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) 0PTIONS 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.

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.

INSURANCE

THE CONTRACTOR SHALL PROCURE AND MAINTAIN FOR THE DURATION OF THE
CONTRACT, AT HIS/HER OWN COST AND EXPENSE INSURANCE AGAINST CLAIMS FOR
INJURIES TO PERSONS OR DAMAGES TO PROPERTY INCLUDING CONTRACTUAL
LIABILITY WHICH, MAY ARISE IN CONNECTION WITH THE PERFORMANCE OF THE
WORK PERFORMED BY THE CONTRACTOR, HIS AGENTS, REPRESENTATIVES,
EMPLOYEES OR SUBCONTRACTORS UNDER THE CONTRACT.

THE INSURANCE CARRIER(S) MUST BE LICENSED TO CONDUCT BUSINESS IN THE
STATE OF TENNESSEE. THE INSURANCE WILL BE EVIDENCED BY AN ORIGINAL OR
.PDF FORMAT DOCUMENT CERTIFICATE OF INSURANCE. THE CERTIFICATE SHALL
INCLUDE WORDING WHICH STATES THE PURCHASING DIVISION WILL BE NOTIFIED
THIRTY (30) DAYS PRIOR TO CANCELLATION OF THE COVERAGE OR A MAJOR
CHANGE IN THE COVERAGE PROVIDED. THE STATE OF TENNESSEE SHALL BE HELD
HARMLESS FOR ANY INJURIES, CLAIMS OR JUDGEMENTS AGAINST THE
CONTRACTOR.

CERTIFICATES FOR LIABILITY COVERAGES SHALL NAME THE STATE OF TENNESSEE
PURCHASING DIVISION AS AN ADDITIONAL INSURED. COVERAGES REQUIRED ARE:

WORKERS' COMPENSATION: A CERTIFICATE SHALL BE PROVIDED WHICH
INDICATES THE CONTRACTOR PROVIDES WORKERS' COMPENSATION COVERAGE
IN COMPLIANCE WITH THE STATE LAWS OF TENNESSEE.

GENERAL LIABILITY AND PROPERTY DAMAGE COVERAGE SHALL BE FOR ALL
OPERATIONS UNDER THE PROPOSAL FOR AT LEAST $100,000.00 FOR ONE
PERSON AND $300,000.00 FOR EACH OCCURRENCE FOR BODILY INJURY OR
DEATH; AND FOR PROPERTY DAMAGE AT LEAST $100,000.00 FOR EACH
OCCURRENCE, PLUS COVERAGE FOR ANY EQUIPMENT BEING MOVED.

THE VENDOR TO PROVIDE THE PURCHASING DIVISION WITH AN ORIGINAL
CERTIFICATE OF INSURANCE OR .PDF FORMAT DOCUMENT AS PROOF OF INSURANCE
COVERAGE, AS STATED ABOVE, NAMING THE STATE OF TENNESSEE, PURCHASING
DIVISION AS ADDITIONAL INSURED, WITHIN TEN (10) WORKING DAYS AFTER
REQUEST. IF THE CERTIFICATE OF INSURANCE IS IN .PDF FORMAT, IT MUST BE
RECEIVED DIRECTLY FROM THE INSURANCE COMPANY.

INSPECTION

ALL MATERIALS, EQUIPMENT, AND SUPPLIES ARE SUBJECT TO INSPECTION AND
TESTING. ITEMS THAT DO NOT MEET SPECIFICATIONS WILL BE REJECTED.
FAILURE TO REJECT UPON RECEIPT DOES NOT RELIEVE THE CONTRACTOR OF
LIABILITY. WHEN SUBSEQUENT TESTS AFTER RECEIPT ARE CONDUCTED AND
WHEN SUCH TESTS REVEAL DAMAGE OR FAILURE TO MEET SPECIFICATIONS, THE
STATE MAY SEEK DAMAGES REGARDLESS OF WHETHER A PART OR ALL OF THE
MERCHANDISE HAS BEEN CONSUMED.

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.

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.

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.

SERVICE CONTRACTS: CONFLICT OF INTEREST

THE CONTRACTOR WARRANTS THAT NO PART OF THE TOTAL CONTRACT AMOUNT
SHALL BE PAID DIRECTLY OR INDIRECTLY TO AN EMPLOYEE OR OFFICIAL OF
THE STATE OF TENNESSEE AS WAGES, COMPENSATION, OR GIFTS IN EXCHANGE
FOR ACTING AS AN OFFICER, AGENT, EMPLOYEE, SUBCONTRACTOR, OR
CONSULTANT TO THE CONTRACTOR IN CONNECTION WITH ANY WORK CONTEMPLATED
OR PERFORMED RELATIVE TO THIS CONTRACT.


PRICE QUOTED, LINES 1 - 24, SHALL BE ENCLUSIVE OF ALL EXPENSES
INCURRED BY VENDOR, A COMPLETE TELEPROMTER SYSTEM WITH OPERATOR
WITH ALL SPECIFICATIONS LISTED BELOW.


(SCOPE OF SERVICE)

VENDOR SHALL PROVIDE ALL LABOR, MATERIALS AND
EQUIPMENT TO PERFORM TELEPROMPTER SERVICES TO ALL AGENCIES
IN LOCATIONS THROUGHOUT THE FOUR REGION OF THE STATE
OF TENNESSEE.

AWARD MADE BY REGIONS, SEE REGIONAL MAP ENCLOSED IN SOLICITATION


SPECIFICATIONS REQUIREMENTS AND RESPONSIBILITIES:

(GENERAL REQUIREMENTS)

THE OMISSION OF DETAILED SPECIFICATIONS DOES NOT LIMIT
THE QUALITY OF SERVICES TO BE PROVIDED AND ONLY THE BEST
COMMERCIAL PRACTICES ARE ACCEPTABLE.

