Common use of ACCEPTANCE AND REJECTION Clause in Contracts

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”) and Contractor shall not be entitled to payment and the City shall have no duty to pay Contractor unless the Director accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26. 2.26.2 Contractor shall provide written notice to the Director upon completion or delivery of the services or Deliverables specified in Exhibit “B” and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If the Director fails to provide a written notice of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreement. 2.26.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance of the services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City. 2.26.4 If the Director rejects any services or Deliverables, in whole or part, Contractor shall have fifteen (15) Business Days after the Director sends written notification of rejection to correct or otherwise replace such services or Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreement. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director does not accept any services or Deliverable after one or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services and other Deliverables and the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate this Agreement, in whole or in part, as provided in Section 4.05 of this Agreement. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”) and Contractor shall not be entitled to payment and the City shall have no duty to pay Contractor unless the Director accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26. 2.26.2 Contractor shall provide written notice to the Director upon completion or delivery of the services or Deliverables specified in Exhibit “B” and in a Task Order issued by the City”. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If the Director fails to provide a written notice of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreement. 2.26.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance of the services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City. 2.26.4 If the Director rejects any services or Deliverables, in whole or part, Contractor shall have fifteen (15) Business Days after the Director sends written notification of rejection to correct or otherwise replace such services or Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreement. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director does not accept any services or Deliverable after one or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services and other Deliverables and the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate this Agreement, in whole or in part, as provided in Section 4.05 of this Agreement. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”) and 3.24.1. Contractor shall not be entitled to payment and the City shall have no duty to pay Contractor unless the Director accepts has accepted the services Services and other Deliverables specified as set forth in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26.A. 2.26.2 3.24.2. Contractor shall provide written notice to the Director upon completion or and/or delivery of the services or Deliverables specified Services as set forth in Exhibit “B” and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the A. The Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Deliverables Accept in writing such Services on or before the 20th Business Day from his after the date of receipt of the Contractor’s written such notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If unless, prior to such 20th Business Day, the Director fails to provide a sends written notice of acceptance or rejection by to Contractor stating the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables reason(s) why any Services have been rejected and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreementnot Accepted. 2.26.3 3.24.3. Notwithstanding anything to the contrary in this Agreement Exhibit A or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance Acceptance of the services and other Deliverables Services set forth in Exhibit “B”, if any, and in a Task Order issued by the City.A. 2.26.4 3.24.4. If the Director rejects any services or Deliverables, in whole or partServices, Contractor shall have fifteen (15) 10 Business Days after the Director sends written notification notice of rejection to correct or otherwise replace such services or Deliverables Services as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided this Agreement, at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this AgreementServices. 2.26.5 3.24.5. Notwithstanding anything to the contrary in this Agreementherein or elsewhere, if the Director does not accept any services or Deliverable Services after one or more attempted correction(s) or replacement(s) of such services or Deliverables Services by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services all Services (whether or not previously accepted), the City shall return all Equipment and other Deliverables and Software to Contractor at no cost to the City, the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate under this Agreement, in whole or in part, as provided in Section 4.05 of Contractor shall immediately refund any and all amounts paid by City under this Agreement, and this Agreement shall immediately terminate. 2.26.6 3.24.6. The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Commercial Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”) and Contractor 3.14.1. Consultant shall not be entitled to payment and the City shall have no duty to pay Contractor Consultant unless the Director accepts has Accepted the services Services and other Deliverables specified as set forth in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26A”. 2.26.2 Contractor 3.14.2 Consultant shall provide written notice to the Director upon completion or and/or delivery of the services or Services and other Deliverables specified as set forth in Exhibit “B” and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the A. The Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Accept in writing such Services and other Deliverables on or before the 20th Business Day from his after the date of receipt of the Contractor’s written such notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If unless, prior to such 20th Business Day, the Director fails to provide a sends written notice of acceptance or rejection by to Consultant stating the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or reason(s) why any Services and other Deliverables have been rejected and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreementnot Accepted. 