ACCEPTANCE – This Purchase Order constitutes a binding contract between the Vendor and Region 3 Education Service Center (“R3ESC”), to furnish the goods and/or services specified on the face of the Purchase Order. By acceptance of this Purchase Order, the Vendor agrees to furnish all goods and/or services in accordance with the terms and conditions specified herein. Acceptance of the Vendor’s goods and/or services does not equal acceptance of any of the terms and conditions or other contractual provisions which may be Stated in the Vendor’s documentation or agreements.

AGREEMENT – This Purchase Order and the terms and conditions specified in the Request for Proposals (“RFP”) and any contract entered between R3ESC and the Vendor as a consequence of the RFP represent the basis for the Vendor to deliver the required goods and/or services. This Purchase Order, the RFP, and any contract entered between R3ESC and the Vendor as a consequence of the RFP supersede all prior offers, negotiations, exceptions and understandings, whether oral or in writing. In the event of a conflict among this Purchase Order, the RFP, or the contract, the contract shall control. In the event of a conflict between this Purchase Order and the RFP, the RFP shall control.

ASSIGNMENT – The rights and responsibilities of the Vendor to furnish the goods and/or services specified herein shall not be subcontracted, assigned, transferred, mortgaged, pledged or otherwise disposed of or encumbered in any way by the Vendor, unless previously accepted by R3ESC and the Vendor in writing.

CANCELLATION – R3ESC reserves the right to cancel this Purchase Order at any time. If this Purchase Order is canceled pursuant to the Vendor’s default, R3ESC may obtain similar goods or service(s) elsewhere and charge the Vendor for any damages incurred.

CERTIFICATIONS – The Vendor hereby certifies that it is not a company identified on the Texas Comptroller’s list of companies known to have contracts with, or provide supplies or services to, a foreign organization designated as a Foreign Terrorist Organization by the U.S. Secretary of State. Vendor further certifies and verifies that neither Vendor, nor any affiliate, subsidiary, or parent company of Vendor, if any (the “Vendor Companies”), boycotts Israel, and Vendor agrees that Vendor and Vendor Companies will not boycott Israel during the term of this Purchase Order.  For purposes of this Purchase Order, the term “boycott” shall mean and include terminating business activities or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory.

CHANGES – R3ESC reserves the right to make changes to this Purchase Order (e.g., increase/decrease quantities, change delivery address). Any changes to the Purchase Order shall be communicated to the Vendor by the issuance of a written Change Order.

COMPLIANCE WITH LAWS – Vendor shall comply with all applicable Federal, State, and local laws, statutes, ordinances, standards, orders, rules, and regulations, including, as applicable, workers’ compensation laws, minimum and maximum salary and wage statutes and regulations, prompt payment and licensing laws and regulations. Vendor understands that Vendor is ineligible to receive a contract award with R3ESC if Vendor or its principal(s) is listed on the government wide exclusions in the System for Award Management (Debarment and Suspension Orders Executive Orders 12549 and 12689) or is 30 days or more delinquent in paying child support (Tex. Fam. Code § 231.006). For the entire duration of this Purchase Order, Vendor and all subcontractors shall maintain all required licenses, certifications, permits, and any other documentation necessary to perform this Purchase Order.

DELIVERY – The Vendor shall deliver all goods Free On Board (F.O.B.) Destination, Full Freight Allowed, unless otherwise specified on the Purchase Order. The Vendor must strictly adhere to the delivery and completion schedules specified on the Purchase Order. The obligation of the Vendor to meet the delivery dates, specifications, and quantities set forth in the Purchase Order is of the essence of this Purchase Order. If, at any time, the Vendor believes it may be unable to comply with the delivery or completion schedules, then the Vendor must immediately notify R3ESC’s Chief Financial Officer in writing of the probable length of any anticipated delay and the reasons for it. In the event of such notification or of an actual failure by the Vendor to comply with the delivery or completion schedules, R3ESC may, in addition to all other remedies, require the Vendor, at the Vendor’s expense, to ship the goods via airfreight or expedited routing to avoid or minimize delay.

GOVERNING LAW AND VENUE – The laws of the State of Texas, without regard to its provisions on conflicts of laws, govern this Purchase Order. The exclusive jurisdiction for any dispute under this Purchase Order is the State and Federal courts located in Victoria County, Texas.

