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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 />
<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 />
<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 />
<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 />
<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 />
<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 />
<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 />
<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
<br />DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1
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