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    INVOICE: TXDOT FINANCE DIVISION                             PO Number: 7-000859
             VOUCHER PROCESSING                                Req Number: 60144-7-14622-A
             125 E 11TH ST                                        PO Date: 08/24/07
             AUSTIN TX 78701-00014018                             Expires: 08/20/20
                                                                                   
                                                                 VID: 1-76-060-8365
DESTINATION: SEE SPECIFIC INSTRUCTIONS FOR                       PHILPOTT MOTORS LTD
             EACH LINE ITEM.                                     1400 US HWY 69 N
                                                                 NEDERLAND TX 77627
                                                                                   
                                                                                   
     EFFECTIVE SEPTEMBER 1, 2007, PURSUANT TO HB3560,
     80TH LEGISLATURE, THE PROCUREMENT AND CONTRACTING
     POWERS AND DUTIES PERFORMED BY THE TEXAS BUILDING
     AND PROCUREMENT COMMISSION (TBPC) WILL BE
     TRANSFERRED TO THE TEXAS COMPTROLLER OF PUBLIC
     ACCOUNTS (CPA). FOR PURPOSES OF AN AWARDED
     PURCHASE ORDER, USE OF THE NAME TEXAS BUILDING
     AND PROCUREMENT COMMISSION INCLUDES THE TEXAS
     COMPTROLLER OF PUBLIC ACCOUNTS AS THE SUCCESSOR
     AGENCY WITHOUT THE NECESSITY OF EXECUTING
     ADDITIONAL DOCUMENTS.
                          
     THIS IS A PURCHASE ORDER ON BEHALF OF THE TEXAS
     DEPARTMENT OF TRANSPORTATION (TXDOT) FOR THE
     PURCHASE OF AN AERIAL DEVICE, TRUCK MOUNTED,
     TELESCOPING AND ARTICULATING.
                                  
     AGENCY POINT-OF-CONTACT:

     AGENCY: TEXAS DEPARTMENT OF TRANSPORTATION
     CONTACT INFORMATION:
     NAME:   BARRY THORMAHLEN
     PHONE:  (512) 374-5435
     EMAIL:  BTHORMAH@DOT.STATE.TX.US
                                     
     VENDOR POINT-OF-CONTACT:

     CONTACT - DELIVERY COORDINATION:

     NAME: GARY PLAGMAN

     PHONE NO.:  (409) 727-1451

     FAX NO.:    (409) 724-0934

     CONTACT - ACCOUNTING AND/OR INVOICES:

     NAME: TINA DURBIN

     PHONE NO.:  (409) 727-1451

     FAX NO.:    (409) 724-0934
                               
     THE FOLLOWING APPLIES TO THE ENTIRE PURCHASE
     ORDER:

     F.O.B. DESTINATION FREIGHT PREPAID AND ALLOWED.

     CHASSIS SPECIAL REQUIREMENTS AND EXCEPTIONS:

     NOTE:
     CHASSIS MUST BE PURCHASED FROM A TEXAS LICENSED
     FRANCHISED DEALER .

     CHASSIS BODY COLOR SHALL BE WHITE.

     DRIVE TRAIN COMBINATION WILL BE IN ACCORDANCE
     WITH THE STATE OF TEXAS, AUTOMOBILES AND TRUCKS,
     TEXAS SPECIFICATION NO. 070-AT-2007 / 2008,
     AMENDED JUNE 1, 2006, REF. PARA: C.8.D.5
     PAGE 77, TITLED: ENGINE PERFORMANCE.

     ALL ENGINES SHALL BE DIESEL POWERED.
                                         
     A MSO AND LINE SETTING SHEET COVERING
     ALL COMPONENTS OF THE CAB AND CHASSIS
     SHALL BE PROVIDED WITH EACH UNIT.

     VEHICLE'S FRONT AND REAR GAWR, THE GVWR,
     FRAME RBM, AND SECTION MODULES SHALL BE
     AS RECOMMENDED BY THE AERIAL DEVICE
     MANUFACTURER. HOWEVER, THE MINIMUM WEIGHT
     RATINGS SPECIFIED IN STATE OF TEXAS,
     AUTOMOBILES AND TRUCKS, TEXAS SPECIFICATION
     NO. 070-AT-2007 / 2008, AMENDED JUNE 1, 2006,
     FOR EACH CHASSIS SERIES SHALL BE MET.