REGION 3 EDUCATION SERVICE CENTER (“R3ESC”) – Part of a State-wide system of twenty (20) regional education service centers created by the 59th Texas Legislature to assist school districts across the State. The role of the education service center is to work alongside school districts to carry out the three main objectives as stipulated in the TEC §8.002: to assist school districts improve student performance, to assist school districts to operate efficiently and economically, and to carry out the mandates of the Texas Education Agency and the Texas Legislature.

INDEMNIFICATION – The Vendor shall indemnify and hold harmless R3ESC (including but not limited to R3ESC’s Board of Trustees, employees, and agents) from all claims of liability, costs, expenses, attorney’s fees, fines, penalties, or damages to third parties (including but not limited to the injury or death of persons, or the loss or damage to property) arising out of or in connection with the performance of the Vendor, its employees, agents, and/or subcontractors. Vendor’s obligation under this clause shall survive acceptance and the payment of the goods and/or services by R3ESC.

INSURANCE – The Vendor shall be required to carry insurance protection sufficient to meet all the liabilities that are mentioned herein and that meet the minimum insurance requirements outlined in the RFP and/or any contract entered into between R3ESC and the Vendor as a consequence of the RFP.

INSPECTION – Prior to acceptance of any goods and/or services and continuing for a period of thirty (30) days after R3ESC’s first use of the goods and/or services, R3ESC reserves the absolute right to inspect, test, and reject all goods and/or services, in whole or in part, furnished by the Vendor, to insure that they comply with this Purchase Order, the RFP, and/or any contract entered into between R3ESC and the Vendor as a consequence of the RFP. This right shall exist even if payment has already been made by R3ESC to the Vendor. Goods or services which, in the sole opinion of R3ESC, fail to conform to the required specification(s) or standard(s) may be considered non- conforming.

NON-CONFORMANCE – The Vendor assumes all liability for delivering goods that do not meet the specification(s) and standard(s) specified on the face of the Purchase Order. Any non-conforming goods and/or services which are delivered to R3ESC are accepted under a “reservation of R3ESC’s rights” to contest, dispute, request offsets, reject, or return the non-conforming goods and/or services, in whole or in part. Any tender of goods or performance of services by the Vendor which are non-conforming as to the quality, quantity, or the delivery schedule shall constitute a breach of this Purchase Order and R3ESC shall have the absolute right to reject the goods and/or services, in whole or in part. In the event that R3ESC does not accept any goods and/or services which have been submitted to R3ESC, R3ESC is entitled to any and all remedies that are provided by law. In addition, thereto, R3ESC has the right to do any or all of the following, in R3ESC’s sole discretion:

• to hold the non-conforming goods and/or services for a reasonable period at the Vendor’s risk and expense pending a determination to accept or reject any or all thereof;
• to return the non-conforming goods and/or services to the Vendor at R3ESC’s election and at the Vendor’s risk and expense for replacement or correction, in which case the Vendor shall use best efforts to replace any non-conforming goods and/or services at the Vendor’s risk and expense;
• to accept the non-conforming goods and/or services subject to an equitable price reduction;
• to replace or correct the non-conforming goods and/or services and charge to the Vendor the cost occasioned to R3ESC thereby;
• to recover by offset or otherwise any and all expenses, costs, price reductions, and damages paid, incurred, or suffered by R3ESC as a result of the holding, return, replacement, correction, reductions, or rejections of non- conforming goods and/or services; or
• to terminate this Purchase Order and/or any contract entered into between R3ESC and the

NO SUBSTITUTION – By acceptance of this Purchase Order, the Vendor agrees to deliver the goods and/or render the services in conformance with the specifications and descriptions identified on the face of the Purchase Order, the RFP and/or any contract entered into between R3ESC and the Vendor as a consequence of the RFP. Unless otherwise specified, the Vendor shall not deliver substitutes or inferior materials without prior, written authorization from R3ESC.

PAYMENT TERMS – Itemized invoices shall be directed to R3ESC Accounts Payable department. In accordance with Tex. Gov’t Code § 2251.021, payments are due to Vendor within forty-five (45) days after the later of the following: (1) the date R3ESC receives the goods; (2) the date the performance of the service is completed; or (3) the date R3ESC receives an invoice for the goods and/or services.

PERFORMANCE – By acceptance of this Purchase Order, the Vendor agrees to use best efforts to furnish the goods and/or services mutually agreed upon.