2.26.3 3.14.3 Notwithstanding anything to the contrary in this Agreement Exhibit A or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance Acceptance of the services Services and other Deliverables set forth in Exhibit “BA”, if any, and in a Task Order issued by the City. 2.26.4 3.14.4 If the Director rejects any services Services or other Deliverables, in whole or part, Contractor Consultant shall have fifteen (15) 10 Business Days after the Director sends written notification notice of rejection to correct or otherwise replace such services Services or other Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided this Agreement, at no additional cost to the City. Contractor Consultant shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept Accept or reject (as provided under this Section) and Contractor Consultant shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts Accepts in writing all previously rejected services Services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreementother Deliverables. 2.26.5 3.14.5 Notwithstanding anything to the contrary in this Agreementherein or elsewhere, if the Director does not accept Accept any services Services or Deliverable other Deliverables after one or more attempted correction(s) or replacement(s) of such services Services or other Deliverables by ContractorConsultant , the Director may, in his sole discretion, issue a written final rejection notice to Contractor Consultant for such services all Services and other Deliverables (whether or not previously Accepted), the City shall return all Equipment and Software to Consultant at no cost to the City, the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate under this Agreement, in whole or in part, as provided in Section 4.05 of Consultant shall immediately refund any and all amounts paid by City under this Agreement, and this Agreement shall immediately terminate. 2.26.6 3.14.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Commercial Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”) and 3.19.1. Contractor shall not be entitled to payment and the City shall have no duty to pay Contractor unless the Director accepts Chief Procurement Officer has Accepted the services Services and other Deliverables specified as set forth in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26.A. 2.26.2 3.19.2. Contractor shall provide written notice to the Director Chief Procurement Officer upon completion or and/or delivery of the services or Services and other Deliverables specified in Exhibit “B” and in a Task Order issued by the Cityas set forth in 3.19.3. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If the Director fails to provide a written notice of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreement. 2.26.3 Notwithstanding anything to the contrary in this Agreement Exhibit A or elsewhere, the Director Chief Procurement Officer may, in his sole discretion, approve in writing a partial acceptance Acceptance of the services Services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City.A. 2.26.4 3.19.4. If the Director Chief Procurement Officer rejects any services Services or other Deliverables, in whole or part, Contractor shall have fifteen (15) 10 Business Days after the Director Chief Procurement Officer sends written notification notice of rejection to correct or otherwise replace such services Services or other Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided this Agreement, at no additional cost to the City. Contractor shall provide written notice to the Director Chief Procurement Officer upon completion of any such correction(s) or replacement(s) after the receipt of which the Director Chief Procurement Officer shall continue to either accept Accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts Chief Procurement Officer Accepts in writing all previously rejected services Services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreementother Deliverables. 2.26.5 3.19.5. Notwithstanding anything to the contrary in this Agreementherein or elsewhere, if the Director Chief Procurement Officer does not accept Accept any services Services or Deliverable other Deliverables after one or more attempted correction(s) or replacement(s) of such services Services or other Deliverables by Contractor, the Director Chief Procurement Officer may, in his sole discretion, issue a written final rejection notice to Contractor for such services all Services and other Deliverables (whether or not previously Accepted), the City shall return all Equipment and Software to Contractor at no cost to the City, the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate under this Agreement, in whole or in part, as provided in Section 4.05 of Contractor shall immediately refund any and all amounts paid by City under this Agreement, and this Agreement shall immediately terminate. 2.26.6 3.19.6. The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Commercial Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”) and Contractor 3.24.1. Consultant shall not be entitled to payment and the City shall have no duty to pay Contractor Consultant unless the Director accepts has Accepted the services Services and other Deliverables specified as set forth in Exhibit “B” and such Request for Payment is issued A or in conjunction with the issuance of a any subsequent Task Order in accordance with this Section 2.26Orders. 2.26.2 Contractor 3.24.2. Consultant shall provide written notice to the Director upon completion or and/or delivery of the services or Services and other Deliverables specified as set forth in Exhibit “B” and A or in a any subsequent Task Order issued by the CityOrders. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the The Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Accept in writing such Services and other Deliverables on or before the 20th Business Day from his after the date of receipt of the Contractor’s written such notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If unless, prior to such 20th Business Day, the Director fails to provide a sends written notice of acceptance or rejection by to Consultant stating the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or reason(s) why any Services and other Deliverables have been rejected and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreementnot Accepted. 2.26.3 3.24.3. Notwithstanding anything to the contrary in this Agreement Exhibit A, subsequent Task Orders, or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance Acceptance of the services Services and other Deliverables set forth in Exhibit “B”, if any, and A or in a any subsequent Task Order issued by the CityOrders. 2.26.4 3.24.4. If the Director rejects any services Services or other Deliverables, in whole or part, Contractor Consultant shall have fifteen (15) 10 Business Days after the Director sends written notification notice of rejection to correct or otherwise replace such services Services or other Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided this Agreement, at no additional cost to the City. Contractor Consultant shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept Accept or reject (as provided under this Section) and Contractor Consultant shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts Accepts in writing all previously rejected services Services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreementother Deliverables. 