F.O.B. DESTINATION (STATEWIDE CONTRACT)

F.O.B. DESTINATION FOR SHIPMENT TO:

ALL STATE AGENCIES, LOCAL GOVERNMENT AGENCIES AND AUTHORIZED
NON-PROFIT ENTERPRISES LOCATED WITHIN THE STATE OF TENNESSEE.

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.)

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.

BIDS REQUESTED ON STANDARD STATE SPECIFICATIONS

UNIT PRICE BIDS ARE REQUESTED ON PRODUCTS OR SERVICES THAT EQUAL OR
EXCEED THE SPECIFICATIONS LISTED. THE ABSENCE OF DETAILED
SPECIFICATIONS OR THE OMISSION OF DETAIL DESCRIPTION SHALL BE
RECOGNIZED AS MEANING THAT ONLY THE BEST COMMERCIAL PRACTICES ARE TO
PREVAIL AND THAT ONLY FIRST QUALITY MATERIALS AND WORKMANSHIP ARE TO
BE USED. ALL INTERPRETATIONS OF SPECIFICATIONS SHALL BE MADE FROM
THIS STATEMENT. IT IS UNDERSTOOD THAT THE SPECIFICATIONS OR
REFERENCES TO AVAILABLE SPECIFICATIONS SHALL BE SUFFICIENT TO MAKE THE
TERMS OF SUCH SPECIFICATIONS BINDING ON THE VENDOR/CONTRACTOR.
BIDDERS MUST SUBMIT FOR BID EVALUATION APPLICABLE CUTS, SKETCHES,
DESCRIPTIVE LITERATURE, AND TECHNICAL SPECIFICATIONS COVERING THE
PRODUCT OFFERED, WHEN APPLICABLE. REFERENCE TO LITERATURE SUBMITTED
PREVIOUSLY WILL NOT SATISFY THIS REQUIREMENT.

DELIVERY TIME (DAYS)

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

FIXED BID PRICE FOR CONTRACT PERIOD (NO PRICE INCREASE ALLOWED)

BID PRICES MUST BE FIXED FOR THE TERM OF THE CONTRACT, 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.

REPORTS - SEMI-ANNUAL

THE SUCCESSFUL BIDDER SHALL BE REQUIRED TO SUBMIT SEMI-ANNUAL REPORTS
IN EXCEL FORMAT TO THE PURCHASING AGENT LISTED ON THE AWARDED
CONTRACT. THE SEMI-ANNUAL 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 SEMI-ANNUAL 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 SEMI-ANNUALLY FOR EACH INDIVIDUAL
AGENCY, GOVERNMENTAL UNIT OR NON-PROFIT AGENCY.
6) LINE ITEM DOLLAR AMOUNT (VOLUME) PURCHASED SEMI-ANNUALLY 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.

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
312 ROSA L. PARKS AVENUE
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.

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.

PROHIBITION OF ILLEGAL IMMIGRANTS

THE REQUIREMENTS OF STATE OF TENNESSEE'S PUBLIC ACTS, 2006, CHAPTER
NUMBER 878 AND EXECUTIVE ORDER 41 ADDRESSING THE USE OF ILLEGAL
IMMIGRANTS IN THE PERFORMANCE OF ANY CONTRACT TO SUPPLY GOODS OR
SERVICES TO THE STATE OF TENNESSEE, SHALL BE A MATERIAL PROVISION OF
THIS CONTRACT, A BREACH OF WHICH SHALL BE GROUNDS FOR MONETARY AND
OTHER PENALTIES, UP TO AND INCLUDING TERMINATION OF THIS CONTRACT.


AS REQUIRED BY PUBLIC ACTS, 2006, CHAPTER NUMBER 878, NO PERSON MAY
ENTER INTO A CONTRACT TO SUPPLY GOODS OR SERVICES TO THE STATE WITH-
OUT FIRST ATTESTING IN WRITING THAT THE PERSON WILL NOT KNOWINGLY
UTILIZE THE SERVICES OF ILLEGAL IMMIGRANTS IN THE PERFORMANCE OF THIS
CONTRACT, AND WILL NOT KNOWINGLY UTILIZE THE SERVICES OF ANY
SUBCONTRACTOR WHO WILL UTILIZE THE SERVICES OF ILLEGAL IMMIGRANTS IN
THE PERFORMANCE OF THIS CONTRACT. FOR PURPOSES OF THIS CONTRACT,
"ILLEGAL IMMIGRANT" SHALL BE DEFINED AS ANY PERSON WHO IS NOT
EITHER A UNITED STATES CITIZEN, A LAWFUL PERMANENT RESIDENT, OR A
PERSON WHOSE PHYSICAL PRESENCE IN THE UNITED STATES IS
AUTHORIZED OR ALLOWED BY THE DEPARTMENT OF HOMELAND SECURITY AND WHO,
UNDER FEDERAL IMMIGRATION LAWS AND/OR REGULATIONS, IS AUTHORIZED TO
BE EMPLOYED IN THE U.S. OR IS OTHERWISE AUTHORIZED TO
PROVIDE SERVICES UNDER THE CONTRACT. THE CONTRACTOR HEREBY ATTESTS,
CERTIFIES, WARRANTS, AND ASSURES THAT IT SHALL COMPLY WITH THIS TERM
AND CONDITION FOR THE ENTIRE CONTRACT PERIOD.

