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DocuSign Envelope ID:477C45AE-B489-46C6-84F5-C1CB6A598105
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<br /> agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H-
<br /> GAC.
<br /> ARTICLE 17: TAX EXEMPT STATUS
<br /> H-GAC and Customer members are either units of government or qualified non-profit agencies, and are generally
<br /> exempt from Federal and State sales,excise or use taxes. Respondent must not include taxes in its Response. It is
<br /> the responsibility of Contractor to determine the applicability of any taxes to an order and act accordingly.
<br /> Exemption certificates will be provided upon request.
<br /> ARTICLE 18: EXAMINATION OF RECORDS
<br /> The Contractor shall maintain during the course of the work complete and accurate records of all of the
<br /> Contractor's costs and documentation of items which are chargeable to H-GAC under this Master Agreement. H-
<br /> GAC,through its staff or designated public accounting firm,the State of Texas, and United States Government,
<br /> shall have the right at any reasonable time to inspect, copy and audit those records on or off the premises by
<br /> authorized representatives of its own or any public accounting firm selected by H-GAC. The right of access to
<br /> records is not limited to the required retention period,but shall last as long as the records are retained. Failure to
<br /> provide access to records may be cause for termination of the Master Agreement. The records to be thus
<br /> maintained and retained by the Contractor shall include(without limitation): (1)personnel and payroll records,
<br /> including social security numbers and labor classifications, accounting for total time distribution of the
<br /> Contractor's employees working full or part time on the work, as well as cancelled payroll checks, signed receipts
<br /> for payroll payments in cash, or other evidence of disbursement of payroll payments; (2) invoices for purchases,
<br /> receiving and issuing documents, and all other unit inventory records for the Contractor's stocks or capital items;
<br /> and(3)paid invoices and cancelled checks for materials purchased and for subcontractors'and any other third
<br /> parties'charges.
<br /> Contractor agrees that H-GAC will have the right,with reasonable notice,to inspect its records pertaining to
<br /> purchase orders processed and the accuracy of the fees payable to H-GAC. The Contractor further agrees that the
<br /> examination of records outlined in this article shall be included in all subcontractor or third-party Master
<br /> Agreements.
<br /> ARTICLE 19: RETENTION OF RECORDS
<br /> The Contractor and its subcontractors shall maintain all records pertinent to this Master Agreement, and all other
<br /> financial, statistical,property,participant records, and supporting documentation for a period of no less than seven
<br /> (7)years from the later of the date of acceptance of the final payment or until all audit findings have been resolved.
<br /> If any litigation, claim,negotiation, audit or other action involving the records has been started before the
<br /> expiration of the retention period,the records shall be retained until completion of the action and resolution of all
<br /> issues which arise from it,or until the end of the seven(7)years,whichever is later, and until any outstanding
<br /> litigation, audit, or claim has been fully resolved.
<br /> ARTICLE 20: DISTRIBUTORS,VENDORS,RESELLERS
<br /> Contractor agrees and acknowledges that any such designations of distributors,vendors,resellers or the like are for
<br /> the convenience of the Contractor only and the awarded Contractor will remain responsible and liable for all
<br /> obligations under the Contract and the performance of any designated distributor,vendor,reseller, etc. Contractor
<br /> is also responsible for receiving and processing any Customer purchase order in accordance with the Contract and
<br /> forwarding of the Purchase Order to the designated distributor,vendor,reseller, etc. to complete the sale or service.
<br /> H-GAC reserves the right to reject any entity acting on the Contractor's behalf or refuse to add entities after a
<br /> contract is awarded.
<br /> ARTICLE 21: CHANGE ORDERS AND AMENDMENTS
<br /> A. Any alterations, additions,or deletions to the terms of this Master Agreement,which are required by
<br /> changes in federal or state law or by regulations, are automatically incorporated without written
<br /> amendment hereto,and shall become effective on the date designated by such law or by regulation.
<br /> B. To ensure the legal and effective performance of this Master Agreement,both parties agree that any
<br /> amendment that affects the performance under this Master Agreement must be mutually agreed upon and
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