2.26.5 3.24.5. Notwithstanding anything to the contrary in this Agreementherein or elsewhere, if the Director does not accept Accept any services Services or Deliverable other Deliverables after one or more attempted correction(s) or replacement(s) of such services Services or other Deliverables by ContractorConsultant, the Director may, in his sole discretion, issue a written final rejection notice to Contractor Consultant for such services all Services and other Deliverables (whether or not previously Accepted), the City shall return all Equipment and Software to Consultant at no cost to the City, the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate under this Agreement, in whole or in part, as provided in Section 4.05 of Consultant shall immediately refund any and all amounts paid by City under this Agreement, and this Agreement shall immediately terminate. 2.26.6 3.24.6. The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Commercial Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”) and Contractor shall not be entitled to payment and the City shall have no duty to pay Contractor unless the Director accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26. 2.26.2 Contractor shall provide written notice to the Director upon completion or delivery of the services or Deliverables specified in Exhibit “B” and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If the Director fails to provide a written notice of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreement. 2.26.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance of the services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City. 2.26.4 If the Director rejects any services or Deliverables, in whole or part, Contractor shall have fifteen (15) Business Days after the Director sends written notification of rejection to correct or otherwise replace such services or Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director DocuSign Envelope ID: 800C2088-71B0-4F17-94BD-2763A360D3C6 upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreement. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director does not accept any services or Deliverable Deliverables after one two or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, the Director may, in his sole reasonable discretion, issue a written final rejection notice to Contractor for such services and other Deliverables and the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate this Agreement, in whole or in part, as provided in Section 4.05 of this Agreement. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”) and Contractor 4.3.1 Consultant shall not be entitled to payment and the City shall have no duty to pay Contractor Consultant unless the Director accepts has Accepted the services Services and other Deliverables specified as set forth in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26.A. 2.26.2 Contractor 4.3.2 Consultant shall provide written notice to the Director upon completion or and/or delivery of the services or Services and other Deliverables specified as set forth in Exhibit “B” and in a Task Order issued by the City. A. On or before the twentieth (20th) 20th Business Day after the date the Director receives Contractor’s such written notice of completion or and/or delivery, the Director shall provide written notice to Contractor stating notify Consultant whether the Director has accepted the Services and other Deliverables or rejected the said services or Deliverables and deliverables, along with the reason(s) for any the rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If the Director fails to provide a written notice of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreementif any. 2.26.3 4.3.3 Notwithstanding anything to the contrary in this Agreement Exhibit A or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance Acceptance of the services Services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City.A. 2.26.4 4.3.4 If the Director rejects any services Services or other Deliverables, in whole or part, Contractor Consultant shall have fifteen (15) 10 Business Days after the Director sends written notification notice of rejection to correct or otherwise replace such services Services or other Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided this Agreement, at no additional cost to the City. Contractor Consultant shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept Accept or reject (as provided under this Section) and Contractor Consultant shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts Accepts in writing all previously rejected services Services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreementother Deliverables. 2.26.5 4.3.5 Notwithstanding anything to the contrary in this Agreementherein or elsewhere, if the Director does not accept Accept any services Services or Deliverable other Deliverables after one or more attempted correction(s) or replacement(s) of such services Services or other Deliverables by ContractorConsultant, the Director may, in his sole discretion, issue a written final rejection notice to Contractor Consultant for such services all Services and other Deliverables (whether or not previously Accepted), and then the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default under this Agreement and elect to terminate this Agreement, in whole or in part, as provided in Section 4.05 of this AgreementAgreement shall immediately terminate. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”) and Contractor 3.24.1. Consultant shall not be entitled to payment and the City shall have no duty to pay Contractor Consultant unless the Director accepts has Accepted the services Services and other Deliverables specified as set forth in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26.A. 2.26.2 Contractor 3.24.2. Consultant shall provide written notice to the Director upon completion or and/or delivery of the services or Services and other Deliverables specified as set forth in Exhibit “B” and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the A. The Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Accept in writing such Services and other Deliverables on or before the 20th Business Day from his after the date of receipt of the Contractor’s written such notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If unless, prior to such 20th Business Day, the Director fails to provide a sends written notice of acceptance or rejection by to Consultant stating the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or reason(s) why any Services and other Deliverables have been rejected and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreementnot Accepted. 