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.

DELIVERY TIME (DAYS)

ALL ITEMS MUST BE DELIVERED WITHIN APPROXIMATELY -21- DAYS AFTER
RECEIPT OF A PURCHASE ORDER.

MINIMUM ORDER (EXEMPTION)

INDIVIDUAL ORDERS FOR LESS THAN ONE HUNDRED DOLLARS ($100.00) ARE
EXEMPT FROM PURCHASE FROM THIS CONTRACT.

USER AGENCIES WILL PURCHASE BY APPLICABLE PURCHASING PROCEDURES.

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 - 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.

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.

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.

BARCODING: ALL PRODUCTS PURCHASED BY CENTRAL STORES FROM THIS CONTRACT
MUST BE BARCODED EITHER BY THE MANUFACTURER OR THE VENDOR.

MANUFACTURER APPLIED BAR CODES MUST BE ACCOMPANIED WITH A MASTER LIST
IDENTIFYING WHAT THE INFORMATION INCLUDED ON THEIR BAR CODE MEANS AND
WHICH CONTRACT COMMODITY CODE IT IS.

VENDOR APPLIED BAR CODES MUST INCLUDE THE FOLLOWING:

1. PRODUCT DESCRIPTION
2. UNIT OF PURCHASE
3. PRICE PER EACH UNIT
4. PURCHASE ORDER NUMBER
5. TENNESSEE COMMODITY CODE

PACKAGING: EACH CARTON MUST BE MARKED AS FOLLOWS:

1. PRODUCT DESCRIPTION
2. MANUFACTURER
3. STOCK NUMBER
4. LOT NUMBER
5. QUANTITY

ANY BOX THAT IS NOT LABELED CORRECTLY IS NOT ACCEPTABLE.