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<br /> Ambulances EMS& Other Special Service Vehicles Page 3 of 4
<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 liability under this
<br /> Contract,whether for breach of contract,warranty,negligence,strict liability,in tort or otherwise,but excluding its obligation to indemnify
<br /> H-GAC described in Article 14,is limited to the price ofthe particular products/services sold hereunder,and CONTRACTOR agrees eitherto
<br /> refund the purchase price or to repair or replace product(s)that are not as warranted. In no event will CONTRACTOR be liable for any loss of
<br /> use,loss of time,inconvenience,commercial loss,lost profits or savings or other incidental,special or consequential damages to the full extent
<br /> such use may be disclaimed by law. CONTRACTOR understands and agrees that it shall be liable to repay and shall repay upon demand to
<br /> END USER any 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-GAC'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,is limited to its
<br /> order processing charge. in no event will H-GAC be liable for any loss of use,loss of time,inconvenience,commercial loss,lost profits or
<br /> savings or other incidental,special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees,to the
<br /> extent permitted by law,to defend and hold harmless H-GAC,its board members,officers,agents,officials,employees,and indemnities from
<br /> any and all claims,costs,expenses(including reasonable attorney fees),actions,causes of action,judgments,and liens arising as a result of
<br /> CONTRACTOR's negligent act or omission under this Contract. CONTRACTOR shall notify H-GAC of the threat of lawsuit or of any
<br /> actual suit filed against 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 conditions ofthe
<br /> Contract;provided that H-GAC shall give CONTRACTOR written notice specifying CONTRACTOR'S failure. If within thirty(30)
<br /> days after receipt of such notice, CONTRACTOR shall not have,either corrected such failure, or thereafter proceeded diligently to
<br /> complete such correction,then H-GAC may,at its option,place CONTRACTOR in default and the Contract shall terminate on the date
<br /> specified in such notice. CONTRACTOR shall pay to H-GAC any order processing charges due from CONTRACTOR on that portion of
<br /> the Contract actually performed by CONTRACTOR 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 notice to the other.
<br /> CONTRACTOR may be entitled to payment from END USER for services actually performed;to the extent said services are satisfactory
<br /> to END USER.CONTRACTOR shall pay to H-GAC any order processing charges due from CONTRACTOR on that portion of the
<br /> Contract actually performed by CONTRACTOR and for which compensation 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 forth by
<br /> H-GAC,the State of Texas,and the acts and regulations of any funding entity.CONTRACTOR agrees to notify H-GAC of any suspected
<br /> fraud,abuse or other criminal activity related to this Contract through filing ofa written report promptly after it becomes aware of such activity.
<br /> ARTICLE IS: 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 under or in
<br /> connection with this Contract shall lie exclusively in Harris County,Texas. Disputes between END USER and CONTRACTOR are to be
<br /> resolved in accord with the law and venue rules ofthe state of purchase. CONTRACTOR shall immediately notify H-GAC of such disputes.
<br /> ARTICLE 19: PAYMENT OF H-GAC ORDER PROCESSING CHARGE
<br /> CONTRACTOR agrees to sell its products to END USERS based on the pricing and other terms of this Contract, including,but not
<br /> limited to,the payment of the applicable H-GAC order processing charge. On notification from an END USER that an order has been
<br /> placed with CONTRACTOR,H-GAC will invoice CONTRACTOR for the applicable order processing charge.Upon delivery of any
<br /> product/service by CONTRACTOR and acceptance by END USER,CONTRACTOR shall,within thirty(330)calendar days or ten(10)
<br /> business days after receipt of payment,whichever is less,pay H-GAC the full amount of the applicable order processing charge,whether or
<br /> not CONTRACTOR has received an invoice from H-GAC. For sales made by CONTRACTOR based on this contract,including sales to
<br /> entities without lnterlocal Contracts, CONTRACTOR shall pay the applicable order processing charges to H-GAG. Further,
<br /> CONTRACTOR agrees to encourage entities who are not members of H-GAC's Cooperative Purchasing Program to execute an H-GAC
<br /> Interlocal Contract. H-GAC reserves the right to take appropriate actions including, but not limited to, contract termination if
<br /> CONTRACTOR fails to promptly remit H-GAO's order processing charge, In no event shall H-GAC have any liability to
<br /> CONTRACTOR for any goods or services an END USER procures from CONTRACTOR.
<br /> ARTICLE 20: LIQUIDATED DAMAGES
<br /> Any liquidated damages terms will be determined between CONTRACTOR and END USER at the time END USER's purchase order is
<br /> H:1CONTRACTSIAmbulances,EMS&Other Special Service VehicbslHorton Emergency Vehicles\AM1Q-14.29
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