2.26.3 3.24.3. Notwithstanding anything to the contrary in this Agreement Exhibit A or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance Acceptance of the services Services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City.A. 2.26.4 3.24.4. If the Director rejects any services Services or other Deliverables, in whole or part, Contractor Consultant shall have fifteen (15) 10 Business Days after the Director sends written notification notice of rejection to correct or otherwise replace such services Services or other Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided this Agreement, at no additional cost to the City. Contractor Consultant shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept Accept or reject (as provided under this Section) and Contractor Consultant shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts Accepts in writing all previously rejected services Services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreementother Deliverables. 2.26.5 3.24.5. Notwithstanding anything to the contrary in this Agreementherein or elsewhere, if the Director does not accept Accept any services Services or Deliverable other Deliverables after one or more attempted correction(s) or replacement(s) of such services Services or other Deliverables by ContractorConsultant, the Director may, in his sole discretion, issue a written final rejection notice to Contractor Consultant for such services all Services and other Deliverables (whether or not previously Accepted), the City shall return all Equipment and Software to Consultant at no cost to the City, the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate under this Agreement, in whole or in part, as provided in Section 4.05 of Consultant shall immediately refund any and all amounts paid by City under this Agreement, and this Agreement shall immediately terminate. 2.26.6 3.24.6. The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Commercial Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”) and Contractor shall not be entitled to payment and the City shall have no duty to pay Contractor unless the Director Project Administrator accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26. 2.26.2 Contractor shall provide written notice to the Director Project Administrator upon completion or delivery of the services or Deliverables specified in Exhibit “B” and in a Task Order issued by the City”. On or before the twentieth (20th) Business Day after the date the Director Project Administrator receives Contractor’s written notice of completion or deliverynotice, the Director Project Administrator shall provide written notice to Contractor stating whether the Director Project Administrator has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director Project Administrator to provide written notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his their receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director Project Administrator or the City. If the Director Project Administrator fails to provide a written notice of acceptance or rejection by the 20th Business Day from the DirectorProject Administrator’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment shall be subject to the DirectorProject Administrator’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreement.. DocuSign Envelope ID: E27BB58C-74AF-47AF-BA25-4C4792676C6A 2.26.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, the Director Project Administrator may, in his their sole discretion, approve in writing a partial acceptance of the services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City. 2.26.4 If the Director Project Administrator rejects any services or Deliverables, in whole or part, Contractor shall have fifteen (15) Business Days after the Director sends Contractor receives the Project Administrator written notification of rejection to correct or otherwise replace such services or Deliverables as necessary to conform to the DirectorProject Administrator’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director Project Administrator upon completion of any such correction(s) or replacement(s) after the receipt of which the Director Project Administrator shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director Project Administrator either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreement. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director Project Administrator does not accept any services or Deliverable after one or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, the Director may, in his their sole discretion, issue a written final rejection notice to Contractor for such services and other Deliverables and the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate this Agreement, in whole or in part, as provided in Section 4.05 of this Agreement. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”) and Contractor shall not be entitled to payment and the City shall have no duty to pay Contractor unless the Director accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26.. DocuSign Envelope ID: 3D41A41B-FF47-4D67-9005-F69495B5A611 2.26.2 Contractor shall provide written notice to the Director upon completion or delivery of the services or Deliverables specified in Exhibit “B” and in a Task Order issued by the City”. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If the Director fails to provide a written notice of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreement. 2.26.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance of the services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City. 2.26.4 If the Director rejects any services or Deliverables, in whole or part, Contractor shall have fifteen (15) Business Days after the Director sends written notification of rejection to correct or otherwise replace such services or Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreement. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director does not accept any services or Deliverable Deliverables after one or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services and other Deliverables and the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate this Agreement, in whole or in part, as provided in Section 4.05 of this Agreement. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.. DocuSign Envelope ID: 3D41A41B-FF47-4D67-9005-F69495B5A611

