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 THE 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 3 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.

ALL TERMS, CONDITIONS, REQUIREMENTS, ETC. CONTAINED IN THE
INVITATION TO BID APPLY EQUALLY TO THE ENTIRE TERM(S) OF THE
CONTRACT(S) ESTABLISHED UNDER THIS ITB, INCLUDING RENEWALS
THEREOF. ALL THEN-CURRENT SPECIFICATIONS AND TECHNICAL
REQUIREMENTS APPLY EQUALLY TO THE CONTRACTS ESTABLISHED UNDER
THIS ITB, WHETHER DURING THE INITIAL BID, DURING AN UPDATE OF
THE CONTRACT, OR AT ANY OTHER TIME DURING THE TERM OF THE
CONTRACT, INCLUDING RENEWALS THEREOF.
WARRANTY PERIOD AND REQUIREMENTS

A BIDDER WARRANTS THE EQUIPMENT BID AND/OR PROVIDED UNDER THE
CONTRACT(S) RESULTING FROM THIS ITB TO BE FREE OF DEFECTS FOR
THE GREATER OF THE MANUFACTURER'S STANDARD WARRANTY OR FORTY-
EIGHT (48) MONTHS, EXCEPT AS OTHERWISE SPECIFIED IN THIS ITB.
THIS WARRANTY MUST INCLUDE ON-SITE PARTS AND LABOR REPAIR OR
ON-SITE PARTS AND LABOR REPLACEMENT (INCLUDING INSTALLATION)
OF FAILED EQUIPMENT UNDER WARRANTY, PROVIDED BY THE CONTRACTOR
AND/OR THE MANUFACTURER AT THE STATE SITE AT WHICH THE FAILED
EQUIPMENT IS LOCATED, WITH NO ADDITIONAL COSTS FOR PARTS,
LABOR, TRAVEL, OR SHIPPING.
ON-SITE PARTS AND LABOR REPLACEMENT WARRANTY
(INCLUDING INSTALLATION) MAY BE EFFECTED, FOR ONLY ITEMS WHICH
ARE NOT DESKTOP SYSTEMS OR WHICH ARE NOT INSTALLED IN AND/OR
INTERNAL TO DESKTOP SYSTEMS AND WHICH WEIGH LESS THAN 20
POUNDS, BY SHIPPING A REPLACEMENT ITEM TO THE CUSTOMER SITE IN
A REUSABLE BOX, WITH PREPAID RETURN POSTAGE, SO THAT THE ITEM
ARRIVES WITHIN THE WARRANTY COMPLETION TIMES SPECIFIED IN THE
ITB.

A BIDDER WARRANTS THE SERVICES BID AND/OR PROVIDED UNDER THE
CONTRACT(S) RESULTING FROM THIS ITB TO BE FREE OF DEFECTS FOR
THE GREATER OF THE STANDARD WARRANTY FOR THESE SERVICES OR
NINETY (90) DAYS, EXCEPT AS OTHERWISE SPECIFIED IN THIS ITB. A
BIDDER WARRANTS THESE SERVICES TO MEET GENERALLY-ACCEPTED
PROFESSIONAL STANDARDS IN EFFECT AT THE TIME THE SERVICE IS
PROVIDED.
EXAMINATION/AUDIT OF BOOKS/RECORDS

THE STATE MAY, AT REASONABLE TIMES, EXAMINE/AUDIT THE BOOKS
AND/OR RECORDS OF ANY CONTRACTOR WHERE SUCH BOOKS AND/OR
RECORDS RELATE TO THE PERFORMANCE OF ANY CONTRACT OR
SUBCONTRACT WITH THE STATE. SUCH BOOKS AND RECORDS SHALL BE
KEPT IN CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES AND MAINTAINED BY THE CONTRACTOR OR SUB-CONTRACTOR
FOR A PERIOD OF THREE (3) YEARS FROM THE DATE OF FINAL PAYMENT
UNDER THE CONTRACT OR SUBCONTRACT. SAID EXAMINATION/AUDIT MAY
BE PERFORMED AT ANY REASONABLE TIME BY THE PURCHASING
DIVISION, THE COMPTROLLER OF THE TREASURY, OR THEIR DULY
APPOINTED REPRESENTATIVE(S).
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 USED.
DELIVERY TIME

