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

Browse Search

DocuSign Envelope ID: F4D38498-6182-495F-9F57-49F44D76229A Ambulances.EMS& Other Special Service Vehicles Page 1 of 4 A CONTRACT BETWEEN HOUSTON-GALVESTON AREA COUNCIL Houston,Texas AND HORTON EMERGENCY VEHICLES Grove City,Ohio This Contract is made and entered into by the Houston-Galveston Area Council of Governments,hereinafter referred to as H-GAC, having its principal place of business at 3555 Timmons Lane, Suite 120,Houston,Texas 77027,AND,Horton Emergency Vehicles, hereinafter referred to as the CONTRACTOR,having its principal place of business at 3800 McDowell Road,Grove City,Ohio 43123. ARTICLE 1: SCOPE OF SERVICES The parties have entered into an Ambulances,EMS&Other Special Service Vehicles Contract to become effective as of October 1, 2014,and to continue through September 30,2016(the =Contract"),subject to extension upon mutual agreement ofthe CONTRACTOR and H-GAC. H-GAC enters into the Contract as Agent for participating governmental agencies, each hereinafter referred to as END USER,for the purchase of Ambulances,EMS&Other Special Service Vehicles offered by the CONTRACTOR in states other than Texas. The CONTRACTOR agrees to sell Ambulances,EMS&Other Special Service Vehicles through the H-GAC Contract to END USERS in states other than Texas. ARTICLE 2: THE COMPLETE AGREEMENT The Contract shall consist of the documents identified below in order of precedence: 1. The text of this Contract form,including but not limited to,Attachment A 2. General Terms and Conditions 3. Bid Specifications No:AM10-14, including any relevant suffixes 4. CONTRACTOR's Response to Bid No:AM10-14, including but not limited to,prices and options offered All of which are either attached hereto or incorporated by reference and hereby made a part of this Contract, and shall constitute the complete agreement between the parties hereto.This Contract supersedes any and all oral or written agreements between the parties relating to matters herein. Except as otherwise provided herein,this Contract cannot be modified without the written consent of both parties. ARTICLE 3: LEGAL AUTHORITY CONTRACTOR and H-GAC warrant and represent to each other that they have adequate legal counsel and authority to enter into this Contract. The governing bodies,where applicable,have authorized the signatory officials to enter into this Contract and bind the parties to the terms of this Contract and any subsequent amendments thereto. ARTICLE 4: APPLICABLE LAWS The parties agree to conduct all activities under this Contract in accordance with all applicable rules,regulations,directives, issuances, ordinances,and laws in effect or promulgated during the term of this Contract. ARTICLE 5: INDEPENDENT CONTRACTOR The execution of this Contract and the rendering of services prescribed by this Contract do not change the independent status of H-GAC or CONTRACTOR. No provision of this Contract or act of H-GAC in performance of this Contract shall be construed as making CONTRACTOR the agent, servant or employee of H-GAC, the State of Texas or the United States Government. Employees of CONTRACTOR are subject to the exclusive control and supervision of CONTRACTOR. CONTRACTOR is solely responsible for employee payrolls and claims arising therefrom. ARTICLE 6: END USER AGREEMENTS H-GAC acknowledges that the END USER may choose to enter into an End User Agreement with the CONTRACTOR through this Contract and that the term of said Agreement may exceed the term of the H-GAC Contract. However this acknowledgement is not to be construed as H-GAC's endorsement or approval ofthe End User Agreement terms and conditions. CONTRACTOR agrees not to offer to, agree to or accept from END USER any terms or conditions that conflict with or contravene those in CONTRACTOR's H-GAC contract. Further,termination of this Contract for any reason shall not result in the termination ofthe underlying End User Agreements entered into between CONTRACTOR and any END USER which shall,in each instance,continue pursuant to their stated terms and duration.The only effect of termination of this Contract is that CONTRACTOR will no longer be able to enter into any new End User Agreements with END USERS pursuant to this Contract. Applicable H-GAC order processing charges will be due and payable to H-GAC on any End User Agreements surviving termination of this Contract between H-GAC and CONTRACTOR. H:ICONTRACTS1Ambulances,EMS&Other Special Service VehicbslHorton Emergency VehicleslAMM-14.29