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DocuSign Envelope ID:477C45AE-B489-46C6-84F5-C1CB6A598105
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<br /> The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies,the State of Texas,
<br /> the Federal Bureau of Investigation, and any other duly authorized investigative unit,in carrying out a full
<br /> investigation of all such incidents.
<br /> The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor
<br /> pertaining to this Master Agreement or which would adversely affect the Contractor's ability to perform services
<br /> under this Master Agreement.
<br /> ARTICLE 37: INDEMNIFICATION AND RECOVERY
<br /> H-GAC's liability under this Master Agreement,whether for breach of contract,warranty,negligence, strict
<br /> liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any
<br /> loss of use,loss of time, inconvenience, commercial loss, lost profits, or savings or other incidental, special or
<br /> consequential damages to the full extent such use may be disclaimed by law. Contractor agrees,to the extent
<br /> permitted by law,to defend and hold harmless H-GAC, its board members, officers, agents,officials,employees,
<br /> and indemnities from any and all claims, costs,expenses(including reasonable attorney fees), actions, causes of
<br /> action,judgements, and liens arising as a result of Contractor's negligent act or omission under this Master
<br /> Agreement. Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against Contractor
<br /> relating to this Master Agreement.
<br /> ARTICLE 38: LIMITATION OF CONTRACTOR'S LIABILITY
<br /> Except as specified in any separate writing between the Contractor and an END USER, Contractor's total liability
<br /> under this Master Agreement,whether for breach of contract,warranty,negligence, strict liability, in tort or
<br /> otherwise,but excluding its obligation to indemnify H-GAC, is limited to the price of the particular
<br /> products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace
<br /> product(s)that are not as warranted. In no event will Contractor be liable for any loss of use,loss of time,
<br /> inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to
<br /> the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay
<br /> and shall repay upon demand to END USER any amounts determined by H-GAC, its independent auditors, or any
<br /> agency of State or Federal government to have been paid in violation of the terms of this Master Agreement.
<br /> ARTICLE 39: TITLES NOT RESTRICTIVE
<br /> The titles assigned to the various Articles of this Master Agreement are for convenience only. Titles shall not be
<br /> considered restrictive of the subject matter of any Article, or part of this Master Agreement.
<br /> ARTICLE 40: JOINT WORK PRODUCT
<br /> This Master Agreement is the joint work product of H-GAC and the Contractor. This Master Agreement has been
<br /> negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance
<br /> with its terms and, in the event of any ambiguities,no inferences shall be drawn against any party.
<br /> ARTICLE 41: PROCUREMENT OF RECOVERED MATERIAL
<br /> H-GAC and the Respondent must comply with section 6002 of the Solid Waste Disposal Act, as amended by the
<br /> Resource Conservation and Recovery Act. The requirements of Section 6002 include: (1)procuring only items
<br /> designated in guidelines of the Environmental Protection Agency(EPA)at 40 CFR part 247 that contain the
<br /> highest percentage of recovered materials practicable,consistent with maintaining a satisfactory level of
<br /> competition,where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the
<br /> preceding fiscal year exceeded$10,000; (2)procuring solid waste management services in a manner that
<br /> maximizes energy and resource recovery; and(3)establishing an affirmative procurement program for
<br /> procurement of recovered materials identified in the EPA guidelines. Pursuant to the Federal Rule above, as
<br /> required by the Resource Conservation and Recovery Act of 1976(42 U.S.C. § 6962(c)(3)(A)(i)),Respondent
<br /> certifies that the percentage of recovered materials content for EPA-designated items to be delivered or used in the
<br /> performance of the Contract will be at least the amount required by the applicable contract specifications or other
<br /> contractual requirements.
<br /> ARTICLE 42: COPELAND "ANTI-KICKBACK"ACT
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