ALL ITEMS ORDERED MUST BE DELIVERED WITHIN THIRTY (30)
CALENDAR DAYS AFTER RECEIPT OF THE PURCHASE ORDER (ARO). A
PENALTY OF 0.005 (ONE HALF OF ONE PER CENT) PER CALENDAR DAY,
APPLIED TO ITEMS NOT DELIVERED WITHIN 30 DAYS ARO, SHALL BE
ASSESSED BY THE STATE AGAINST ANY CONTRACTOR FOR LATE
DELIVERY, EXCEPT WHEN THE STATE DETERMINES THAT, BASED UPON
EVIDENCE SUBMITTED TO IT, THE LATE DELIVERY IS A DIRECT RESULT
OF A DOCUMENTED INDUSTRY-WIDE CONSTRAINT ON EQUIPMENT
AVAILABILITY AND WHEN THE CONTRACTOR ADVISES THE STATE WITHIN
FIFTEEN (15) DAYS OF RECEIPT OF THE PURCHASE ORDER THAT THIS
INDUSTRY-WIDE CONSTRAINT WILL CAUSE DELIVERY TO BE LATE. THE
PERIOD FOR WHICH PENALTIES SHALL BE CALCULATED WILL NOT EXCEED
180 CALENDAR DAYS. THIS PENALTY WILL BE DEDUCTED BY THE
ORDERING AGENCY FROM THE TOTAL PURCHASE ORDER AMOUNT DUE THE
CONTRACTOR.

PENALTIES FOR LATE DELIVERY, AS DESCRIBED ABOVE, BECOME
EFFECTIVE THIRTY (30) DAYS AFTER RECEIPT OF THE PURCHASE ORDER
(ARO). ONCE PENALTIES FOR ANY ORDER HAVE ACCRUED MORE THAN 30
DAYS, THE STATE MAY, AT ITS DISCRETION, FIND THE CONTRACTOR IN
DEFAULT AND CANCEL THE CONTRACT FOR CAUSE.

SHOULD THE STATE CANCEL THE CONTRACT, THE STATE MAY AWARD A
REPLACEMENT CONTRACT TO THE NEXT LOWEST BIDDER BIDDING
EQUIPMENT FROM THE MANUFACTURER(S) REPRESENTED ON THE CANCELED
CONTRACT IF THE BIDDER AGREES IN WRITING TO EXTEND HIS OR HER
PROPOSAL AT THE SAME PERCENTAGES ORIGINALLY BID. IF NO BIDDER
AGREES TO EXTEND HIS OR HER PROPOSAL, THE STATE MAY SOLICIT
ADDITIONAL BIDS TO MAINTAIN THE ORIGINAL INTENT OF THE
INVITATION TO BID.

ALL SERVICES ORDERED OR REQUIRED UNDER THIS CONTRACT MUST BE
DELIVERED AND/OR SUPPLIED WITHIN THE TIME FRAMES SPECIFIED IN
THIS INVITATION TO BID.

