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DocuSign Envelope ID: F4D38498-6182-495F-9F57-49F44D76229A <br /> SECTION D <br /> rxs ssearsT ruwcxnsrxrssocurrmoe ProForma(Sample Contract) <br /> This is a sample of the contract that will be sent to you for <br /> execution IF you are recommended for a contract award. <br /> Do NOT complete and return with your Response. <br /> A CONTRACT BETWEEN HOUSTON-GALVESTON AREA COUNCIL,Houston,Texas AND <br /> This Contract is made and entered into by the Houston-Galveston Area Council of Governments,hereinafter referred to as <br /> H-GAC, having its principal place of business at 3555 Timmons Lane, Suite 100, Houston, Texas 77027, AND, <br /> hereinafter referred to as the CONTRACTOR,having its principal place of business at <br /> ARTICLE 1: SCOPE OF SERVICES <br /> The parties have entered into a Contract to become effective as of , and to continue through (the <br /> "Contract"), subject to extension upon mutual agreement of the CONTRACTOR and H-GAC. H-GAC enters into the <br /> Contract as Agent for participating governmental agencies, each hereinafter referred to as END USER, for the purchase of <br /> offered by the CONTRACTOR. The CONTRACTOR agrees to sell through the H-GAC Contract to END <br /> USERS. <br /> ARTICLE 2: THE COMPLETE AGREEMENT <br /> The Contract shall consist of the documents identified below in order of precedence: <br /> 1. The text of this Contract form,including but not limited to,Attachment A <br /> 2. General Terms and Conditions <br /> 3. Bid Specifications No: ,including any relevant suffixes <br /> 4. CONTRACTOR's Response to Bid No: ,including but not limited to,prices and options offered <br /> All of which are either attached hereto or incorporated by reference and hereby made a part of this Contract, and shall <br /> constitute the complete agreement between the parties hereto.This Contract supersedes any and all oral or written agreements <br /> between the parties relating to matters herein. Except as otherwise provided herein,this Contract cannot be modified without <br /> the written consent of both parties. <br /> ARTICLE 3: LEGAL AUTHORITY <br /> CONTRACTOR and H-GAC warrant and represent to each other that they have adequate legal counsel and authority to <br /> enter into this Contract. The governing bodies, where applicable, have authorized the signatory officials to enter into this <br /> Contract and bind the parties to the terms of this Contract and any subsequent amendments thereto. <br /> ARTICLE 4: APPLICABLE LAWS <br /> The parties agree to conduct all activities under this Contract in accordance with all applicable rules, regulations, directives, <br /> issuances,ordinances,and laws in effect or promulgated during the term of this Contract. <br /> ARTICLE 5: INDEPENDENT CONTRACTOR <br /> The execution of this Contract and the rendering of services prescribed by this Contract do not change the independent status of <br /> H-GAC or CONTRACTOR. No provision of this Contract or act of H-GAC in performance of this Contract shall be <br /> construed as making CONTRACTOR the agent, servant or employee of H-GAC, the State of Texas or the United States <br /> Government. Employees of CONTRACTOR are subject to the exclusive control and supervision of CONTRACTOR. <br /> CONTRACTOR is solely responsible for employee payrolls and claims arising therefrom. <br /> ARTICLE 6: END USER AGREEMENTS <br /> H-GAC acknowledges that the END USER may choose to enter into an End User Agreement with the CONTRACTOR <br /> through this Contract and that the term of said Agreement may exceed the term of the H-GAC Contract. However this <br /> acknowledgement is not to be construed as H-GAC's endorsement or approval of the End User Agreement terms and <br /> conditions. CONTRACTOR agrees not to offer to, agree to or accept from END USER any terms or conditions that <br /> conflict with or contravene those in CONTRACTOR's H-GAC contract. Further, termination of this Contract for any <br /> reason shall not result in the termination of the underlying End User Agreements entered into between CONTRACTOR and <br /> any END USER which shall, in each instance, continue pursuant to their stated terms and duration. The only effect of <br /> termination of this Contract is that CONTRACTOR will no longer be able to enter into any new End User Agreements with <br /> END USERS pursuant to this Contract. Applicable H-GAC order processing charges will be due and payable to H-GAC on <br /> (06/18/09) Page 1 of <br />