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    INVOICE: TDCJ/ID                                            PO Number: 7-000030
             ACCOUNTS PAYABLE                                  Req Number: 696-7-85912-C
             P O BOX 4018                                         PO Date: 09/01/06
             HUNTSVILLE TX 77342-4018                             Expires: 08/31/12
                                                                                   
                                                                 VID: 1-58-050-3352
DESTINATION: TDCJ-ID                                             COCA-COLA ENTERPRISES, INC.
             SNYDER DISTRIBUTION CENTER                          P.O. BOX 1441
             2100 N. KING HIGHWAY                                ABILENE TX 79604
             SNYDER TX 79549
                            
                            
     TBPC PURCHASER NAME: MICHELLE CROFT
     PHONE NUMBER: 512-463-6988
     EMAIL: MICHELLE.CROFT@TBPC.STATE.TX.US
                                           
     AGENCY POINT OF CONTACT:

     NAME:  CARRIE RINGO, CTP
     PHONE: 936-437-7057
     FAX:   936-437-7099
     EMAIL: carrie.ringo@tdcj.state.tx.us
                                         
     PLEASE SUBMIT BID IN DUPLICATE
                                   
     IN COMPLIANCE WITH THE PROVISIONS OF TEXAS
     GOVERNMENT CODE, TITLE 10, SUBTITLE D, SECTION
     2155.074, SECTION 2155.075, SECTION 2156.007,
     SECTION 2157.003 AND SECTION 2157.125, AND TEXAS
     ADMINISTRATIVE CODE, TITLE 1, CHAPTER 113.6,
     INFORMATION OBTAINED FROM THE TEXAS BUILDING AND
     PROCUREMENT COMMISSION'S VENDOR PERFORMANCE
     TRACKING SYSTEM LOCATED ONLINE AT
     http://www.tbpc.state.tx.us/stpurch/venvpts.html
     MAY BE USED IN EVALUATING RESPONSES TO
     SOLICITATIONS FOR GOODS AND SERVICES TO DETERMINE
     THE BEST VALUE FOR THE STATE.
                                  
     THESE SPECIFICATIONS WERE ADVERTISED UNDER
     TX. GOV'T. CODE CHAPTER 2155.067. ITEMS MUST
     CONFORM EXACTLY TO THESE SPECIFICATIONS.
     "CONFORMING EXACTLY TO THESE SPECIFICATIONS"
     INCLUDES THE BRAND NAME(S), MAKE AND MODEL
     NUMBER SPECIFIED.
                      
     THIS IS A BLANKET PURCHASE ORDER FOR THE
     PURCHASE OF COCA-COLA PRODUCTS. ITEM(S)
     INTENDED USE IS FOR RESALE IN TDCJ COMMISSARY
     FACILITIES WITHIN PRISON UNITS STATEWIDE.

     PERIOD COVERED IS FROM SEPTEMBER 1, 2006 THRU
     AUGUST 31, 2007. THE BLANKET PURCHASE ORDER MAY
     BE RENEWED FOR FIVE ADDITIONAL ONE YEAR PERIODS.
     BOTH PARTIES SHALL AGREE TO RENEW IN WRITING
     PRIOR TO AUGUST 31 OF THE CURRENT TERM.   TDCJ
     CONTRACTS AND PROCUREMENT DEPARTMENT NORMALLY
     WILL REQUEST TO RENEW A CONTRACT A MINIMUM OF
     TWO MONTHS PRIOR TO THE END OF THE CURRENT
     BLANKET PURCHASE TERM. IF RENEWED, EACH RENEWAL
     YEAR WILL EXPIRE ON AUGUST 31.  RENEWALS ARE
     SUBJECT TO THE SAME TERMS AND CONDITIONS AS THE
     ORIGINAL BLANKET PURCHASE ORDER, AND ANY CHANGES
     ISSUED THEREOF.
                    
     RENEWAL PERIODS WOULD BE AS FOLLOWS:

     1ST RENEWAL:
     SEPTEMBER 1, 2007 THRU AUGUST 31, 2008

     2ND RENEWAL:
     SEPTEMBER 1, 2008 THRU AUGUST 31, 2009

     3RD RENEWAL:
     SEPTEMBER 1, 2009 THRU AUGUST 31, 2010

     4TH RENEWAL:
     SEPTEMBER 1, 2010 THRU AUGUST 31, 2011

     5TH RENEWAL:
     SEPTEMBER 1, 2011 THRU AUGUST 31, 2012
                                           
     WE WILL COMPARE THE BASELINE TO THE MOST CURRENT
     PUBLISHED PPI AT THE TIME OF CONSIDERATION FOR
     RENEWAL.