DELIVERY TIME -- CATASTROPHIC EVENTS

IF AN EVENT THAT CAUSES SEVERE OR WIDESPREAD DAMAGE TO OR LOSS
OF A SIGNIFICANT AMOUNT OF DESKTOP SYSTEMS IN THE POSSESSION
OF THE STATE OCCURS, OR IF AN EVENT THAT CAUSES THIS EQUIPMENT
TO BE UNUSABLE BY THE STATE OCCURS, THE STATE MAY ORDER,
UNDER 'CATASTROPHIC EVENTS CIRCUMSTANCES,' REPLACEMENT
DESKTOP SYSTEMS, MONITORS, AND PERIPHERALS UNDER ANY
CONTRACT ESTABLISHED UNDER THIS ITB. THE
CONTRACTOR IS NOT REQUIRED TO FULFILL THESE ORDERS UNDER
CATASTROPHIC EVENTS TIMETABLES IF THE EVENT AFFECTS THE
MANUFACTURER'S OR THE CONTRACTOR'S SUPPLY CHAIN OR
DISTRIBUTION/DELIVERY CHAIN. ALL ITEMS ORDERED UNDER THESE
CIRCUMSTANCES MUST BE DELIVERED WITHIN FOUR CALENDAR DAYS
AFTER RECEIPT OF THE PURCHASE ORDER (ARO), EXCEPT THAT NO MORE
THAN FIFTY (50) DESKTOP SYSTEMS MUST BE DELIVERED WITHIN FOUR
CALENDAR DAYS ARO. TO MEET THESE STRINGENT DELIVERY
REQUIREMENTS, THE CONTRACTOR AND/OR THE MANUFACTURER MUST MEET
THE REQUIREMENTS CONTAINED IN THE 'DELIVERY OF EQUIPMENT IN
RESPONSE TO CATASTROPHIC EVENTS' SECTION (SECTION 18) OF THE
PERFORMANCE REQUIREMENTS OF THIS ITB.
PURCHASE ORDER RELEASE (SWC)

ORDERS FOR PRODUCTS AND/OR SERVICES THAT ARE INCLUDED ON
STATEWIDE CONTRACTS SHALL BE PREPARED BY AGENCIES ON
DEPARTMENTAL PURCHASE ORDERS (FORM P-4) 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
INVOICES ARE TO BE BILLED TO THE ADDRESS SHOWN ON INDIVIDUAL
PURCHASE ORDER RELEASES.

PAYMENT
AFTER MERCHANDISE HAS BEEN RECEIVED OR SERVICE HAS BEEN
PERFORMED AND INVOICES SUBMITTED TO THE USING AGENCY, IT SHALL
BE THE RESPONSIBILITY OF THE USING AGENCY TO MAKE PAYMENT.
ANY QUESTIONS CONCERNING PAYMENT SHOULD BE ADDRESSED TO THE
USING AGENCY LISTED ON THE TOP, RIGHT HAND SIDE OF THE
PURCHASE ORDER, NOT TO THE PURCHASING DIVISION.

SWC PURCHASE EXCEPTION
THE STATE RESERVE THE RIGHT TO EXEMPT ORDERS EXCEEDING ONE
HUNDRED THOUSAND DOLLARS ($100,000.00) FOR ITEMS FROM DESKTOP
CONTRACT(S) FROM THE CONTRACT(S) RESULTING FROM THIS ITB. FOR
THESE ORDERS THE STATE WILL OBTAIN COMPETITIVE SEALED BIDS
FROM ONLY THE HOLDERS OF DESKTOP CONTRACTS; THESE SEALED BIDS
WILL CONTAIN ONLY PRICING FOR ITEMS AVAILABLE ON THE CONTRACT.
ALL CONTRACT TERMS AND CONDITIONS, REQUIREMENTS, AND TECHNICAL
SPECIFICATIONS RESULTING FROM THIS ITB WILL APPLY TO THIS
PURCHASE. THE STATE WILL ISSUE A PURCHASE ORDER TO THE LOW
BIDDER IN ACCORDANCE WITH APPLICABLE PURCHASING PROCEDURES.
BID PERCENTAGES, FLAT FEES, HOURLY RATES FIXED FOR
CONTRACT PERIOD

BID PERCENTAGES, FLAT FEES, AND HOURLY RATES, IF ANY, PER THE
PRICE SHEET MUST BE FIXED FOR THE TERM OF THE CONTRACT, UNLESS
MODIFIED BY A PROCEDURE SET FORTH IN THIS ITB.
REQUESTS FOR PRICE CHANGES BASED ON PRICING CATALOG
EXTRACTS

CATALOG PRICES MUST BE FIRM FOR A PERIOD OF 180 DAYS FOLLOWING
THE DATE OF AWARD, EXCEPT THAT THE STATE SHALL BE ADVISED OF
AND RECEIVE THE BENEFIT OF ANY PRICE DECREASE IN EXCESS OF
FIVE (5) PER CENT (%) AUTOMATICALLY. THE CONTRACTOR MUST
PROVIDE WRITTEN PRICE REDUCTION INFORMATION WITHIN TEN (10)
DAYS OF ITS EFFECTIVE DATE.

