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 - 2 - 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 (DAYS)

ALL ITEMS MUST BE DELIVERED WITHIN APPROXIMATELY - 14 - DAYS AFTER
RECEIPT OF A PURCHASE ORDER.

MINIMUM ORDER (EXEMPTION)

INDIVIDUAL ORDERS FOR LESS THAN $100.00 (ONE HUNDRED DOLLARS)
ARE EXEMPT FROM PURCHASE FROM THIS CONTRACT.
USER AGENCIES WILL PURCHASE BY APPLICABLE PURCHASING PROCEDURES.

FREIGHT F.O.B. STATE AND LOCAL GOVERNMENT AGENCIES

ALL QUOTATIONS SHALL BE F.O.B. DESTINATION. THE TERM F.O.B.
DESTINATION SHALL MEAN DELIVERED AND UNLOADED ONTO THE RECEIVING DOCK
OF ANY STATE AGENCY AND, WHEN APPLICABLE, ANY LOCAL GOVERNMENT AGENCY
OR AUTHORIZED CORPORATION WITHIN THE STATE OF TENNESSEE, WITH ALL
CHARGES FOR TRANSPORTATION AND UNLOADING PREPAID BY THE
VENDOR/CONTRACTOR.

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.
REPORTS - QUARTERLY

THE SUCCESSFUL BIDDER SHALL BE REQUIRED TO SUBMIT QUARTERLY REPORTS
IN EXCEL FORMAT TO THE PURCHASING AGENT LISTED ON THE AWARDED
CONTRACT. THE QUARTERLY REPORTS WILL PROVIDE STATISTICAL DATA ON ALL
PURCHASES MADE FROM THE AWARDED CONTRACT BY STATE AGENCIES. IF THE
BIDDER EXTENDED THE BID OFFER TO LOCAL GOVERNMENTS AND AUTHORIZED
NON-PROFIT AGENCIES, THE QUARTERLY REPORTS WILL ALSO PROVIDE
STATISTICAL DATA ON ALL PURCHASES MADE FROM THE AWARDED CONTRACT BY
LOCAL GOVERNMENT UNITS AND AUTHORIZED NON-PROFIT AGENCIES PURSUANT TO
THE APPLICABLE TERM LOCATED IN THE INVITATION TO BID DOCUMENT TITLED
"PURCHASES BY LOCAL GOVERNMENT AND AUTHORIZED NON-PROFIT AGENCIES."

THE REPORT IS TO BE DETAILED, BROKEN DOWN BY LINE ITEM AND INCLUDE THE
FOLLOWING DATA:

1) CONTRACT NUMBER
2) AGENCY OR LOCAL GOVERNMENT UNIT OR NON-PROFIT AGENCY
3) CONTRACT LINE ITEM NUMBER
4) COMMODITY DESCRIPTION
5) LINE ITEM QUANTITY PURCHASED EACH QUARTER FOR EACH INDIVIDUAL
AGENCY, GOVERNMENTAL UNIT OR NON-PROFIT AGENCY.
6) LINE ITEM DOLLAR AMOUNT (VOLUME) PURCHASED EACH QUARTER FOR EACH
INDIVIDUAL AGENCY, GOVERNMENTAL UNIT OR NON-PROFIT AGENCY.
7) LINE ITEM QUANTITY PURCHASED TO DATE FOR EACH INDIVIDUAL AGENCY,
GOVERNMENTAL UNIT OR NON-PROFIT AGENCY.
8) LINE ITEM DOLLAR AMOUNT (VOLUME) PURCHASED TO DATE FOR EACH
INDIVIDUAL AGENCY, GOVERNMENTAL UNIT OR NON-PROFIT AGENCY.
9) SUB TOTALS FOR EACH CATEGORY ABOVE
10) GRAND TOTALS FOR EACH CATEGORY ABOVE.

SINGLE AWARD

A SINGLE CONTRACT FOR ALL ITEMS LISTED WILL BE AWARDED TO THE LOWEST
RESPONSIVE AND RESPONSIBLE BIDDER WHOSE BID MEETS THE REQUIREMENTS AND
CRITERIA SET FORTH IN THE INVITATION TO BID. BIDDER MUST BID ALL
ITEMS TO BE CONSIDERED FOR AN AWARD.

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.

STATE CONTRACT ADMINISTRATOR

QUESTIONS OR PROBLEMS ARISING FROM BID PROCEDURES OR SUBSEQUENT ORDER
AND DELIVERY PROCEDURES SHOULD BE DIRECTED TO:

STATE OF TENNESSEE
DEPARTMENT OF GENERAL SERVICES, PURCHASING DIVISION
3RD FLOOR WILLIAM R. SNODGRASS TN TOWER
NASHVILLE, TN 37243-0557

TO THE ATTENTION OF THE BUYER LISTED ON THE FACE OF THE
INVITATION TO BID.