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 (3RD QUARTER)

AT THE END OF THE THIRD (3RD) QUARTER OF THE CONTRACT TERM, THE
VENDOR/CONTRACTOR SHALL FURNISH THE PURCHASING DIVISION A REPORT OF
THE TOTAL MONETARY VALUE OF ORDERS RECEIVED AND SHIPMENTS MADE. IF
REQUESTED TO DO SO, THE VENDOR/CONTRACTOR WILL BE REQUIRED TO FURNISH
DEPARTMENT OF GENERAL SERVICES, PURCHASING DIVISION, WITH A SUMMARY
BY ITEM OF THE TOTAL PURCHASES MADE UNDER THE CONTRACT.

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.

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 PUBLIC ACTS OF 2006, CHAPTER NUMBER 878, OF THE
STATE OF TENNESSEE, 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.

THE CONTRACTOR HEREBY ATTESTS, CERTIFIES, WARRANTS, AND ASSURES THAT
THE CONTRACTOR SHALL NOT KNOWINGLY UTILIZE THE SERVICES OF AN ILLEGAL
IMMIGRANT IN THE PERFORMANCE OF THIS CONTRACT AND SHALL NOT
KNOWINGLY UTILIZE THE SERVICES OF ANY SUBCONTRACTOR WHO WILL UTILIZE
THE SERVICES OF AN ILLEGAL IMMIGRANT IN THE PERFORMANCE OF THIS
CONTRACT. THE CONTRACTOR SHALL REAFFIRM THIS ATTESTATION, IN WRITING,
BY SUBMITTING TO THE STATE A COMPLETED AND SIGNED COPY OF THE
DOCUMENT AS ATTACHMENT 1, SEMI-ANNUALLY DURING THE PERIOD OF THIS
CONTRACT. SUCH ATTESTATIONS SHALL BE MAINTAINED BY THE CONTRACTOR
AND MADE AVAILABLE TO STATE OFFICIALS UPON REQUEST.

PRIOR TO THE USE OF ANY SUBCONTRACTOR IN THE PERFORMANCE OF THIS
CONTRACT, AND SEMI ANNUALLY THEREAFTER, DURING THE PERIOD OF THIS
CONTRACT, THE CONTRACTOR SHALL OBTAIN AND RETAIN A CURRENT, WRITTEN
ATTESTATION THAT THE SUBCONTRACTOR SHALL NOT KNOWINGLY UTILIZE THE
SERVICES OF AN ILLEGAL IMMIGRANT TO PERFORM WORK RELATIVE TO THIS
CONTRACT AND SHALL NOT KNOWINGLY UTILIZE THE SERVICES OF ANY SUB-
CONTRACTOR WHO WILL UTILIZE THE SERVICES OF AN ILLEGAL IMMIGRANT TO
PERFORM WORK RELATIVE TO THIS CONTRACT. ATTESTATIONS OBTAINED FROM
SUCH SUBCONTRACTORS SHALL BE MAINTAINED BY THE CONTRACTOR AND MADE
AVAILABLE TO STATE OFFICIALS UPON REQUEST.

THE CONTRACTOR SHALL MAINTAIN RECORDS FOR ALL PERSONNEL USED IN THE
PERFORMANCE OF THIS CONTRACT. SAID RECORDS SHALL BE SUBJECT TO
REVIEW AND RANDOM INSPECTION AT ANY REASONABLE TIME UPON REASONABLE
NOTICE BY THE STATE.

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 PERIOD OF ONE YEAR AFTER A CONTRACTOR IS DISCOVERED TO
HAVE KNOWINGLY USED THE SERVICES OF ILLEGAL IMMIGRANTS DURING 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.

BY BIDDER SIGNATURE IN BOX 23 ON THE FACE OF THIS DOCUMENT, THE
CONTRACTOR, DOES HEREBY ATTEST, CERTIFY, WARRANT, AND ASSURE THAT THE
CONTRACTOR SHALL NOT KNOWINGLY UTILIZE THE SERVICES OF AN ILLEGAL
IMMIGRANT IN THE PERFORMANCE OF THIS CONTRACT AND SHALL NOT KNOWINGLY
UTILIZE THE SERVICES OF ANY SUBCONTRACTOR WHO WILL UTILIZE THE SERVICE
OF AN ILLEGAL IMMIGRANT IN THE PERFORMANCE OF THIS 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.