ACCEPTANCE AND REJECTION. 2.26.1 Except Subject to Conditions 13.1.1. and 13.1.2., the Goods shall be delivered DDP to the AHDB Stores and the Services performed at the place specified in the Contract. Delivery shall take place at the entrance to the relevant building or such other building as may be specified and not roadside unless otherwise agreed in writing prior to delivery. Supplies of Goods by letter post may be addressed to the Principal Office. A different place of delivery or performance may be agreed: in Writing prior to delivery of the Goods or the performance of the Services; or orally prior to such delivery or performance and where appropriate subsequently confirmed in Writing. The Supplier shall unload the Goods at its own risk as directed by AHDB. Unless otherwise stipulated by AHDB, deliveries shall only be accepted by AHDB in Business Hours. The date for delivery shall be specified, or if no such date is specified then unless otherwise agreed delivery shall take place within 28 days of the order. The Goods shall remain at the risk of the Supplier until delivery in accordance with the Contract to AHDB is complete (including unloading and stacking) when ownership of the Goods shall pass to AHDB. In respect of Goods, the Supplier shall invoice AHDB upon, but separately from, despatch of the Goods to AHDB. In respect of Services, the Supplier shall invoice AHDB monthly in arrears (or at such other frequency as may be agreed between the Parties). The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which shows, among other things, the Purchase Order number, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. Time shall be of the essence of the Contract in relation to the Supplier’s obligation to supply the Goods and Services unless otherwise specifically agreed in Writing. If the Goods are not delivered on the due date, the Services are not provided in this Section 2.26accordance with the agreed timetable or if the Goods or Services (in the reasonable opinion of AHDB) do not comply with the Purchase Order, Contractor the Specification or any other standards stipulated by AHDB then, without prejudice to any other rights which it may have, subject to Condition 14.12. AHDB reserves the right to terminate the Contract. All Goods shall not submit an invoice be packaged by the Supplier so as to ensure that they will be in good condition upon arrival at their destination. If the Supplier requires AHDB to return any packaging material to the Supplier that fact must be clearly stated on any delivery note delivered to AHDB and any such packaging material shall only be returned to the Supplier at the cost of the Supplier. Where AHDB agrees in Writing to accept delivery of Goods or request for payment (each, Services by instalments the Contract shall be construed as a “Request for Payment”) single contract in respect of each instalment. Nevertheless failure by the Supplier to properly deliver any one instalment shall entitle AHDB at its option to treat the whole Contract as repudiated. If the Goods are delivered to AHDB in excess of the quantities ordered AHDB shall be entitled to reject the excess Goods and Contractor shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier's risk and shall be available for collection at the Supplier's expense within 3 months. Thereafter AHDB may dispose of such excess Goods at the Supplier's expense. AHDB shall not be deemed to have accepted the Goods until it has had 7 days to inspect them following delivery. AHDB shall also have the right to reject the Goods as though they had not been accepted for 14 days after any Latent Defect in the Goods has become apparent. The Supplier agrees that AHDB or AHDB’s representative shall be entitled to payment and monitor the City shall have no duty to pay Contractor unless the Director accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26. 2.26.2 Contractor shall provide written notice to the Director upon completion or delivery performance of the services or Deliverables specified in Exhibit “B” Contract at any reasonable time and, save where AHDB has good reason not to give any notice, on reasonable notice and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice to inspect and take copies of completion or delivery, the Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure relevant records of the Director to provide written notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the CitySupplier. If the Director fails to provide a written notice of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment The Supplier shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreement. 2.26.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance of the services and other Deliverables set forth in Exhibit “B”, if anypromptly, and in a Task Order issued by any case within one week of its becoming aware of any circumstances likely to adversely affect the City. 2.26.4 If supply of the Director rejects any services Goods and Services or Deliverablesthe time in which this will be completed, in whole or part, Contractor shall have fifteen (15) Business Days after the Director sends written notification of rejection to correct or otherwise replace such services or Deliverables as necessary to conform bring these matters to the Directorattention of AHDB’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables Primary Contact in Writing and the Primary Contacts shall reasonably agree any consequential action that shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreementtaken. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director does not accept any services or Deliverable after one or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services and other Deliverables and the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate this Agreement, in whole or in part, as provided in Section 4.05 of this Agreement. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except Subject to Conditions 13.1.1 and 13.1.2, the Goods shall be delivered DDP to the AHDB Stores and the Services performed at the place specified in the Contract. Delivery shall take place at the entrance to the relevant building or such other building as may be specified and not roadside unless otherwise agreed in writing prior to delivery. Supplies of Goods by letter post may be addressed to the Principal Office. A different place of delivery or performance may be agreed: in Writing prior to delivery of the Goods or the performance of the Services; or orally prior to such delivery or performance and where appropriate subsequently confirmed in Writing. The Supplier shall unload the Goods at its own risk as directed by AHDB. Unless otherwise stipulated by AHDB, deliveries shall only be accepted by AHDB in Business Hours. The date for delivery shall be specified, or if no such date is specified then unless otherwise agreed delivery shall take place within 28 days of the order. The Goods shall remain at the risk of the Supplier until delivery in accordance with the Contract to AHDB is complete (including unloading and stacking) when ownership of the Goods shall pass to AHDB. In respect of Goods, the Supplier shall invoice AHDB upon, but separately