORK DESCRIBED IN THE PURCHASE ORDER/CONTRACT, AND AS REQUIRED BELOW
PRIOR TO ANY PAYMENT.

THE CONTRACTOR SHALL SUBMIT AN INVOICE, WITH ALL NECESSARY SUPPORTING
DOCUMENTATION, TO: STATE AGENCY BILLING ADDRESS

SUCH INVOICE SHALL CLEARLY AND ACCURATELY DETAIL THE FOLLOWING
REQUIRED INFORMATION.

INVOICE/REFERENCE NUMBER; (ASSIGNED BY THE CONTRACTOR)
INVOICE DATE;
CONTRACT AND/OR PURCHASE ORDER NUMBER; (ASSIGNED BY THE STATE)
ACCOUNT NAME; PROCURING STATE AGENCY AND DIVISION NAME
ACCOUNT/CUSTOMER NUMBER; (UNIQUELY ASSIGNED BY THE CONTRACTOR TO
THE ABOVE-REFERENCED ACCOUNT NAME;
CONTRACTOR NAME;
CONTRACTOR FEDERAL EMPLOYER IDENTIFICATION NUMBER OR SOCIAL
SECURITY NUMBER; (AS REFERENCED IN CONTRACT)
CONTRACTOR CONTACT (NAME, PHONE, AND/OR FAX FOR THE INDIVIDUAL TO
CONTACT WITH BILLING QUESTIONS);
CONTRACTOR REMITTANCE ADDRESS;
DESCRIPTION OF DELIVERED ITEM OR SERVICE; AND
TOTAL AMOUNT DUE FOR DELIVERED ITEM OR SERVICE.

THE CONTRACTOR UNDERSTANDS AND AGREES THAT THE INVOICE SHALL;

INCLUDE ONLY CHARGES FOR SERVICE DESCRIBED IN CONTRACT OR PURCHASE
ORDER AND IN ACCORDANCE WITH PAYMENT TERMS AND CONDITIONS SET FORTH
IN CONTRACT OR PURCHASE ORDER;

NOT INCLUDE ANY FUTURE WORK BUT WILL ONLY BE SUBMITTED FOR
COMPLETED SERVICE; AND

NOT INCLUDE SALES TAX OR SHIPPING CHARGES (UNLESS OTHERWISE
STIPULATED IN THE CONTRACT OR PURCHASE ORDER).

THE CONTRACTOR AGREES THAT TIMEFRAME FOR PAYMENT (AND ANY DISCOUNTS)
BEGINS WHEN THE STATE IS IN RECEIPT OF A CORRECT INVOICE MEETING THE
MINIMUM REQUIREMENTS ABOVE.

PAYMENT

IT SHALL BE THE RESPONSIBILITY OF THE "BILL TO" AGENCY TO MAKE
PAYMENT. ANY QUESTIONS CONCERNING PAYMENT SHOULD BE ADDRESSED TO THE
"BILL TO" AGENCY LISTED IN THE TOP, RIGHT SIDE OF THE PURCHASE ORDER,
NOT THE PURCHASING DIVISION.

CANCELLATION

TERMINATION FOR CONVENIENCE: THE STATE MAY TERMINATE THIS CONTRACT
WITHOUT CAUSE. SAID TERMINATION SHALL NOT BE DEEMED A BREACH OF
CONTRACT BY THE STATE. THE STATE SHALL GIVE THE VENDOR/CONTRACTOR AT
LEAST NINETY (90) DAYS WRITTEN NOTICE BEFORE THE EFFECTIVE CANCELATION
DATE.
THE VENDOR/CONTRACTOR SHALL BE ENTITLED TO RECEIVE COMPENSATION FOR
GOODS SHIPPED OR SERVICES SATISFACTORILY COMPLETED AS OF THE
CANCELATION DATE, BUT IN NO EVENT SHALL THE STATE BE LIABLE TO THE
VENDOR/CONTRACTOR FOR COMPENSATION FOR ANY GOODS OR SERVICES WHICH
HAVE NOT BEEN RENDERED.
UPON SUCH TERMINATION, THE VENDOR/CONTRACTOR SHALL HAVE NO RIGHT TO
ANY ACTUAL GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR ANY OTHER
CLAIMS WHATSOEVER OF ANY DESCRIPTION OR AMOUNT.