     PRICE INCREASES OR DECREASES MAY BE ALLOWED ON
     RENEWAL YEARS.  ANY PRICE CHANGE WILL BE
     EVALUATED AGAINST THE PRODUCER PRICE INDEX (PPI)
     AND/OR A MARKET SURVEY CONDUCTED BY TDCJ.  THE
     PPI THAT WILL BE USED IS WPU026208. BASELINES
     FOR PPI WILL BE THE INDEX ANNOUNCED FOR THE MONTH
     IN WHICH THE BID WAS OPENED.
                                 
     GENERAL REQUIREMENTS

     VENDOR AGREES TO COMPLY WITH ALL GENERAL
     REQUIREMENTS AND THE TERMS AND CONDITIONS OF THIS
     PURCHASE ORDER.  ANY CONFLICT BETWEEN THE GENERAL
     TERMS OF THIS DOCUMENT AND THE TBPC TERMS AND
     CONDITIONS THESE GENERAL REQUIREMENTS SHALL
     PREVAIL.
             
     ADDITIONAL FLAVORS MAY BE ADDED OR SUBSTITUTED
     DURING THIS CONTRACT, IF REQUESTED OR APPROVED BY
     TDCJ. QUANTITIES AND PRICING WILL REMAIN THE
     SAME.

     DELIVERY IS PREFERRED WITHIN 2 CALENDAR DAYS FROM
     ANY BLANKET PURCHASE ORDER RELEASE. DELIVERY TIME
     MAY BE A FACTOR IN THE AWARD.

     TRUCK LOAD AND PALLET QUANTITIES ARE NOT
     GUARANTEED. IN CASES WHERE PALLET QUANTITIES ARE
     ORDERED, ALL PRODUCTS ARE TO BE SHIPPED AND
     SECURED ON A STANDARD 4-WAY WOODEN PALLET
     (40" X 48"). PALLETS WILL NOT BE EXCHANGED.

     ORDERS WILL BE BASED ON WAREHOUSE QUANTITIES AND
     USAGE.
           
     QUANTITIES LISTED ARE ESTIMATED FOR EVALUATION
     PURPOSES ONLY AND  SHOULD NOT BE CONSTRUED AS A
     MINIMUM OR MAXIMUM THAT THE AGENCY MUST ORDER.

     QUANTITIES ARE ESTIMATES BASED UPON PREVIOUS AND
     PROJECTED USAGE FOR A ONE-YEAR PERIOD.  ORDERS
     WILL BE PLACED ON AN "AS NEEDED BASIS".

     ANY QUANTITIES NOT ORDERED OR DELIVERED BY AUGUST
     31 OF EACH CONTRACT YEAR WILL AUTOMATICALLY BE
     CANCELLED.

     THE STATE RESERVES THE RIGHT TO CANCEL THIS
     CONTRACT, WITHOUT CAUSE, WITH A THIRTY (30) DAY
     WRITTEN NOTICE TO VENDOR.

     THE STATE SHALL NOT BE RESPONSIBLE FOR ANY
     REMAINING INVENTORY THAT A VENDOR MAY HAVE AT
     THE CONTRACT TERMINATION.

     DURING THE TERM OF THIS CONTRACT, WITH WRITTEN
     NOTIFICATION TO THE VENDOR, THE TDCJ RESERVES THE
     RIGHT TO CANCEL ANY ITEM(S), AND/OR INCREASE OR
     DECREASE THE QUANTITY OF ANY ITEM(S).

     NO QUANTITIES OF ANY ITEMS ARE ORDERED BY THE
     EXECUTION OF THE BLANKET PURCHASE ORDER.  VENDOR
     SHALL HAVE NO OBLIGATION TO PROVIDE ITEM(S)
     COVERED BY A BLANKET PURCHASE ORDER UNLESS AND
     UNTIL AN INDIVIDUAL RELEASE IS ISSUED BY TDCJ
     INDICATING QUANTITY OF ITEM(S) ORDERED AND
     DELIVERY REQUIREMENTS.