WRITTEN REQUESTS FOR PRICE CHANGES ON TERM CONTRACTS BASED ON
PRICING CATALOG EXTRACTS MAY BE SUBMITTED IN WRITING AFTER THE
FIRM PRICE PERIOD. THE REQUEST MUST INCLUDE COPIES OF OLD AND
NEW PRICING CATALOG EXTRACTS THAT REFLECT A CHANGE IN THE
CONTRACTOR'S COST AND APPLY TO ALL CUSTOMERS.

ALL REQUESTS FOR PRICE INCREASES MUST BE IN WRITING, MUST NOT
CONSTITUTE INCREASES IN PROFIT, AND MUST CONTAIN DATA
ESTABLISHING OR SUPPORTING THE GENERAL OR INDUSTRY WIDE NATURE
OF THE CHANGE.

AT THE OPTION OF THE STATE,

1) THE REQUEST MAY BE GRANTED,

2) THE CONTRACT MAY BE CANCELLED AND AWARDED TO THE NEXT
LOWEST RESPONSIVE AND RESPONSIBLE BIDDER WHOSE BID MEETS THE
REQUIREMENTS AND CRITERIA SET FORTH IN THE INVITATION TO BID,

3) THE COMMODITY/SERVICE MAY BE READVERTISED FOR AWARD AND
SUBSEQUENT CANCELLATION, OR

4) THE CONTRACT MAY BE CONTINUED WITHOUT CHANGE.

THE PURCHASING DIVISION WILL ACCEPT OR REJECT ALL SUCH WRITTEN
REQUESTS WITHIN THIRTY (30) WORKING DAYS OF THE DATE OF
RECEIPT. IF APPROVED, THE PURCHASING DIVISION WILL NOTIFY THE
CONTRACTOR OF THE DATE THE INCREASE WILL BE EFFECTIVE.
CONTRACTORS MUST HONOR ALL PURCHASE ORDERS DATED UP TO THIRTY
(30) DAYS SUBSEQUENT TO THE PRICE CHANGE REQUEST AT THE
ORIGINAL PRICE. CONTRACTORS SHALL REPORT PRICE DECREASES
IMMEDIATELY UPON RECEIPT OF THE DECREASE, AND THE STATE SHALL
RECEIVE PROPORTIONATE PRICE REDUCTIONS.

APPROVAL OF PRICE INCREASES

PRICE INCREASES, WHEN GRANTED, WILL BE EFFECTIVE ON THE FIRST
OF THE FOLLOWING MONTH AND WILL BE PUBLISHED IN THE PURCHASING
CATALOG ISSUED DURING THE LAST WEEK OF EACH MONTH. NO INCREASE
SHALL BE EFFECTIVE UNTIL APPROVED AND PUBLISHED. APPROVAL OF
ANY PRICE INCREASE RENEWS THE FIRM PRICE PERIOD.