PRICES – The price(s) specified on the face of the Purchase Order shall remain firm until R3ESC has processed the Vendor’s invoice, or until the goods and/or services have been accepted by R3ESC, whichever is later. Prices may be negotiated during the renewal period of any contract entered into between R3ESC and the Vendor as a consequence of the RFP.

PRODUCT RECALL – The Vendor shall notify the Chief Financial Officer of R3ESC immediately if a product recall is instituted on any good and/or service the Vendor has delivered or if the Vendor discovers or becomes aware of any quality or other deficiency in the delivered goods and/or services. This requirement shall survive payment and acceptance of the goods and/or services.

QUANTITIES – The quantities specified for delivery in the Purchase Order are the only quantities required by R3ESC. Therefore, if the Vendor delivers quantities in excess of those specified on the face of the Purchase Order, R3ESC is not required to make any payment for the excess goods and, at R3ESC’s election, may keep or return the excess goods. All risk and expense for the return of the quantities of goods in excess of those specified on the face of the Purchase Order shall be borne by the Vendor unless prior written authorization is issued by R3ESC.

QUALITY – In the event no quality is specified on the face of the Purchase Order, in the RFP, or in any contract entered into between R3ESC and the Vendor as a consequence of the RFP, the goods delivered and/or services rendered hereunder shall be of the best quality. The Vendor shall ensure that all goods delivered to R3ESC be new (i.e., previously unused and in their original packaging) and have not been reconditioned, repackaged, returned, remanufactured, refurbished, or damaged.  The Vendor also warrants that all services will conform to the standard(s) established in this Purchase Order, the RFP, and/or any contract entered into between R3ESC and the Vendor as a consequence of the RFP.

SAFETY – If applicable, the Vendor shall deliver Material Safety Data Sheets (MSDS) with the requested goods. The Vendor shall comply with OSHA safety rules and any other safety guidelines and standards as required by R3ESC. The Vendor agrees to perform services(s) rendered safely, diligently, efficiently, and in a professional manner.

SETOFFS AND RETAINAGES – In addition to the U.C.C. allowed contract by contract right of setoff, R3ESC is entitled to a “party by party” right of set off. R3ESC is not required to mitigate its damages in order to obtain the relief for any breach of contract remedies available to it.

TAXES – R3ESC is tax-exempt. The Vendor shall not include taxes on the invoice.

TITLE – The title to any and all goods, products, merchandise, materials, and/or services that are provided to R3ESC shall pass to R3ESC upon acceptance of the good or payment of the applicable invoice, whichever is later. WARRANTY – The Vendor warrants that all goods and/or services furnished are free from all defects in material and workmanship, meet and conform to all applicable specifications and requirements, and be suitable for its ordinary, intended purpose(s) as well as any special purposes specified by R3ESC, for a period of one (1) year from the date of acceptance of the goods and/or services or payment of the applicable invoice, whichever is later. Neither acceptance of, nor payment of, said goods and services shall constitute a waiver or modification of any of the warranties of the Vendor, or the rights of R3ESC.  The Vendor warrants and represents that all services performed by it or its subcontractors and all material used on R3ESC’s behalf, will be completely paid for and that there are no materialman’s or other liens attached to the goods, products, merchandise, materials, or services which are provided to R3ESC.

FEDERAL & STATE FUNDS: If the source of funds for this purchase is Federal or State funds, the following Federal provisions apply, as applicable: the Davis-Bacon Act (40 U.S.C. § 276a / 29 CFR Part 5), the Copeland “Anti-Kickback” Act (18 U.S.C. § 874 / 29 CFR Part 5), the Equal Opportunity Employment requirements (Executive Orders 11246 and 11375 / 41 CFR Chapter 60), the McNamara-O’Hara Service Contract Act (41 U.S.C. 351), Section 306 of the Clean Air Act (42 U.S.C. § 1857h, Section 508 of the Clean Water Act (33 U.S.C. § 1368), Executive Order 11738, Environmental Protection Agency regulations (40 CFR Part 15), the Contract Work Hours and Safety Act (40 U.S.C. § 3701- 3708; 29 C.F.R. Part 5), Byrd Anti-Lobbying Amendment (31 U.S.C. 1352), Debarment and Suspension (Executive Orders 12549 and 12689), the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR Part 200), the Education Department General Administrative Regulations, 2 C.F.R. Parts 200 and 3474, and 34 C.F.R. Parts 75-77 and 81 (“EDGAR”), and mandatory standards and policies contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).