THE CONTRACTOR UNDERSTANDS AND AGREES THAT FAILURE TO COMPLY WITH
THIS SECTION WILL BE SUBJECT TO THE SANCTIONS OF PUBLIC CHAPTER 878
OF 2006 FOR ACTS OR OMISSIONS OCCURRING AFTER ITS EFFECTIVE DATE. THIS
LAW REQUIRES THE COMMISSIONER OF FINANCE AND ADMINISTRATION TO
PROHIBIT A CONTRACTOR FROM CONTRACTING WITH, OR SUBMITTING AN OFFER,
PROPOSAL, OR BID TO CONTRACT WITH THE STATE OF TENNESSEE TO SUPPLY
GOODS OR SERVICES FOR A YEAR AFTER A CONTRACTOR IS DISCOVERED TO
HAVE KNOWINGLY USED THE SERVICES OF ILLEGAL IMMIGRANTS DURING THE
PERFORMANCE OF THIS CONTRACT. THE CONTRACTOR MAY APPEAL THE
IMPOSITION OF THE ONE-YEAR PROHIBITION BY UTILIZING AN APPEALS
PROCESS ESTABLISHED BY THE COMMISSIONER OF FINANCE AND ADMINISTRATION.

AS PER EXECUTIVE ORDER 41, THE CONTRACTOR SHALL BE REQUIRED TO SUBMIT
SEMI-ANNUAL ATTESTATION FORMS AND OBTAIN A SIGNED ATTESTATION FORM
FROM ANY SUBCONTRACTOR PRIOR TO THE USE OF THE SUBCONTRACTOR AND SEMI-
ANNUALLY THEREAFTER DURING THE CONTRACT PERIOD. THE RECORDS SHALL BE
SUBJECT TO REVIEW AND RANDOM INSPECTION AT ANY REASONABLE TIME UPON
REASONABLE NOTICE BY THE STATE. RECORDS SHALL INCLUDE BUT ARE NOT
LIMITED TO THE FOLLOWING:
1.) DOCUMENTATION ON CONTRACTORS' EMPLOYEES AND SUBCONTRACTOR
PERSONNEL WORKING ON THIS CONTRACT SHOWING THAT THEY ARE LEGAL
TO WORK IN THE UNITED STATES AND PAYROLL RECORDS.
2.) SIGNED AND DATED ATTESTATION FORMS FOR YOUR COMPANY THAT HAVE
BEEN SUBMITTED TO THE PURCHASING DIVISION AND ATTESTATION FORMS
OBTAINED FROM SUBCONTRACTOR(S).

NOTE: THE CONTRACTOR SHALL BE REQUIRED TO OBTAIN PRIOR APPROVAL TO
SUBCONTRACT FROM THE DEPUTY COMMISSIONER OF GENERAL SERVICES,
PURCHASING DIVISION.

BY AUTHORIZED SIGNATURE ON THIS INVITATION TO BID THE CONTRACTOR
CONSTITUTES SIGNING THE ATTESTATION FORM FOR THE INITIAL SIX (6)
MONTHS OF THE CONTRACT PERIOD. THE CONTRACTOR SHALL BE REQUIRED
TO SUBMIT SIGNED ATTESTATION FORMS ON A SEMI-ANNUAL BASIS FROM THE
START DATE OF THE CONTRACT PERIOD THROUGH TO ITS COMPLETION DATE TO
THE PURCHASING DIVISION. THE ATTESTATION FORM IS LOCATED ON THE
PURCHASING DIVISION WEBSITE: WWW.STATE.TN.US/GENERALSERV/PURCHASING
IN THE EVENT THAT THE CONTRACTOR FAILS TO SUBMIT THE ATTESTATION FORM,
FILLED OUT, DATED AND SIGNED, BY THE END OF ANY SIX MONTH CONTRACT
INTERVAL, THE CONTRACTOR SHALL BE NOTIFIED IN WRITING OF THE
REQUIREMENT TO SUBMIT THE ATTESTATION FORM WITHIN SEVEN (7) CALENDAR
DAYS; FAILURE TO SUBMIT THE ATTESTATION FORM WITHIN THE REQUIRED TIME
FRAME MAY RESULT IN THE CANCELLATION OF THE CONTRACT.
SPECIFICATIONS GOVERN OVER BRAND NAMES LISTED

THE ACCEPTABLE BRANDS AND MODEL NUMBERS ARE BELIEVED TO MEET ALL
WRITTEN SPECIFICATIONS. HOWEVER, IF AN ERROR EXISTS, THE
DEFINITIVE SPECIFICATIONS WILL GOVERN.