-- THE VENDOR AWARDED THIS CONTRACT SHALL HAVE AN
ADEQUATE SERVICE ORGANIZATION FOR WHICH THE BID IS APPLICABLE.
CONTRACTOR'S SERVICE STAFF SHALL HAVE THE ABILITY TO RECEIVE
CALLS AND DISPATCH SERVICE PERSONNEL AND EQUIPMENT UPON
REQUEST.

-- THE VENDOR SHALL PROVIDE CONTACT INFORMATION AS FOLLOWS:

CONTACT PERSON: ____________________

CONTACT PHONE NUMBER ____________________

EMERGENCY PHONE # ____________________

CELL PHONE # ____________________

EMAIL ADDRESS ____________________


(SPECIFICATIONS AND SPECIAL REQUIREMENTS:)

1) VENDOR SHALL PROVIDE A COMPLETE PRESIDENTIAL TELEPROMPTER SYSTEM
WITH EQUIPMENT OPERATOR.
SHALL INCLUDE BUT NOT LIMITED TO THE FOLLOWING:
ONE PAIR OF 17 INCH (MINIMUM) FLAT PANEL OR CRT SCREENS,
WITH POLES AND GLASS, COMPUTER, SOFTWARE AND OPERATOR PRESIDENTIAL
MONITOR SET UP, FOR SINGLE PODIUM WITH ALL NECESSARY CABLES, ADAPTORS,
AND EQUIPMENT FOR OPERATION OR "ALL" EQUIPMENT NECESSARY TO PERFORM
TELEPROMPTER SERVICE.

2) UPON REQUEST BY THE AGENCY VENDOR SHALL PROVIDE
EQUIPMENT AND OPERATOR TO BE MADE AVAILABLE FOR DEMONSTRATIONS,
PRACTICES AND PROGRAMMING AT NO ADDITIONAL COST TO THE STATE.

3) REGULAR VS PREMIUM TIME
REGULAR TIME: WORK PERFORMED BETWEEN 6:00 AM AND 6:00 PM,
MONDAY THRU FRIDAY.

"PREMIUM TIME", WORK TO BE PERFORMED DURING THE HOURS
6:01 PM TO 5:59 AM, MONDAY THRU FRIDAY, NIGHTS, WEEKENDS, HOLIDAYS.
PREMIUM TIME SHALL BE COORDINATED AND APPROVED BY THE
AGENCY REPRESENTATIVE AND WILL BE SUBJECT TO THE PREMIUM TIME HOURLY
RATES AS BID.

4) ALL VISITATIONS BY TELEPROMPTER OPERATOR SHALL BE LOGGED ON SITE
AS TO DATE AND TIME (I.E. TIME IN AND TIME OUT) BY AGENCY
RESPENTATIVE. IT IS REQUIRED THAT ALL VENDOR REPRESENTATIVES
PERSONALLY SIGN-IN AND SIGN-OUT TO VERIFY THEIR PRESENCE AND LENGTH OF
STAY AT THE FACILITY.

LABOR RATES BEGIN AT TIME OF SIGN-IN AND END AT TIME OF
SIGN-OUT. LABOR RATES ARE NOT APPLICABLE TO TRIP CHARGE.
TIME SPENT TRAVELING TO AND FROM JOB SITE CAN NOT BE
BILLED AS LABOR. LUNCH AND OTHER BREAKS ARE EXCLUDED.

5) ANY JOB REQUIRING MORE THAN ONE TELEPROMTER
OPERATOR MUST HAVE PRIOR APPROVAL OF THE AGENCY
REPRESENTATIVE OR HIS/HER DESIGNEE.

("EMERGENCY" AND "NON-EMERGENCY" SERVICES:)

THE CONTRACTOR SHALL PROVIDE FOR "EMERGENCY" AND "NON-EMERGENCY"
SERVICE TWENTY-FOUR (24) HOURS PER DAY, SEVEN (7) DAYS PER WEEK.
THE CONTRACTOR'S REPONSE TIME WILL COMMENSE UPON NOTIFICATION AND
AS FOLLOWS:

1. "NON-EMERGENCY" SERVICE SHALL BE REQUIRED ON-SITE WITHIN ONE
(1) WORKING DAY (I.E., 24 HOURS UPON NOTIFICATION) UNLESS
OTHERWISE INSTRUCTED BY THE AGENCY REPRESENTATIVE.

2. "EMERGENCY" SERVICES SHALL BE REQUIRED ON-SITE WITHIN (4)
HOURS UNLESS OTHERWISE INSTRUCTED BY THE AGENCY REPRESENTATIVE.

3) "TRIP CHARGES" ARE LIMITED TO A SINGLE CHARGE PER ROUND
TRIP OF TELEPROMPTER SERVICE, PER OCCURANCE.
RETURN TRIPS DUE TO INCOMPLETE WORK AND/OR SERVICE,
SHALL BE LIMITED TO A SINGLE TRIP CHARGE. A TRIP CHARGE
IS NOT APPLICABLE TO JOB ESTIMATES, BUT IS VALID FOR
TELEPROMTER SERVICE ONLY.
TRAVEL/TRANSPORTATION COSTS FOR JOB ESTIMATES
TECHNICAL ASSISTANCE ARE TO BE INCLUDED IN THE
PRICE AS BID FOR JOB ESTIMATES AND TECHNICAL ASSISTANCE.
THE HOURLY RATE FOR SERVICE CALLS
BEGINS WHEN THEY SIGN IN AT THE JOB SITE.