     TOTAL WEIGHT OF UNIT SHALL BE CALCULATED AS
     FOLLOWS:
     1.)  WT. OF COMPLETED UNIT WITH FULL
          TANKS.
     2.)  WT. OF EXTRA TXDOT EQUIPMENT
           SHOWN FOR EACH LINE ITEM.
     3.)  WT. OF DRIVER AND PASSENGER(S)
          FIGURED AT MIN. 200 LBS. EACH.

     THE CHASSIS REAR SPRINGS MUST BE AUGMENTED
     TO  LEVEL CHASSIS, TO COMPENSATE FOR OPTIONAL
     EQUIPMENT, EXAMPLE 3,200 LB. CRANE.

     AWARD WAS MADE IN ACCORDANCE WITH TEXAS OCCUPA-
     TIONS CODE TITLE 14, SUB-CHAPTER F, CHAPTER
     2301, SECTION 2301.252 FRANCHISED LICENSE
     REQUIRED.

     VENDOR WILL FURNISH, UPON REQUEST, COPIES OF
     ALL APPLICABLE CURRENT ISSUED LICENSES BY THE
     STATE OF TEXAS.
                    
     VEHICLE ASSEMBLY:  IN ACCORDANCE WITH TEXAS
     GOVERNMENT CODE SECTION 2158.0031, A STATE
     AGENCY AUTHORIZED TO PURCHASE PASSENGER
     VEHICLES  OR OTHER GROUND TRANSPORTATION
     VEHICLES FOR GENERAL USE SHALL PURCHASE
     ECONOMICAL, FUEL-EFFICIENT VEHICLES ASSEMBLED
     IN THE UNITED STATES.  THE PREFERENCE IS NOT
     REQUIRED IF SUCH A PURCHASE WOULD HAVE A
     SIGNIFICANT DETRIMENTAL EFFECT ON THE USE TO
     WHICH THE VEHICLES WILL BE PUT. BY SIGNING
     THIS BID, RESPONDENT ACKNOWLEDGES THAT ALL
     VEHICLES WILL BE ASSEMBLED IN THE UNITED
     STATES OR NAFTA PARTICIPANT COUNTRIES.

     TXDOT HAS MADE APPLICATION WITH THE TEXAS
     BUILDING AND PROCUREMENT COMMISSION (TBPC)
     FOR AN ALTERNATIVE FUEL WAIVER.

     AERIAL DEVICE SPECIAL REQUIREMENTS
     AND EXCEPTIONS
                   
     BODY CONVERTERS: EXAMPLES PICTURES OF UTILITY
     BODY EXTENSIONS ARE AVAILABLE AT THE TXDOT
     WEB SITE: HTTP://WWW.DOT.STATE.TX.US/GSD/
     PURCH ASING/SUPPS.HTM   CLICK ON, "AERIAL
     DEVICE TAIL SHELF EXAMPLES", REF 065-05-22,
     PART II, PARA. 12.12,

     GENERAL NOTES:

     RADIO FREQUENCY INTERFERENCE (RFI) SUPPRESSION.
     THE RFI PROTECTING AND TEST METHOD DESCRIBED
     IN CURRENT VERSION OF THE STATE OF TEXAS,
     AUTOMOBILES AND TRUCKS, TEXAS SPECIFICATION
     NO. 070-AT-2007/2008 AMENDED JUNE 1, 2006,
     OPTION NO. 93, WILL APPLY IN ITS ENTIRETY TO
     ALL COMPONENTS, WIRING AND INSTALLATION OF
     ANY SPECIALIZED EQUIPMENT ON THESE AERIAL
     DEVICES.
             
     065-05  
  2. AERIAL DEVICE, TRUCK MOUNTED, TELESCOPING AND              1 EA        86,700.00      86,700.00
     ARTICULATING, MEETING TXDOT SPECIFICATION NUMBER
     065-05-22, REVISED MAY 2007.
     WITH 40 FOOT PLATFORM HEIGHT MINIMUM AND UTILITY
     BODY.

