2016-283-E Emergency Svc - FESCO Emergency Sales for the purchase of new ambulance

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DocuSign Envelope ID: F4D38498-6182-495F-9F57-49F44D76229A 46. CONTRACT ITEM CHANGES a. If a manufacturer discontinues a contracted item, that item will automatically be considered to be deleted from the contract with no penalty to Contractor. However, H-GAC may at it's sole discretion elect to make a contract award to the next low offeror for the item,or take any other action deemed by H-GAC to be in the best interests of End Users,at its sole discretion. b. If a manufacturer makes any change in a contracted item which does not affect the contract price, Contractor shall advise H-GAC of the details. If the 'new'item is equal to or better than the originally contracted item,the 'new'item shall be approved as a replacement. Otherwise H-GAC may allow or reject the change, or take any other action deemed by H-GAC to be in the best interests of End Users, at its sole discretion. If the change is rejected there will be no penalty to Contractor. c. If a manufacturer makes any kind of change in a contracted item which affects the contract price, Contractor shall advise H-GAC of the details. H-GAC may allow or reject the change at its sole discretion. If the change is rejected there will be no penalty to Contractor. However, H-GAC may elect to make a contract award to the next low offeror for the item, or take any other action deemed by H-GAC to be in the best interests of End Users,at its sole discretion. d. In the case of specifically identified catalogs or price sheets which have been contracted as base bid items or as published options, routine published changes to products and pricing shall be automatically incorporated into the contract. However, Contractor must still provide thirty (30) calendar days written notice and an explanation of the changes to products and pricing. H-GAC will respond with written approval. 47. FORCE MAJEURE If either party shall be wholly or partially prevented from the performance of any contractual obligation or duty by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident., order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of Force Majeure shall rest solely with H-GAC.. 48. PERFORMANCE UNDER CONTRACT H-GAC is committed to insuring that Contractor provides effective and efficient service to all Participants in the Cooperative Purchasing Program, and expects that certain Performance Conditions must be met. Failure to meet these conditions may result in contract termination. In that regard, Contractor shall: a. Appoint a dedicated representative to be the contact person and focal point for all matters relating to End User quotations and orders. The representative shall have: A toll free phone number with voice mail; A fax number; A working e-mail address; and A postal address. b. Insure that the representative timely monitors all communication modes listed above, and promptly responds to communications from End Users and H-GAC in any of these modes. Phone calls will be promptly returned,in any event not later than the next business day. Acceptable failure will be due only to Force Majeure. c. Maintain sufficient qualified staff to promptly process all communications from H-GAC or End Users, and to efficiently,effectively and accurately service all requirements of the contract. d. As may be requested by H-GAC, replace any staff members who are not providing the service and expertise deemed necessary by H-GAC for acceptable support of End Users. e. Properly prepare and provide to End User a Contract Pricing Worksheet, or a quotation in other format as approved by H-GAC, for each and every order that is to be executed. £ Furnish, on request of H-GAC, reasonable data, fortes and graphic material to be used in brochures or other print media,or on H-GAC's website. g. Allow access to H-GAC authorized personnel for inspection of operating facilities, and auditing of purchase orders during the contract period,and for a period extending thru the completion of any outstanding orders. Site inspection may be arranged not less than ten(10)calendar days prior, shall include the names of all participants, and shall be at no expense to Contractor. h. Reporting Requirements: • Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous three month period. Such reports shall include,but are not limited to the following: •End User name •Product/Service purchased,including Product Code if applicable Revised: 12/03/09 Page 17 of 19