     TDCJ, WITHOUT INVALIDATING THE BLANKET PURCHASE
     ORDER, MAY ORDER CHANGES WITHIN THE GENERAL SCOPE
     OF THE BLANKET PURCHASE ORDER CONSISTING OF
     DELETIONS, EXTENSIONS, ADDITIONAL FLAVORS OR
     OTHER REVISIONS.  ALL SUCH CHANGES WILL BE
     AUTHORIZED BY A PURCHASE ORDER CHANGE NOTICE
     EXECUTED BY A TDCJ AUTHORIZED PURCHASER.
                                             
     DAMAGES:

     DAMAGE ASSESSMENTS MUST BE PAID WITH A CREDIT OR
     CHECK. REIMBURSEMENT TO THE TEXAS DEPARTMENT OF
     CRIMINAL JUSTICE. MAIL TO:

     TDCJ COMMISSARY WAREHOUSE
     1621 HIGHWAY 75 NORTH
     HUNTSVILLE, TEXAS 77320
     ATTN: PROGRAM ADMINISTRATOR V - WAREHOUSE MANAGER
                                                      
     DELIVERY:

     RELEASES SHALL BE ISSUED BY THE TDCJ AUTHORIZED
     PERSONNEL REFERENCING A BLANKET PURCHASE ORDER
     RELEASE NUMBER.

     AUTHORIZED PERSONNEL WILL PLACE ORDERS BY
     TELEPHONE, E-MAIL, FAX, OR VIA MAIL SERVICE.
     TDCJ AUTHORIZED PERSONNEL:
     JIM WEBER, DIANN TRCALEK, B. K. WOODSON,
     ALAN FRY, CINDY LAMBRIGHT,
     AT (936) 437-4000.

     DELIVERIES SHALL BE BY APPOINTMENT ONLY,
     NOTIFYING THE TDCJ "AUTHORIZED PERSONNEL" AT
     LEAST 24 HOURS PRIOR TO VENDOR'S INTENT TO
     DELIVER.

     ALL ITEMS SHALL BE PALLETIZED AND STABILIZED TO
     PREVENT SHIFTING. PALLETS WILL BE EXCHANGED AT
     TIME OF DELIVERY AVOIDING ANY PALLET CHARGES.

     PRICES SHALL BE F.O.B. DESTINATION PREPAID &
     ALLOWED
            
     393-77 
  1. DRINKS ASST COCA COLA PRODUCTS 12 OZ CAN 24/CASE      60,000 CS             5.51     330,600.00
                                                                                                    
     DRINKS, COCA COLA PRODUCTS, SHALL BE SUPPLIED IN
     12 OZ. RECYCLABLE ALUMINUM CANS MECHANICALLY
     SEALED WITH PULL TOP TAB, 24 CANS PER CASE, MAY
     CONSIST OF ASSORTED FLAVORS AS FOLLOWS BUT NOT
     LIMITED TO THESE FLAVORS:

     DR PEPPER (TRADEMARK) OR MR. PIBB (TRADEMARK),
     MINUTE MAID (TRADEMARK) ORANGE SODA, BIG RED
     (TRADEMARK) RED SODA, DIET COKE (TRADEMARK)
     CAFFEINE, COCA COLA CLASSIC (TRADEMARK)
     ORIGINAL FORMULA, SPRITE (TRADEMARK) CAFFEINE
     FREE, LEMON-LIME, BARQ'S ROOTBEER (TRADEMARK),
     DIET DR PEPPER (TRADEMARK) CAFFEINE OR DIET MR.
     PIBB (TRADEMARK) CAFFEINE, DIET SPRITE
     (TRADEMARK) CAFFEINE FREE, LEMON-LIME, COOL FROM
     NESTEA (TRADEMARK) SWEETENED NATURAL LEMON
     FLAVORED ICED TEA, COCA COLA CLASSIC (TRADEMARK)
     CAFFEINE FREE, DIET COCA COLA CLASSIC (TRADEMARK)
     CAFFEINE FREE, RED FLASH (TRADEMARK) RED SODA.
                                                   
     SECURITY:

     WHEN MAKING DELIVERIES TO CORRECTIONAL
     FACILITIES, CONTRACTOR COMPLIANCE WITH TDCJ
     SECURITY PROCEDURES IS REQUIRED.  THIS INCLUDES
     DELIVERIES TO ALL TDCJ UNITS AND WAREHOUSES, OR
     ANY OTHER TDCJ OWNED, LEASED OR CONTRACTED
     PREMISES.  SPECIFIC POINTS INCLUDE, BUT ARE NOT
     LIMITED TO:

     1. ALL CONTRACTOR STAFF MAKING DELIVERIES
     WITHIN A CORRECTIONAL FACILITY, AND THOSE AREAS
     WHERE OFFENDERS ARE ASSIGNED, WILL BE REQUIRED TO
     HAVE A SECURITY ESCORT THROUGHOUT THEIR DELIVERY
     AND WILL NOT INTERACT WITH OFFENDERS.