     MAKE/MODEL:  DPM-40DP

     F.O.B:
     CORPUS CHRISTI DIST WHSE
     1701 S PADRE ISL DR
     CORPUS CHRISTI TX   78416

     WITH THE FOLLOWING OPTIONS AND SPECIAL
     REQUIREMENTS:

     AERIAL DEVICE OPTIONS:

     NO. 1   HYDRAULIC TOOL CIRCUIT
     NO. 2   IMPACT WRENCH & DRILL
     NO. 6   SINGLE LEVER CONTROL
     NO. 8   EXTRA SET OF ORIGINAL MANUALS
     NO. 12  TWO MAN BUCKET

     AERIAL DEVICE SPECIAL REQUIREMENTS:

     PART II, PARA. 6.1: BUCKET MAY BE END
     OR SIDE MOUNTED.

     THIS UNIT WILL BE MOUNTED ON A MINIMUM SERIES
     950D CHASSIS, PER THE STATE OF TEXAS, AUTOMOBILES
     AND TRUCKS, TEXAS SPECIFICATION NO. 070-AT-2007/
     2008, AMENDED JUNE 1, 2006, (REFER TO PAGE 80)

     MAKE/MODEL:  2008 FORD F-550

     WITH THE FOLLOWING CHASSIS OPTIONS, (STARTING
     ON PAGE 95):
                 
     NO. 16   ALTERNATOR, HD 160 AMPS
     NO. 37   COLOR, WHITE
     NO. 93   RADIO FREQUENCY
              INTERFERENCE PKG.
     NO. 94   CRUISE CONTROL & TILT STEERING
     NO. 95   40/60 SPLIT BENCH SEAT
     NO. 107  SPARE WHEEL AND TIRE
     NO. 169  UTILITY BODY (STANDARD)
     NO. 275  AUTOMATIC TRANS W/ PTO PORT

     CHASSIS SPECIAL REQUIREMENTS:

     THE ABOVE CHASSIS DESIGN RATINGS WILL TAKE
     INTO CONSIDERATION THE FOLLOWING EXTRA
     EQUIPMENT WEIGHT FACTORS:
     1,000 LBS. PAYLOAD
         0 LBS. IN THE CAB

     SERIES NO. OF CAB/CHASSIS: 950 D

     FRONT GAWR WILL BE A MIN. 4800 LBS.

     REAR GAWR WILL BE A MIN.  13660 LBS.

     GVWR WILL BE A MIN. 17950 LBS.

     CAB/CHASSIS PRICE $31400.00 EA.

     AERIAL & ALL OTHER EQUIPMENT $55300.00 EA.
                                               
  4. AERIAL DEVICE, TRUCK MOUNTED, TELESCOPING AND              2 EA        70,055.00     140,110.00
     ARTICULATING, MEETING TXDOT SPECIFICATION
     NUMBER 065-05-22, REVISED MAY 2007
     WITH 35 FOOT PLATFORM HEIGHT MINIMUM AND UTILITY
     BODY

     MAKE/MODEL:  DTA-35FP

     F.O.B:
     HOUSTON DIST WHSE
     ATTN SUPERVISOR
     7721 WASHINGTON AVENUE
     HOUSTON TX          77007

     WITH THE FOLLOWING OPTIONS AND SPECIAL
     REQUIREMENTS:

     AERIAL DEVICE OPTIONS:

     NO. 1   HYDRAULIC TOOL CIRCUIT
     NO. 2   IMPACT WRENCH & DRILL
     NO. 6   SINGLE LEVER CONTROL
     NO. 8   EXTRA SET OF ORIGINAL MANUALS

     ARIEAL DEVICE SPECIAL REQUIREMENTS:

     PART II, PARA. 6.1: BUCKET WILL BE SIDE
     MOUNTED.

     THIS UNIT WILL BE MOUNTED ON A MINIMUM SERIES
     950D CHASSIS, PER THE STATE OF TEXAS,
     AUTOMOBILES AND TRUCKS, TEXAS SPECIFICATION
     NO. 070-AT-2007/2008, AMENDED JUNE 1, 2006,
     (REFER TO PAGE 80).