PRICE INCREASE REJECTION

WHEN THE STATE REJECTS A REQUEST FOR A PRICE INCREASE, THE
CONTRACTOR WILL BE NOTIFIED OF THE STATE'S INTENTION PRIOR TO
THE FIRST OF THE FOLLOWING MONTH. AT THE OPTION OF THE STATE,

1) THE CONTRACT MAY BE CANCELLED AND AWARDED TO THE NEXT
LOWEST RESPONSIVE AND RESPONSIBLE BIDDER WHOSE BID MEETS THE
REQUIREMENTS AND CRITERIA SET FORTH IN THE INVITATION TO BID,

2) THE COMMODITY/SERVICE MAY BE READVERTISED FOR AWARD AND
SUBSEQUENT CANCELLATION, OR

3) THE CONTRACT MAY BE CONTINUED WITHOUT CHANGE.
CERTAIN CHANGES PERMITTED IN PERCENTAGES (FOR PRODUCTS
AND SERVICES) AND PRICES (FOR SERVICES)

A CONTRACTOR MAY, WHEN PROPOSING ADDITIONS OR CHANGES TO
PRICING CATALOG EXTRACT DURING A CONTRACT UPDATE, AS DESCRIBED
ABOVE, OR AT OTHER TIMES ALSO SUBMIT NEW PERCENTAGES
TO BE APPLIED TO HIS OR HER CATALOG PRICING FOR A GIVEN
CATEGORY OF PRODUCT OR SERVICE OR FOR ALL CATEGORIES. ONLY
CHANGES IN PERCENTAGES THAT WOULD RESULT IN LESSER COST TO THE
STATE (E.G., PROPOSED DISCOUNT(S) THAT ARE GREATER THAN THE
DISCOUNT(S) CURRENTLY IN EFFECT OR PROPOSED SURCHARGE(S) THAT
ARE LESS THAN THE SURCHARGE(S) CURRENTLY IN EFFECT) WILL BE
CONSIDERED BY THE STATE. A CONTRACTOR MAY ALSO, AT ANY TIME
DURING THE CONTRACT, REDUCE THE PRICES IN EFFECT FOR SERVICES
BID ON PRICE SHEET LINES WITH A UNIT OTHER THAN 'APCAT.'

ANY CHANGE IN PERCENTAGES OR IN PRICES FOR SERVICES, ONCE
ACCEPTED BY THE STATE, BECOMES FIXED FOR THE TERM OF THE
CONTRACT, UNLESS FURTHER REDUCED BY THE CONTRACTOR AND
ACCEPTED BY THE STATE.
SUBSTITUTE ITEMS OFFERED BY THE CONTRACTOR

THE POSTURE OF THE STATE IS TO ACQUIRE DATA PROCESSING/
INFORMATION TECHNOLOGY THAT IS CURRENT; THEREFORE, THE
PURCHASING DIVISION MAY ALLOW THE CONTRACTOR TO OFFER TO THE
STATE SUBSTITUTE ITEM(S) DURING THE INITIAL CONTRACT PERIOD
AND RENEWALS THEREOF PROVIDED THE FOLLOWING CONDITIONS ARE
MET:

A. THE FUNCTIONAL, TECHNICAL AND PERFORMANCE CHARACTERISTICS
OF THE SUBSTITUTE ITEM ARE EQUAL TO OR EXCEED THE
CHARACTERISTICS OF THE ITEM IT IS TO REPLACE.

B. THE PRICE/PERFORMANCE OF THE SUBSTITUTE ITEM IS EQUAL TO OR
LESS THAN THE PRICE/PERFORMANCE OF THE ITEM IT IS TO REPLACE.

C. THE SUBSTITUTE ITEM HAS BEEN CERTIFIED AS DESCRIBED IN
THIS INVITATION TO BID AND/OR RECOMMENDED FOR ACCEPTANCE BY
THE OFFICE FOR INFORMATION RESOURCES.

D. THE CONTRACTOR'S OFFER CONTAINS DETAILED INFORMATION THAT
SUBSTANTIATES THAT THE CONDITIONS SPECIFIED ABOVE ARE
COMPLIANT.

E. THE SUBSTITUTE ITEM HAS BEEN FORMALLY ANNOUNCED BY THE
MANUFACTURER AS BEING COMMERCIALLY AVAILABLE AS OF THE DATE
THE SUBSTITUTION REQUEST IS MADE. THE REQUEST MUST BE MADE TO
AND APPROVED BY THE PURCHASING DIVISION.