     2. ALL DELIVERY STAFF AND VEHICLES ARE
     SUBJECT TO SEARCH AND INSPECTION WHILE ON TDCJ
     PROPERTY.

     3. ALL VEHICLES WILL BE LOCKED AND SECURED
     WHEN NOT IN USE.  DRIVERS ARE RESPONSIBLE TO KEEP
     KEYS IN THEIR POSSESSION AT ALL TIMES.

     4. CONTRACTOR STAFF SHALL NOT INTRODUCE ANY
     TYPE OF CONTRABAND ONTO ANY TDCJ FACILITY.
     EXAMPLES OF CONTRABAND INCLUDE, BUT ARE NOT
     LIMITED TO FIREARMS, KNIVES, AND WEAPONS OF ANY
     TYPE, TOBACCO OF ANY TYPE, ALCOHOL, CONTROLLED
     SUBSTANCES (ILLEGAL DRUGS), PETS, PAGERS AND
     CELLULAR PHONES.

     5. ONLY THE VEHICLE OPERATOR (DRIVER) WILL
     BE ALLOWED ENTRY INTO THE PRISON COMPOUND,
     APPROPRIATE DRESS IS REQUIRED. NO SHORTS,
     SLEEVELESS TOPS, LOW CUT APPAREL, AND NO OPEN TOE
     SHOES WILL BE ALLOWED.

     TDCJ RESERVES THE RIGHT TO IMMEDIATELY REMOVE
     AND/OR REFUSE ENTRY TO ANY INDIVIDUAL WHO HAS
     VIOLATED THE ABOVE RESTRICTIONS.

     THE UNIT WARDEN OR FACILITY ADMINISTRATOR WILL
     ULTIMATELY BE RESPONSIBLE FOR INTERPRETING THESE
     RULES.
           
     SHIPPING AND INVOICING INSTRUCTIONS:

     FAILURE TO FOLLOW THESE SHIPPING AND INVOICE
     INSTRUCTIONS MAY RESULT IN MERCHANDISE BEING
     REJECTED AT THE RECEIVING DOCK AND RETURNED TO
     THE VENDOR WITHOUT NOTICE AT THE VENDOR'S
     EXPENSE:

     SHIP INDIVIDUAL LINE ITEMS COMPLETE PER PURCHASE
     ORDER RELEASE.  NO PARTIAL ITEM SHIPMENTS WILL BE
     RECEIVED WITHOUT PRIOR APPROVAL.

     INCLUDE OR MARK PURCHASE / BLANKET ORDER NUMBER
     AND REQUISITION NUMBER ON PACKING SLIP, CARTONS,
     PACKAGES, BUNDLES, ETC.  SUBMIT SEPARATE INVOICES
     FOR EACH SHIPMENT.

     INCLUDE ONLY ONE PURCHASE ORDER NUMBER AND ONE
     REQUISITION NUMBER ON EACH INVOICE.

     THE INVOICE MUST BE ITEMIZED WITH THE
     DESCRIPTION, UNIT PRICE, AND EXTENSION LISTED.

     VENDOR MUST SUPPLY A VALID TEXAS IDENTIFICATION
     NUMBER SYSTEM (TINS) NUMBER ON EACH INVOICE.

     AFTER AN ORDER IS SHIPPED THE VENDOR WILL BE
     REQUIRED TO INVOICE WITHIN 5 WORKING DAYS.

     ALL INVOICES SHALL BE MAILED TO:
      TDCJ
      ATTN: ACCOUNTS PAYABLE,
      P.O. BOX 4018
      HUNTSVILLE, TEXAS  77342.
                               
     VENDOR POINT-OF-CONTACT:

     NAME: DEBBY MILLER

     PHONE NO.: 325-437-5000 EXT 2

     FAX NO.: 325-437-5059

     E-MAIL: DEBBMILLER@NA.COKECCE.COM
                                      
     PIGGYBACK CLAUSE: THIS OPEN MARKET PURCHASE ORDER
     IS AVAILABLE FOR USE BY ALL STATE AGENCIES AND
     QUALIFIED ENTITIES PARTICIPATING IN THE TEXAS
     BUILDING PROCUREMENT COMMISSION (TBPC)
     COOPERATIVE PURCHASING PROGRAM (CO-OP) PROVIDING
     THERE IS NO CONFLICT WITH ANY APPLICABLE
     STATUTES, RULES, POLICIES OR PROCEDURES.