     MAKE/MODEL:  2008 FORD F-550

     WITH THE FOLLOWING CHASSIS OPTIONS, (STARTING
     ON PAGE 95):
                 
     NO.  16 - ALTERNATOR, 160 AMP.
     NO.  37 - COLOR, WHITE
     NO.  57 - FUEL TANK MAXIMUM CAP.
     NO.  93 - RFI PACKAGE
     NO. 107 - SPARE TIRE AND WHEEL
     NO. 111 - SPOTLIGHT
     NO. 124 - TOW DEVICES
     NO. 147 - WIRING FOR CAB MOUNTED LIGHTIN
     NO. 258 - SEAT FABRIC, VINYL
     NO. 275  AUTOMATIC TRANS W/ PTO PORT

     CHASSIS SPECIAL REQUIREMENT:

     THE FOLLOWING EXTRA TXDOT EQUIPMENT WEIGHTS,
     WILL BE FACTORED INTO THE DESIGN CALCULATIONS
     FOR THIS UNIT:
     1,500 LBS. PAYLOAD
         0 LBS. IN THE CAB

     SERIES NO. OF CAB/CHASSIS: 950 D

     FRONT GAWR WILL BE A MIN. 4800 LBS.

     REAR GAWR WILL BE A MIN.  13660 LBS.

     GVWR WILL BE A MIN. 17950 LBS.

     CAB/CHASSIS PRICE $31255.00 EA.

     AERIAL & ALL OTHER EQUIPMENT $38800.00 EA.
                                               
  6. AERIAL DEVICE, TRUCK MOUNTED, TELESCOPING                  1 EA        73,112.00      73,112.00
     AND ARTICULATING, MEETING TXDOT SPECIFICATION
     NUMBER 065-05-22, REVISED MAY 2007
     WITH 35 FOOT PLATFORM HEIGHT MINIMUM AND UTILITY
     BODY

     MAKE/MODEL:  DTA 35 FP

     F.O.B:
     SAN ANTONIO DIST WHSE
     4615 NW LOOP 410
     SAN ANTONIO TX      78229

     WITH THE FOLLOWING OPTIONS AND SPECIAL
     REQUIREMENTS:

     AERIAL DEVICE OPTIONS:

     NO. 1   HYDRAULIC TOOL CIRCUIT
     NO. 2   IMPACT WRENCH & DRILL
     NO. 5   NARROW GAUGE "A" TYPE OUTRIGGERS
     NO. 6   SINGLE LEVER CONTROL
     NO. 7   CAB GUARD
     NO. 8   EXTRA SET OF ORIGINAL MANUALS

     AERIAL DEVICE SPECIAL REQUIREMENTS:

     PART II, PARA. 6.1:  BUCKET WILL BE END
     MOUNTED.

     THIS UNIT WILL BE MOUNTED ON A MINIMUM SERIES
     950D CHASSIS, PER THE STATE OF TEXAS,
     AUTOMOBILES AND TRUCKS, TEXAS SPECIFICATION
     NO. 070-AT-2007/2008, AMENDED JUNE 1, 2006,
     (REFER TO PAGE 80)

     MAKE/MODEL:  2008 FORD F550

     WITH THE FOLLOWING CHASSIS OPTIONS, (STARTING
     ON PAGE 95):
                 
     NO. 37   COLOR, WHITE
     NO. 93   RFI PACKAGE
     NO. 275  AUTOMATIC TRANS W/ PTO PORT

     THE FOLLOWING EXTRA TXDOT EQUIPMENT WEIGHTS,
     WILL BE FACTORED INTO THE DESIGN CALCULATIONS
     FOR THIS UNIT:
     1,500 LBS. PAYLOAD
         0 LBS. IN THE CAB

     SERIES NO. OF CAB/CHASSIS:  950 D

     FRONT GAWR WILL BE A MIN. 4800 LBS.

     REAR GAWR WILL BE A MIN.  13660 LBS.

     GVWR WILL BE A MIN. 17950 LBS.

     CAB/CHASSIS PRICE $30812.00 EA.