TERMINATION FOR CAUSE: IF THE VENDOR/CONTRACTOR FAILS TO FULFILL ITS
OBLIGATIONS UNDER THIS CONTRACT IN A TIMELY OR PROPER MANNER, OR IF
THE VENDOR/CONTRACTOR VIOLATES ANY TERMS OF THIS CONTRACT, THE STATE
SHALL HAVE THE RIGHT TO IMMEDIATELY TERMINATE THE CONTRACT UPON
WRITTEN NOTICE OF INTENT TO CANCEL. THE STATE SHALL HAVE THE RIGHT TO
WITHHOLD PAYMENT IN EXCESS OF FAIR COMPENSATION FOR COMPLETED
SERVICES. NOTWITHSTANDING THE ABOVE, THE CONTRACTOR SHALL NOT BE
RELIEVED OF LIABILITY TO THE STATE FOR DAMAGES SUSTAINED BY VIRTUE OF
ANY BREACH OF THIS CONTRACT BY THE CONTRACTOR.

AT THE END OF ANY FISCAL YEAR ANY CONTRACT MAY BE CANCELED BY THE
STATE WITHOUT NOTICE, IN THE EVENT THAT FUNDS TO SUPPORT THE CONTRACT
BECOME UNAVAILABLE.

THE VENDOR/CONTRACTOR WILL BE REQUIRED TO HONOR ALL PURCHASE ORDERS
THAT WERE PREPARED AND DATED PRIOR TO THE DATE OF THE TERMINATION, IF
RECEIVED BY THE VENDOR/CONTRACTOR WITHIN A PERIOD OF THIRTY (30) DAYS
FOLLOWING THE DATE OF TERMINATION.

SECURITY OF PROTECTED INFORMATION (A) ALL EMPLOYEES, AGENTS, AND
OTHER AFFILIATES OF CONTRACTORS UNDER THIS CONTRACT SHALL PROTECT THE
SECURITY OF INFORMATION IDENTIFIED TO THEM AS PROTECTED HEALTH
INFORMATION (PHI).

CONTRACTOR'S MANAGING AGENTS WHO ARE NOTIFIED BY THE STATE ABOUT THE
PRESENCE OF PHI IN FACILITIES COVERED BY THIS CONTRACT WILL TRANSMIT
SUCH NOTICE TO ALL EMPLOYEES, AGENTS, AND OTHER AFFILIATES OF THE CON-
TRACTOR ALLOWED ACCESS TO SUCH FACILITIES DURING THE COURSE OF THIS
CONTRACT.

(B) ALL INDIVIDUALS COVERED BY SECTION __(A) SHALL NOT READ, EXAMINE,
REMOVE, OR OTHERWISE INTERFERE WITH PHI. THEY SHALL NOT ALLOW ACCESS
TO PHI, OR DISCLOSE THE CONTENTS OF PHI, TO ANY OTHER PERSON. ALL
INDIVIDUALS WITH KNOWLEDGE OF AN UNAUTHORIZED DISCLOSURE OF PHI SHALL
NOTIFY EITHER AN APPROPRIATE STATE OFFICIAL OR A MANAGER OF THE CON-
TRACTOR WITH RESPONSIBILITY FOR NOTIFYING THE APPROPRIATE STATE
OFFICIAL.
SPECIFICATIONS:

1. VENDOR TO FURNISH ON-SITE SHREDDING SERVICE FOR ANY/ALL STATE
AGENCIES IN AREA(S) OF TENNESSEE AWARDED ON AN "AS NEEDED BASIS".
RESPONSE TIME TO BE 24 HOURS AFTER NOTIFICATION BY AGENCY.