     THIS OPEN MARKET PURCHASE ORDER WAS COMPETITIVELY
     BID IN ACCORDANCE WITH APPLICABLE STATE OF TEXAS
     PURCHASING STATUTES, RULES, POLICIES AND
     PROCEDURES.  STATE AGENCIES AND ACTIVE TBPC CO-OP
     ENTITIES MAY USE THE PRICES SHOWN IN THIS OPEN
     MARKET PURCHASE ORDER TO ISSUE THEIR OWN PURCHASE
     ORDERS. ARRANGEMENTS FOR DELIVERY OF GOODS,
     INCLUDING APPLICABLE FREIGHT CHARGES IF OUTSIDE
     THE ORIGINAL GEOGRAPHIC DELIVERY AREA, ARE
     CONTINGENT UPON MUTUAL AGREEMENT OF THE STATE
     AGENCY OR ACTIVE TBPC CO-OP ENTITY AND THE
     VENDOR. THE STATE AGENCY OR ACTIVE TBPC CO-OP
     ENTITY'S PURCHASE ORDER ISSUED AGAINST THIS OPEN
     MARKET PURCHASE ORDER SHOULD REFERENCE THE TBPC
     ISSUED STATE OF TEXAS PURCHASE ORDER NUMBER AND
     REQUISITION NUMBER AND BE SENT DIRECTLY TO THE
     AWARDED VENDOR.

     VENDOR COMPLIANCE:  IF THE STATE AGENCY OR ACTIVE
     TBPC CO-OP ENTITY ENCOUNTERS RESISTANCE FROM A
     VENDOR NOT COMPLYING WITH THE TERMS AND
     CONDITIONS OF THIS OPEN MARKET PURCHASE ORDER,
     THE STATE AGENCY OR ACTIVE TBPC CO-OP ENTITY MUST
     ATTEMPT TO RESOLVE THE ISSUE BY CONTACTING THE
     VENDOR DIRECTLY.  IF A SATISFACTORY RESOLUTION
     CAN NOT BE REACHED, THE STATE AGENCY OR ACTIVE
     TBPC CO-OP ENTITY SHOULD FILE A VENDOR
     PERFORMANCE RESOLUTION REPORT WITH THE TBPC.  THE
     TBPC IS NOT RESPONSIBLE FOR RESOLVING
     NON-PERFORMANCE ISSUES INCLUDING BUT NOT LIMITED
     TO FUNDING, INVOICE PROCESSING, RENEWAL OR
     CANCELLATION.
                  
     SUSPENSION, DEBARMENT, AND TERRORISM:  VENDOR
     CERTIFIES THAT THE VENDOR AND ITS
     PRINCIPALS ARE ELIGIBLE TO PARTICIPATE IN THIS
     TRANSACTION AND HAVE NOT BEEN SUBJECTED TO
     SUSPENSION, DEBARMENT, OR SIMILAR INELIGIBILITY
     DETERMINED BY ANY FEDERAL, STATE OR LOCAL
     GOVERNMENTAL ENTITY AND THAT VENDOR IS IN
     COMPLIANCE WITH THE STATE OF TEXAS STATUTES AND
     RULES RELATING TO PROCUREMENT AND THAT VENDOR IS
     NOT LISTED ON THE FEDERAL GOVERNMENT'S TERRORISM
     WATCH LIST AS DESCRIBED IN EXECUTIVE ORDER 13224.
     ENTITIES INELIGIBLE FOR FEDERAL PROCUREMENT ARE
     LISTED AT http://www.epls.gov
                                  
     THIS CONTRACT IS CONTINGENT UPON THE CONTINUED
     AVAILABILITY OF APPROPRIATIONS.
                                    
 ***PUT REQ # AND ORDER # ON ALL PKGS***           TOTAL THIS ORDER         330,600.00
                                                                                      
This is a copy of the state purchase order only.  If you require additional information regarding
information from the Invitation for Bids including terms and conditions, please feel free to contact
the TBPC Cooperative Purchasing Program at coop@tbpc.state.tx.us. Please reference the state purchase
order and fiscal year in your email request, along with details as to the additional information required.