     AERIAL & ALL OTHER EQUIPMENT $ 42300.00 EA.
                                                
  9. AERIAL DEVICE, TRUCK MOUNTED, TELESCOPING AND              2 EA        73,800.00     147,600.00
     ARTICULATING, MEETING TXDOT SPECIFICATION
     NUMBER 065-05-22, REVISED MAY 2007
     WITH 35 FOOT PLATFORM HEIGHT MINIMUM AND UTILITY
     BODY

     MAKE/MODEL:  DTA-35FP

     F.O.B:
     PARIS DIST WHSE
     ATTN SUPERVISOR
     1365 NORTH MAIN STREET
     PARIS TX            75460

     WITH THE FOLLOWING OPTIONS AND SPECIAL
     REQUIREMENTS:

     AERIAL DEVICE OPTIONS:

     NO. 1   HYDRAULIC TOOL CIRCUIT
     NO. 2   IMPACT WRENCH & DRILL
     NO. 3   CIRCULAR SAW
     NO. 6   SINGLE LEVER CONTROL
     NO. 8   EXTRA SET OF ORIGINAL MANUALS

     AERIAL DEVICE SPECIAL REQUIREMENTS:

     PART II, PARA. 6.1:  BUCKET WILL BE SIDE MOUNTED.

     THIS UNIT WILL BE MOUNTED ON A MINIMUM SERIES
     950D CHASSIS, PER THE STATE OF TEXAS,
     AUTOMOBILES AND TRUCKS, TEXAS SPECIFICATION
     NO. 070-AT-2007/2008, AMENDED JUNE 1, 2006,
     (REFER TO PAGE 80)

     MAKE/MODEL:  2008 FORD F-550

     WITH THE FOLLOWING CHASSIS OPTIONS, (STARTING
     ON PAGE 95):
                 
     NO. 16   ALTERNATOR, HD 160 AMPS.
     NO. 37   COLOR, WHITE
     NO. 93   RFI PACKAGE
     NO. 95   CRUISE AND TILT.
     NO. 96   SEAT 40/60 SPLIT BENCH SEAT.
     NO. 107  SPARE TIRE AND WHEEL.
     NO. 275  AUTOMATIC TRANS W/ PTO PORT

     CHASSIS SPECIAL REQUIREMENT:

     THE FOLLOWING EXTRA TXDOT EQUIPMENT WEIGHTS,
     WILL BE FACTORED INTO THE DESIGN CALCULATIONS
     FOR THIS UNIT:
     1,000 LBS. PAYLOAD
         0 LBS. IN THE CAB

     SERIES NO. OF CAB/CHASSIS: 950 D

     FRONT GAWR WILL BE A MIN. 4800 LBS.

     REAR GAWR WILL BE A MIN. 13660 LBS.

     GVWR WILL BE A MIN. 17950 LBS.

     CAB/CHASSIS PRICE $31400.00 EA.

     AERIAL & ALL OTHER EQUIPMENT $42400.00 EA.
                                               
 11. AERIAL DEVICE, TRUCK MOUNTED, TELESCOPING AND              1 EA        70,030.00      70,030.00
     ARTICULATING, MEETING TXDOT SPECIFICATION
     NUMBER 065-05-22, REVISED MAY 2007
     WITH 35 FOOT PLATFORM HEIGHT MINIMUM AND UTILITY
     BODY

     MAKE/MODEL:  DTA 35 FP

     F.O.B:
     ATLANTA DIST WHSE
     ATTN SUPERVISOR
     701 EAST MAIN
     ATLANTA TX          75551

     WITH THE FOLLOWING OPTIONS AND SPECIAL
     REQUIREMENTS:

     AERIAL DEVICE OPTIONS:

     NO. 4   OUTRIGGERS
     NO. 6   SINGLE LEVER CONTROL
     NO. 8   EXTRA SET OF ORIGINAL MANUALS

     AERIAL DEVICE SPECIAL REQUIREMENTS:

     PART II, PARA. 6.1:  BUCKET WILL BE END MOUNTED.

     THIS UNIT WILL BE MOUNTED ON A MINIMUM SERIES
     950D CHASSIS, PER THE STATE OF TEXAS,
     AUTOMOBILES AND TRUCKS, TEXAS SPECIFICATION
     NO. 070-AT-2007/2008, AMENDED JUNE 1, 2006,
     (REFER TO PAGE 80)

     MAKE/MODEL:  2008 FORD F-550

     WITH THE FOLLOWING CHASSIS OPTIONS, (STARTING
     ON PAGE 95):
                 
