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DocuSign Envelope ID: F4D38498-6182-495F-9F57-49F44D76229A
<br /> SECTION D
<br /> rxs ssearsT ruwcxnsrxrssocurrmoe ProForma(Sample Contract)
<br /> any End User Agreements surviving termination of this Contract between H-GAC and CONTRACTOR.
<br /> ARTICLE 7: SUBCONTRACTS&ASSIGNMENTS
<br /> CONTRACTOR agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Contract or any right,
<br /> title, obligation or interest it may have therein to any third party without prior written notice to H-GAC. H-GAC reserves the
<br /> right to accept or reject any such change. CONTRACTOR shall continue to remain responsible for all performance under this
<br /> Contract regardless of any subcontract or assignment. H-GAC shall be liable solely to CONTRACTOR and not to any of its
<br /> Subcontractors or Assignees.
<br /> ARTICLE 8: EXAMINATION AND RETENTION OF CONTRACTOR'S RECORDS
<br /> CONTRACTOR shall maintain during the course of its work, complete and accurate records of items that are chargeable to
<br /> END USER under this Contract. H-GAC, through its staff or its designated public accounting firm, the State of Texas, or the
<br /> United States Government shall have the right at any reasonable time to inspect copy and audit those records on or off the
<br /> premises of CONTRACTOR. Failure to provide access to records may be cause for termination of this Contract.
<br /> CONTRACTOR shall maintain all records pertinent to this Contract for a period of not less than five (5) calendar years from
<br /> the date of acceptance of the final contract closeout and until any outstanding litigation, audit or claim has been resolved. The
<br /> right of access to records is not limited to the required retention period, but shall last as long as the records are retained.
<br /> CONTRACTOR further agrees to include in all subcontracts under this Contract,a provision to the effect that the subcontractor
<br /> agrees that H-GAL'S duly authorized representatives, shall, until the expiration of five (5) calendar years after final payment
<br /> under the subcontract or until all audit findings have been resolved, have access to, and the right to examine and copy any
<br /> directly pertinent books, documents,papers,invoices and records of such subcontractor involving any transaction relating to the
<br /> subcontract.
<br /> ARTICLE 9: REPORTING REQUIREMENTS
<br /> CONTRACTOR agrees to submit reports or other documentation in accordance with the General Terms and Conditions of the
<br /> Bid Specifications. If CONTRACTOR fails to submit to H-GAC in a timely and satisfactory manner any such report or
<br /> documentation, or otherwise fails to satisfactorily render performance hereunder, such failure may be considered cause for
<br /> termination of this Contract.
<br /> ARTICLE 10: MOST FAVORED CUSTOMER CLAUSE
<br /> If CONTRACTOR, at any time during this Contract , routinely enters into agreements with other governmental customers
<br /> within the State of Texas, and offers the same or substantially the same products/services offered to H-GAC on a basis that
<br /> provides prices, warranties, benefits, and or terms more favorable than those provided to H-GAC, CONTRACTOR shall
<br /> notify H-GAC within ten(10)business days thereafter of that offering and this Contract shall be deemed to be automatically
<br /> amended effective retroactively to the effective date of the most favorable contract, wherein CONTRACTOR shall provide
<br /> the same prices, warranties, benefits, or terms to H-GAC and its END USER. H-GAC shall have the right and option at
<br /> any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If
<br /> CONTRACTOR is of the opinion that any apparently more favorable price, warranty, benefit, or term charged and/or
<br /> offered a customer during the term of this Contract is not in fact most favored treatment, CONTRACTOR shall within ten
<br /> (10) business days notify H-GAC in writing, setting forth the detailed reasons CONTRACTOR believes aforesaid offer
<br /> which has been deemed to be a most favored treatment, is not in fact most favored treatment. H-GAC, after due
<br /> consideration of such written explanation, may decline to accept such explanation and thereupon this Contract between H-
<br /> GAC and CONTRACTOR shall be automatically amended, effective retroactively, to the effective date of the most favored
<br /> agreement,to provide the same prices,warranties,benefits, or terms to H-GAC.
<br /> The Parties accept the following definition of routine: A prescribed, detailed course of action to be followed regularly; a
<br /> standard procedure. EXCEPTION.• This clause shall not be applicable to prices and price adjustments offered by a
<br /> bidder, or contractor, which are not within bidder's control[example; a manufacturer's bid concession], or to any prices
<br /> offered to the Federal Government and its agencies.
<br /> ARTICLE 11: SEVERABILITY
<br /> All parties agree that should any provision of this Contract be determined to be invalid or unenforceable, such determination
<br /> shall not affect any other term of this Contract,which shall continue in full force and effect.
<br /> ARTICLE 12: DISPUTES
<br /> Any and all disputes concerning questions of fact or of law arising under this Contract,which are not disposed of by agreement,
<br /> shall be decided by the Executive Director of H-GAC or his designee, who shall reduce his decision to writing and provide
<br /> notice thereof to CONTRACTOR. The decision of the Executive Director or his designee shall be final and conclusive unless,
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