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DocuSign Envelope ID: F4D38498-6182-495F-9F57-49F44D76229A
<br /> SECTION D
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<br /> within thirty (30) days from the date of receipt of such notice, CONTRACTOR requests a rehearing from the Executive
<br /> Director of H-GAC. In connection with any rehearing under this Article, CONTRACTOR shall be afforded an opportunity to
<br /> be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be
<br /> final and conclusive. CONTRACTOR may, if it elects to do so, appeal the final and conclusive decision of the Executive
<br /> Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, CONTRACTOR shall proceed
<br /> diligently with the performance of this Contract and in accordance with H-GAL'S final decision.
<br /> ARTICLE 13: LIMITATION OF CONTRACTOR'S LIABILITY
<br /> Except as specified in any separate writing between the CONTRACTOR and an END USER, CONTRACTOR's total
<br /> liability under this Contract, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but
<br /> excluding its obligation to indemnify H-GAC described in Article 14, is limited to the price of the particular products/services
<br /> sold hereunder,and CONTRACTOR agrees either to refund the purchase price or to repair or replace product(s)that are not as
<br /> warranted. In no event will CONTRACTOR be liable for any loss of use, loss of time, inconvenience, commercial loss, lost
<br /> profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law.
<br /> CONTRACTOR understands and agrees that it shall be liable to repay and shall repay upon demand to END USER any
<br /> amounts determined by H-GAC , its independent auditors, or any agency of State or Federal government to have been paid in
<br /> violation of the terms of this Contract.
<br /> ARTICLE 14: LIMIT OF H-GAL'S LIABILITY AND INDEMNIFICATION OF H-GAC
<br /> H-GAC's liability under this Contract,whether for breach of contract,warranty,negligence, strict liability,in tort or otherwise,
<br /> is limited to its order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience,
<br /> commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be
<br /> disclaimed by law. Contractor agrees, to the extent permitted by law, to defend and hold harmless H-GAC,its board members,
<br /> officers, agents, officials, employees, and indemnities from any and all claims, costs, expenses (including reasonable attorney
<br /> fees), actions, causes of action,judgments, and liens arising as a result of CONTRACTOR's negligent act or omission under
<br /> this Contract. CONTRACTOR shall notify H-GAC of the threat of lawsuit or of any actual suit filed against
<br /> CONTRACTOR relating to this Contract.
<br /> ARTICLE 15: TERMINATION FOR CAUSE
<br /> H-GAC may terminate this Contract for cause based upon the failure of CONTRACTOR to comply with the terms and/or
<br /> conditions of the Contract; provided that H-GAC shall give CONTRACTOR written notice specifying CONTRACTOR'S
<br /> failure. If within thirty(30) days after receipt of such notice, CONTRACTOR shall not have either corrected such failure,
<br /> or thereafter proceeded diligently to complete such correction, then H-GAC may, at its option, place CONTRACTOR in
<br /> default and the Contract shall terminate on the date specified in such notice. CONTRACTOR shall pay to H-GAC any
<br /> order processing charges due from CONTRACTOR on that portion of the Contract actually performed by CONTRACTOR
<br /> and for which compensation was received by CONTRACTOR.
<br /> ARTICLE 16: TERMINATION FOR CONVENIENCE
<br /> Either H-GAC or CONTRACTOR may cancel or terminate this Contract at any time by giving thirty (30) days written
<br /> notice to the other. CONTRACTOR may be entitled to payment from END USER for services actually performed; to the
<br /> extent said services are satisfactory to END USER. CONTRACTOR shall pay to H-GAC any order processing charges due
<br /> from CONTRACTOR on that portion of the Contract actually performed by CONTRACTOR and for which compensation
<br /> is received by CONTRACTOR.
<br /> ARTICLE 17: CIVIL AND CRIMINAL PROVISIONS AND SANCTIONS
<br /> CONTRACTOR agrees that it will perform under this Contract in conformance with safeguards against fraud and abuse as set
<br /> forth by H-GAC, the State of Texas, and the acts and regulations of any funding entity. CONTRACTOR agrees to notify
<br /> H-GAC of any suspected fraud, abuse or other criminal activity related to this Contract through filing of a written report
<br /> promptly after it becomes aware of such activity.
<br /> ARTICLE 18: GOVERNING LAW&VENUE
<br /> This Contract shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising
<br /> under or in connection with this Contract shall lie exclusively in Harris County, Texas. Disputes between END USER and
<br /> CONTRACTOR are to be resolved in accord with the law and venue rules of the state of purchase. CONTRACTOR shall
<br /> immediately notify H-GAC of such disputes.
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