THE REQUEST MUST BE MADE PRIOR TO ANY SUBSTITUTE PRODUCT'S
DELIVERY TO THE STATE. AT ITS SOLE DISCRETION, THE PURCHASING
DIVISION MAY ACCEPT OR REJECT ANY SUBSTITUTE ITEM(S) OFFERED
BY THE CONTRACTOR. FURTHERMORE, IN THE EVENT OF MAJOR
TECHNOLOGY ADVANCES, THE PURCHASING DIVISION MAY CANCEL ANY
AND ALL OF THE CONTRACT ITEMS AND BID THE NEW TECHNOLOGY.
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.

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 CANCELLATION DATE.

THE VENDOR/CONTRACTOR SHALL BE ENTITLED TO RECEIVE
COMPENSATION FOR GOODS SHIPPED OR SERVICES SATISFACTORILY
COMPLETED AS OF THE CANCELLATION 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.
COMMERCIALLY AVAILABLE EQUIPMENT; NEW EQUIPMENT

ONLY EQUIPMENT COMMERCIALLY AVAILABLE TO THE GENERAL PUBLIC AS
OF THE BID OPENING DATE MAY BE BID IN RESPONSE TO THIS
INVITATION TO BID OR BID DURING A CONTRACT UPDATE OR
OFFERED AS A SUBSTITUTE OR ADDITION UNDER THIS CONTRACT. ONLY
NEW EQUIPMENT-DEFINED AS EQUIPMENT THAT HAS NOT BEEN USED FOR
ANY PURPOSE OTHER THAN PERFORMANCE TESTING PRIOR TO DELIVERY
OR INSTALLATION OR FOR CERTIFICATION, EITHER DURING INITIAL
BID EVALUATION OR SUBSEQUENTLY-IS ACCEPTABLE FOR DELIVERY
TO FULFULL PURCHASE ORDERS ISSUED UNDER THIS CONTRACT. NEW
EQUIPMENT MAY NOT BE REFURBISHED OR RECONDITIONED; HOWEVER,
WARRANTY REPAIRS MAY BE EFFECTED USING REFURBISHED OR
RECONDITIONED PARTS, IF THESE PARTS ARE PROVIDED 'AS NEW' OR
'LIKE NEW' AND ARE WARRANTED BY THE MANUFACTURER AS
REQUIRED IN THIS ITB.
SELECTION AND INSTALLATION OF ITEMS

THE STATE RESERVES THE RIGHT TO SELECT AND INSTALL ANY ITEM
WHICH SATISFIES THE STATE OF TENNESSEE'S NEEDS FROM ANY SOURCE
WITHOUT RESTRICTION BY THE CONTRACTOR. AFTER INSTALLATION
AND/OR PURCHASE OF ANY ITEM FROM THIS CONTRACT, THE STATE ALSO
RESERVES THE RIGHT TO UPGRADE OR ADD APPLICATION CAPABILITY
AND/OR SERVICES FROM ANY SOURCE WITHOUT RESTRICTION BY THE
CONTRACTOR.
GOVERNING LAW

THIS CONTRACT IS MADE UNDER AND SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TENNESSEE. THE PLACE OF ALL CONTRACTS, TRANSACTIONS,
AGREEMENTS, THEIR SITUS AND FORM, SHALL BE TENNESSEE, WHERE
ALL MATTERS, WHETHER SOUNDING IN CONTRACT OR TORT, RELATING TO
THE VALIDITY, CONSTRUCTION, INTERPRETATION AND ENFORCEMENT
SHALL BE DETERMINED.
RETURN GOODS POLICY

BIDDER SHALL INDICATE BELOW IN ABBREVIATED TERMS HIS/HER
STANDARD RETURNED GOODS POLICY AND ATTACH A COPY OF THE
COMPLETE STANDARD RETURNED GOODS POLICY TO THIS INVITATION TO
BID.
______________________________________________________________
______________________________________________________________
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.