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8.C.a
<br />Sewer Cleaning. Hvdru-Excavating, Inspection Equipment & Miscellaneous Services Pane 3 of 4
<br />such notice, CONTRACTOR requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this
<br />Article, CONTRACTOR shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the
<br />Executive Director after any such rehearing shall be final and conclusive. CONTRACTOR may, if it elects to do so, appeal the fmal and
<br />conclusive decision of the Executive Director to a court of competent jurisdiction Pending final decision of a dispute hereunder,
<br />CONTRACTOR shall proceed diligently with the performance of this Contract and in accordance with H-GAC'S final decision.
<br />ARTICLE 13: IMITATION 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 of the particular products/services sold hereu nda, and CONTRACTOR agrees either to
<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, inconveuenee, corrmrne vial 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: MITT 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
<br />its order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits
<br />or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to
<br />the extent permitted by law, to defend and hold harmless H-GAC, its board members, officers, agents, officials, employees, and irde mities
<br />from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgments, and liens arising as a
<br />result of CONIRACI OR's negligent act or omission under this Contract. CONTRACTOR shall notify H-GAC of the threat of lawsuit or
<br />of any actual suit filed against CONTRACTOR relating to this Contract.
<br />A tT ICLE 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 of the
<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 of a written report promptly after it becomes aware of such activity.
<br />ARTICLE 18: 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 Hams County, Texas. Disputes between END USER and CONTRACTOR arc to be
<br />resolved in accord with the law and venue rules of the 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 teens 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 (30) 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 />H:ICONTRACTSISewm Cleaning, Ilydm.Excavating, inspection Equipment & Miscellaneous Services\Duke's Root Control, lnclSCo1-18.9
<br />Attachment: H-GAC Contract #SC01-18 Dukes Root Control (2109 : Dukes Root Control)
<br />Packet Pg.
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