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<br /> Ambulances,EMS&Other Special Service Vehicles Page 2 of 4
<br /> ARTICLE 7: SUBCONTRACTS&ASSIGNMENTS
<br /> CONTRACTOR agrees not to subcontract,assign,transfer,convey,sublet or otherwise dispose ofthis Contract or any right,title,obligation or
<br /> interest it may have therein to any third party without prior written notice to H-GAC. H-GAC reserves the right to accept or reject any such
<br /> change. CONTRACTOR shall continue to remain responsible for all performance under this Contract regardless of any subcontract or
<br /> assignment. H-GAC shall be liable solely to CONTRACTOR and not to any of its 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 END USER under
<br /> this Contract. H-GAC,through its staff or its designated public accounting firm,the State of Texas,orthe United States Government shall have
<br /> the right at any reasonable time to inspect copy and audit those records on or offthe premises of CONTRACTOR. Failure to provide access to
<br /> records maybe cause for termination ofthis Contract. CONTRACTOR shall maintain all records pertinent to this Contract for a period ofnot
<br /> less than five(5)calendar years from the date of acceptance ofthe final contract closeout and until any outstanding litigation,audit or claim has
<br /> been resolved. The 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 agrees that
<br /> H-GAC'S duly authorized representatives,shall,until the expiration of five(5)calendar years after final payment under the subcontract or until
<br /> all audit findings have been resolved,have access to, and the right to examine and copy any directly pertinent books,documents,papers,
<br /> invoices and records of such subcontractor involving any transaction relating to the subcontract.
<br /> ARTICLE 9: REPORTING REOUIREMENTS
<br /> CONTRACTOR agrees to submit reports or other documentation in accordance with the General Terms and Conditions of the Bid
<br /> Specifications. If CONTRACTOR fails to submit to H-GAC in a timely and satisfactory manner any such report or documentation, or
<br /> otherwise fails to satisfactorily render performance hereunder,such failure may be considered cause for termination of this Contract.
<br /> ARTICLE 10: MOST FAVORED CUSTOMER CLAUSE
<br /> If CONTRACTOR,at anytime during this Contract,routinely enters into agreements with other governmental customers within the State
<br /> of Texas,and offers the same or substantially the same products/services offered to H-GAC on a basis that provides prices,warranties,
<br /> benefits,and or terms more favorable than those provided to H-GAC,CONTRACTOR shall notify H-GAC within ten(10)business days
<br /> thereafter of that offering and this Contract shall be deemed to be automatically amended effective retroactively to the effective date of the
<br /> most favorable contract, wherein CONTRACTOR shall provide the same prices, warranties,benefits,or terms to H-GAC and its END
<br /> USER. H-GAC shall have the right and option at any time to decline to accept any such change,in which case the amendment shall be
<br /> deemed null and void. If CONTRACTOR is of the opinion that any apparently more favorable price,warranty,benefit,or term charged
<br /> and/or offered a customer during the term of this Contract is not in fact most favored treatment,CONTRACTOR shall within ten(10)
<br /> business days notify H-GAC in writing,setting forth the detailed reasons CONTRACTOR believes aforesaid offerwhich has been deemed
<br /> to be a most favored treatment,is not in fact most favored treatment. H-GAC,after due consideration of such written explanation,may
<br /> decline to accept such explanation and thereupon this Contract between H-GAC and CONTRACTOR shall be automatically amended,
<br /> effective retroactively,to the effective date of the most favored agreement,to provide the same prices,warranties,benefits,or terms to H-
<br /> GAC.
<br /> The Parties accept the following definition of routine:A prescribed,detailed course of action to be followed regularly;a standard procedure.
<br /> EXCEPTION: This clause shall not he applicable to prices and price adjustments offered by a bidder,or contractor,which are not
<br /> within bidder's control/example; a manufacturer's bid concession], or to any prices offered to the Federal Government and its
<br /> agencies.
<br /> ARTICLE 11: SEVERABILITY
<br /> All parties agree that should any provision ofthis Contract be determined to be invalid or unenforceable,such determination shall not affect any
<br /> 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 factor of law arising under this Contract,which are not disposed ofby agreement,shall be decided
<br /> by the Executive Director of H-GAC or his designee,who shall reduce his decision to writing and provide notice tbereofto CONTRACTOR.
<br /> The decision of the Executive Director or his designee shall be final and conclusive unless,within thirty(30)days from the date of receipt of
<br /> such notice,CONTRACTOR requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this
<br /> Article, CONTRACTOR shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the
<br /> Executive Director after any such rehearing shall be final and conclusive. CONTRACTOR may,if it elects to do so,appeal the final and
<br /> conclusive decision of the Executive Director to a court of competent jurisdiction, Pending final decision of a dispute hereunder,
<br /> CONTRACTOR shall proceed diligently with the performance of this Contract and in accordance with H-GACIS final decision.
<br /> R\CONTRACTS\Ambulances,EMS&Other Special Service Vehicbs\Horton Emergency VehicleMM10-14,29
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