     NO.  37  COLOR, WHITE
     NO.  63  GRILL GUARD, HEAVY DUTY
     NO.  93  RFI PACKAGE
     NO.  94  CRUISE CONTROL AND TILT
     NO. 107  SPARE TIRE AND WHEEL
     NO. 111  SPOTLIGHT
     NO. 124  TOW DEVICES
     NO. 132  TRANSMISSION OIL COOLER
     NO. 258  VINYL SEAT
     NO. 275  AUTOMATIC TRANS W/ PTO PORT

     CHASSIS SPECIAL REQUIREMENT:

     THE FOLLOWING EXTRA TXDOT EQUIPMENT WEIGHTS,
     WILL BE FACTORED INTO THE DESIGN CALCULATIONS
     FOR THIS UNIT:
     1,200 LBS. PAYLOAD
         0 LBS. IN THE CAB

     SERIES NO. OF CAB/CHASSIS:  950 D

     FRONT GAWR WILL BE A MIN. 4800 LBS.

     REAR GAWR WILL BE A MIN. 13660 LBS.

     GVWR WILL BE A MIN. 17950 LBS.

     CAB/CHASSIS PRICE $31380.00 EA.

     AERIAL & ALL OTHER EQUIPMENT $38650.00 EA.
                                               
     VENDOR ACKNOWLEDGES AND CONFIRMS THAT IT IS
     LICENSED BY THE TEXAS MOTOR VEHICLES DIVISION
     OF THE TEXAS DEPARTMENT OF TRANSPORTATION, TO
     ENGAGE IN THE BUSINESS OF SELLING OR EXCHANGING
     MOTOR VEHICLES, AS SPECIFIED IN THE TEXAS MOTOR
     VEHICLE COMMISSION CODE, LATEST REVISION.
                                              
     DELIVERIES SHALL BE MADE BETWEEN 8 AM AND 4 PM
     MONDAY THRU FRIDAY, EXCEPT ON REGULARLY OBSERVED
     STATE OR FEDERAL HOLIDAYS.
                               
     VENDOR SHALL NOTIFY CONSIGNEE 24 HOURS PRIOR TO
     SHIPMENT OF MATERIAL.
                          
     THE GOODS OR MATERIALS ORDERED WILL BE TESTED
     UPON RECEIPT. TESTING WILL TAKE NOT MORE THAN
     10 WORKING DAYS. PAYMENT WILL BE MADE WITHIN
     30 DAYS AFTER TESTS HAVE BEEN COMPLETED AND
     GOODS OR MATERIALS ARE FOUND TO MEET
     SPECIFICATIONS OR THE DAY ON WHICH THE CORRECT
     INVOICE FOR GOODS OR MATERIALS WAS RECEIVED,
     WHICHEVER IS LATER.
                        
     NOTE: IF MATERIAL FAILS TO MEET SPECIFICATIONS,
     VENDOR WILL BE NOTIFIED BY FAX OR MAIL.  VENDOR
     WILL HAVE 10 WORKING DAYS AFTER NOTIFICATION TO
     REMOVE THE REJECTED MATERIAL FROM STATE PROPERTY.
     MATERIAL NOT REMOVED IN THE ALLOTTED TIME PERIOD
     WILL BE DISPOSED OF BY STATE FORCES.
                                         
     QUANTITY INCREASE PROVISION: UPON MUTUAL
     AGREEMENT, THE QUANTITY OF THE PURCHASE ORDER
     MAY BE INCREASED BY UP TO THE NUMBER OF UNIT(S)
     SHOWN AT THE SAME UNIT PRICE, WITHIN 12 MONTHS
     OF THE PURCHASE ORDER DATE. THE VENDOR WILL BE
     NOTIFIED IN WRITING OF ANY ADDITIONAL QUANTITIES
     REQUIRED. DELIVERY OF ADDITIONAL UNIT(S) ORDERED
     UNDER THIS PROVISION SHALL BE MADE WITHIN 45
     DAYS FROM THE DATE OF NOTIFICATION. ANY ADDITI-
     ONAL UNIT(S) REQUIRED SHALL BE DELIVERED TO AN
     F.O.B. POINT WITHIN THE STATE OF TEXAS, AS
     SHOWN ON THE FACE OF THE PURCHASE ORDER CHANGE
     NOTICE (FORM 1064).
                        
     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 TRANSAC-
     TION 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
                                      
 ***PUT REQ # AND ORDER # ON ALL PKGS***           TOTAL THIS ORDER         517,552.00
                                                                                      
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.