NOTE: THIS IS STRICTLY AN ON-SITE SERVICE, NO OFF-SITE SHREDDING
SHALL BE ALLOWED FOR ANY REASON. FAILURE TO SHRED ON-SITE
(STATE FACILITY) MAY RESULT IN DEFAULT OF CONTRACT AND
SUBSEQUENT CANCELLATION OF CONTRACT.

2. VENDOR TO PROVIDE "CERTIFICATION OF DESTRUCTION" AT THE END
OF EACH SERVICE TO AGENCY REPRESENTATIVE.

3. VENDOR TO PROVIDE A SHREDDING PROCESS THAT WILL ENSURE THE
TOTAL DESTRUCTION OF ALL MATERIAL. PARTICAL CUT MAXIMUM WIDTH OF
THE SHORTEST DIMENSION TO BE 1 INCH AND MAXIMUM LONGEST
DIMENSION TO BE 2 INCHES

4. VENDOR SHALL PROVIDE AT NO ADDITIONAL COST, LOCKABLE CONSOLES
AND CONTAINERS TO ENSURE CONFIDENTIAL MATERIAL IS HELD SECURELY
UNTIL SHREDDED. QUANTITY OF CONSOLES & CONTAINERS PER AGENCY
LOCATION MAY CHANGE, VENDOR TO COORDINATE WITH AGENCY AS TO
QUANTITIES NEEDED PER LOCATION. CONTRACT VENDOR SHALL REPLACE
DAMAGED OR LOST CONSOLES OR CONTAINERS AT NO ADDITIONAL COST
TO THE STATE.

5. VENDOR TO USE SEALED INDUSTRIAL STRENGTH NYLON BAGS FOR
STORAGE AND TRANSPORTATION OF CONFIDENTIAL MATERIAL.

6. VENDOR, SHALL BE BONDED AND MUST EMPLOY BONDED, INSURED, & FULLY
UNIFORMED CUSTOMER SERVICE REPS. WITH NO PRIOR CRIMINAL RECORD.
VENDOR TO INCLUDE PROOF OF BONDING WITH BID.

7. VENDOR MUST USE SHREDDED PAPER FOR RECYCLING OF CONSUMER PRODUCTS
(I.E. PAPER TOWELS, CEREAL BOXES, ETC.) AND NOT FOR PACKING
MATERIAL.

8. VENDOR TO PROVIDE AN INVOICE WITH EACH SERVICE TO INCLUDE
THE RUNNING TOTAL OF THE WEIGHT OF PAPER RECYCLED.

9. VENDOR SHALL SHRED COMPUTER DISKS, TAPE, AND OTHER STORAGE
MEDIA.

10. SHREDDING MAY BE DONE FROM 8:00AM TO 4:30PM, MONDAY THROUGH
FRIDAY EXCEPT FOR STATE HOLIDAYS. CONTRACT VENDOR TO
COORDINATE WITH AGENCIES TO SCHEDULE ON-SITE SHREDDING
DATES/TIMES.

11. VENDOR WILL CHARGE FOR SHREDDING PER CONTAINER. THE PRICE IS TO
BE ALL INCLUSIVE FOR THE SERVICE, INCLUDING LOCKABLE CONTAINER
RENTAL, LABOR, AND TIME AT ONE LOCATION. IN THE EVENT THE
CONTAINER IS NOT FULL, THE VENDOR WILL PRORATE THE CHARGE
BASED ON THE PERCENTAGE OF THE CONTAINER IF FULL (1/4, 1/2, 3/4)

12. ITEMS ARE GROUPED AS FOLLOWS:
LINES 00001-00004 ARE FOR ALL COUNTIES IN EAST TENNESSEE.
LINES 00005-00008 ARE FOR ALL COUNTIES IN MIDDLE TENNESSEE.
LINES 00009-00012 ARE FOR ALL COUNTIES IN WEST TENNESSEE.
NOTE: SEE ATTACHED MAP FOR BREAKDOWN OF COUNTIES PER GROUP