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8.C.a
<br />Sewer Cleaning. Hydro -Excavating, Inspection Equipment & Miscellaneous Services Page 2 of 4
<br />effect of termination of this Contract is that CONTRACTOR will no longer be able to enter into any new End User Aggc.nettts with END
<br />USERS pursuant to this Contract. Applicable H-GAC order processing charges will be due and payable to H-GAC on any End User
<br />Agreements surviving termination of this Contract between H-GAC and CONTRACTOR .
<br />ARTICLE 7: $UHCONTRACTS & ASSIGNMENTS
<br />CONTRACTOR agrees not to subcontract, assign, transfer, convey, subset or otherwise dispose of this 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 fine, 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 off the premises of CONTRACTOR. Failure to provide access to
<br />records may be cause for termination of this Contract. CONTRACTOR shall maintain all records pertinent to this Contract for a period of not
<br />less than five (5) calendar years from the date of acceptance of the 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 agues 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 suboontact or until
<br />all audit findings have been resolved, have access to, and the right to examine and oopy 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 18; MOST FAVORED CUSTOMER CLAUSE
<br />V CONTRACTOR, at any time 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 tune to decline to accept any such change, in which case the amendment shall be
<br />cleaned 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 offer which 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 ofaction to be followed regularly; a standard procedure.
<br />EXCEP770N: This clause shall not be applicable toprices and price adjustments offered by a bidder, proposes or contractor, which
<br />are not within bidder's/ proposer's control /example; a manufacturer's bid concession', or to any prices offered to the Federal
<br />Govenune t and its agencies.
<br />ARTICLE 11: SEVERABILITY
<br />All parties agree that should any provision of this 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 effecx.
<br />ARTICLE 12: DISPUTES
<br />Any and all disputes concerning questions of fact or of law arising under this Contract, which are not disposed of by 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 thereof to 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 />H:Y'OMRACTS\SewerCleaning. Hydro -Excavating, Inspection Equipment & Miscellaneous ServicesNDuke4 Root Control, Inc.\SC01-1$.9
<br />Attachment: H-GAC Contract #SC01-18 Dukes Root Control (2109 : Dukes Root Control)
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