from, despatch of the Goods to AHDB. In respect of Services, the Supplier shall invoice AHDB monthly in arrears (or at such other frequency as may be agreed between the Parties). The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which shows, among other things, the Purchase Order number, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. Time shall be of the essence of the Contract in relation to the Supplier’s obligation to supply the Goods and Services unless otherwise specifically agreed in Writing. If the Goods are not delivered on the due date, the Services are not provided in this Section 2.26accordance with the agreed timetable or if the Goods or Services (in the reasonable opinion of AHDB) do not comply with the Purchase Order, Contractor the Specification or any other standards stipulated by AHDB then, without prejudice to any other rights which it may have, subject to Condition 14.12 AHDB reserves the right to terminate the Contract. All Goods shall not submit an invoice be packaged by the Supplier so as to ensure that they will be in good condition upon arrival at their destination. If the Supplier requires AHDB to return any packaging material to the Supplier that fact must be clearly stated on any delivery note delivered to AHDB and any such packaging material shall only be returned to the Supplier at the cost of the Supplier. Where AHDB agrees in Writing to accept delivery of Goods or request for payment (each, Services by instalments the Contract shall be construed as a “Request for Payment”) single contract in respect of each instalment. Nevertheless failure by the Supplier to properly deliver any one instalment shall entitle AHDB at its option to treat the whole Contract as repudiated. If the Goods are delivered to AHDB in excess of the quantities ordered AHDB shall be entitled to reject the excess Goods and Contractor shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier's risk and shall be available for collection at the Supplier's expense within 3 months. Thereafter AHDB may dispose of such excess Goods at the Supplier's expense. AHDB shall not be deemed to have accepted the Goods until it has had 7 days to inspect them following delivery. AHDB shall also have the right to reject the Goods as though they had not been accepted for 14 days after any Latent Defect in the Goods has become apparent. The Supplier agrees that AHDB or AHDB’s representative shall be entitled to payment and monitor the City shall have no duty to pay Contractor unless the Director accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26. 2.26.2 Contractor shall provide written notice to the Director upon completion or delivery performance of the services or Deliverables specified in Exhibit “B” Contract at any reasonable time and, save where AHDB has good reason not to give any notice, on reasonable notice and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice to inspect and take copies of completion or delivery, the Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure relevant records of the Director to provide written notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the CitySupplier. If the Director fails to provide a written notice of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment The Supplier shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreement. 2.26.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance of the services and other Deliverables set forth in Exhibit “B”, if anypromptly, and in a Task Order issued by any case within one week of its becoming aware of any circumstances likely to adversely affect the City. 2.26.4 If supply of the Director rejects any services Goods and Services or Deliverablesthe time in which this will be completed, in whole or part, Contractor shall have fifteen (15) Business Days after the Director sends written notification of rejection to correct or otherwise replace such services or Deliverables as necessary to conform bring these matters to the Directorattention of AHDB’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables Primary Contact in Writing and the Primary Contacts shall reasonably agree any consequential action that shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreementtaken. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director does not accept any services or Deliverable after one or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services and other Deliverables and the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate this Agreement, in whole or in part, as provided in Section 4.05 of this Agreement. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”) and Contractor 1. Consultant shall not be entitled to payment and the City shall have no duty to pay Contractor unless the Director accepts has Accepted the services Services and other Deliverables specified as set forth in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26A”. 2.26.2 2. Contractor shall provide written notice to the Director upon completion or and/or delivery of the services or Services and other Deliverables specified as set forth in Exhibit “B” and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the A. The Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Accept in writing such Services and other Deliverables on or before the 20th Business Day from his after the date of receipt of the Contractor’s written such notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If unless, prior to such 20th Business Day, the Director fails to provide a sends written notice of acceptance or rejection by to Contractor stating the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or reason(s) why any Services and other Deliverables have been rejected and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreementnot Accepted. 2.26.3 3. Notwithstanding anything to the contrary in this Agreement Exhibit A or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance Acceptance of the services Services and other Deliverables set forth in Exhibit “BA”, if any, and in a Task Order issued by the City. 2.26.4 4. If the Director rejects any services Services or other Deliverables, in whole or part, Contractor shall have fifteen (15) 10 Business Days after the Director sends written notification notice of rejection to correct or otherwise replace such services Services or other Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided this Agreement, at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept Accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts Accepts in writing all previously rejected services Services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreementother Deliverables. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director does not accept any services or Deliverable after one or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services and other Deliverables and the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate this Agreement, in whole or in part, as provided in Section 4.05 of this Agreement. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”) and 3.15.1. Contractor shall not be entitled to payment and the City shall have no duty to pay Contractor unless the Director accepts has Accepted the services Services and other Deliverables specified as set forth in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26.A. 2.26.2 3.15.2. Contractor shall provide written notice to the Director upon completion or and/or delivery of the services or Services and other Deliverables specified as set forth in Exhibit “B” and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the A. The Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Accept in writing such Services and other Deliverables on or before the 20th Business Day from his after the date of receipt of the Contractor’s written such notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If unless, prior to such 20th Business Day, the Director fails to provide a sends written notice of acceptance or rejection by to Contractor stating the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or reason(s) why any Services and other Deliverables have been rejected and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreementnot Accepted. 2.26.3 3.15.3. Notwithstanding anything to the contrary in this Agreement Exhibit A or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance Acceptance of the services Services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City.A. 2.26.4 3.15.4. If the Director rejects any services Services or other Deliverables, in whole or part, Contractor shall have fifteen (15) 10 Business Days after the Director sends written notification notice of rejection to correct or otherwise replace such services Services or other Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided this Agreement, at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept Accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts Accepts in writing all previously rejected services Services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreementother Deliverables. 2.26.5 3.15.5. Notwithstanding anything to the contrary in this Agreementherein or elsewhere, if the Director does not accept Accept any services Services or Deliverable other Deliverables after one or more attempted correction(s) or replacement(s) of such services Services or other Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services all Services and other Deliverables (whether or not previously Accepted), the City shall return all Equipment and Software to Contractor at no cost to the City, the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate under this Agreement, in whole or in part, as provided in Section 4.05 of Contractor shall immediately refund any and all amounts paid by City under this Agreement, and this Agreement shall immediately terminate. 2.26.6 3.15.6. The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Commercial Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor Leiner shall not submit an invoice or request for payment (each, a “Request for Payment”) and Contractor shall not be entitled to payment and the City shall have no duty to pay Contractor unless the Director accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26. 2.26.2 Contractor shall provide give written notice to Genpharm of any claims that the Director upon completion or delivery of the services or Deliverables specified in Exhibit “B” and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the Director shall provide written notice Product purchased pursuant to Contractor stating whether the Director has accepted or rejected the services or Deliverables along this Agreement does not comply with the reason(s) for any rejection. Failure requirements of the Director to provide written notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If the Director fails to provide a written notice of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 7.1 of this Agreement. 2.26.3 Notwithstanding anything Agreement promptly upon its becoming aware of such non-compliance. In the event that Leiner shall fail to the contrary in this Agreement or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance of the services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City. 2.26.4 If the Director rejects any services or Deliverables, in whole or part, Contractor shall have fifteen (15) Business Days after the Director sends written notification of rejection to correct or otherwise replace such services or Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director upon completion notify Genpharm of any such correction(sclaim within thirty (30) or replacement(sbusiness days of Leiner's receixx xx xxemed receipt thereof at the Leiner Facility, such Product shall be deemed accepted by Leiner. Any notice by Leiner pursuant to this Section 4.3 that any Product does not comply with the terms and conditions hereof shall be accompanied by a true and correct copy of the results of any tests conducted by Leiner thereon. Leiner and Genpharm shall cooperate in good faith with the Manufacturer to resolve any disputes arising therefrom and in the event that the parties shall be unable to resolve such dispute within thirty (30) after calendar days from the date of the Manufacturer's receipt of Leiner's noticx xxxxxant to this Section 4.3, the parties shall submit such dispute to a mutually agreed-to independent laboratory. The determination by such laboratory shall be final and binding and the costs therefor shall be borne by the non-prevailing party. Leiner shall not dispose of any Product claimed by it not to comply with the terms and conditions hereof until final resolution of any dispute with respect thereto. Genpharm shall cause the Manufacturer to promptly replace any Product which the Director shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreement. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director does not accept any services or Deliverable after one or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, comply with the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services terms and other Deliverables and the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director mayconditions hereof, at any time after a final rejection notification has been issuedGenpharm's sole cost and expense, declare a default and elect by delivery thereof to terminate this AgreementLeiner, but neither Par nor Genpharm shall be liable for Leiner's loss xx xxxxits in whole or in part, as provided in Section 4.05 of this Agreementconnection herewith. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”) and Contractor 3.35.1. Consultant shall not be entitled to payment and the City shall have no duty to pay Contractor Consultant unless the Director accepts has Accepted the services Services and other Deliverables specified as set forth in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26.A. 2.26.2 Contractor 3.35.2. Consultant shall provide written notice to the Director upon completion or and/or delivery of the services or Services and other Deliverables specified as set forth in Exhibit “B” and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the A. The Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Accept in writing such Services and other Deliverables on or before the 20th Business Day from his after the date of receipt of the Contractor’s written such notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If unless, prior to such 20th Business Day, the Director fails to provide a sends written notice of acceptance or rejection by to Consultant stating the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or reason(s) why any Services and other Deliverables have been rejected and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreementnot Accepted. 2.26.3 3.35.3. Notwithstanding anything to the contrary in this Agreement Exhibit A or elsewhere, the Director may, in his or her sole discretion, approve in writing a partial acceptance Acceptance of the services Services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City.A. 2.26.4 3.35.4. If the Director rejects any services Services or other Deliverables, in whole or part, Contractor Consultant shall have fifteen (15) 10 Business Days after the Director sends written notification notice of rejection to correct or otherwise replace such services Services or other Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided this Agreement, at no additional cost to the City. Contractor Consultant shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept Accept or reject (as provided under this Section) and Contractor Consultant shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts Accepts in writing all previously rejected services Services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreementother Deliverables. 2.26.5 3.35.5. Notwithstanding anything to the contrary in this Agreementherein or elsewhere, if the Director does not accept Accept any services Services or Deliverable other Deliverables after one or more attempted correction(s) or replacement(s) of such services Services or other Deliverables by ContractorConsultant, the Director may, in his or her sole discretion, issue a written final rejection notice to Contractor Consultant for such services all Services and other Deliverables (whether or not previously Accepted), the City shall return all Equipment and Software to Consultant at no cost to the City, the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate under this Agreement, in whole or in part, as provided in Section 4.05 of Consultant shall immediately refund any and all amounts paid by City under this Agreement, and this Agreement shall immediately terminate. 2.26.6 3.35.6. The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Commercial Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”) and Contractor shall not be entitled to payment and the City shall have no duty to pay Contractor unless the Director accepts has Accepted the services Services and other Deliverables specified as set forth in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26. 2.26.2 A. Contractor shall provide written notice to the Director upon completion or and/or delivery of the services or Services and other Deliverables specified as set forth in Exhibit “B” and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the A. The Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Accept in writing such Services and other Deliverables on or before the 20th Business Day from his after the date of receipt of the Contractor’s written such notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If unless, prior to such 20th Business Day, the Director fails to provide a sends written notice of acceptance or rejection by to Contractor stating the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or reason(s) why any Services and other Deliverables have been rejected and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreement. 2.26.3 not Accepted. Notwithstanding anything to the contrary in this Agreement Exhibit A or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance Acceptance of the services Services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City. 2.26.4 A. If the Director rejects any services Services or other Deliverables, in whole or part, Contractor shall have fifteen (15) 10 Business Days after the Director sends written notification notice of rejection to correct or otherwise replace such services Services or other Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided this Agreement, at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept Accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts Accepts in writing all previously rejected services Services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreement. 2.26.5 other Deliverables. Notwithstanding anything to the contrary in this Agreementherein or elsewhere, if the Director does not accept Accept any services Services or Deliverable other Deliverables after one or more attempted correction(s) or replacement(s) of such services Services or other Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services all Services and other Deliverables (whether or not previously Accepted), the City shall return all Equipment and Software to Contractor at no cost to the City, the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate under this Agreement, in whole or in part, as provided in Section 4.05 of Contractor shall immediately refund any and all amounts paid by City under this Agreement. 2.26.6 , and this Agreement shall immediately terminate. The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Commercial Code. DATA SECURITY [APPLICABLE IF CONTRACTOR HOSTS DATA] Contractor shall maintain and enforce data, safety, and physical security procedures with respect to its access and maintenance of the City’s Data that: (i) are at least equal to industry standards for such types of locations where Contractor hosts, maintains, manages, processes, and stores any of the City’s Data, and (ii) provides reasonably appropriate technical and organizational safeguards against accidental, unauthorized, or unlawful access, alteration, destruction, disclosure, loss, misuse, modification, or theft of the City’s Data and all other data owned by the City and accessible by Contractor under this Agreement. Contractor shall host, maintain, manage, process, and store all of the City’s Data only in the continental United States and in a physically and logically secure environment that protects it from accidental, unauthorized, or unlawful access, alteration, destruction, disclosure, loss, misuse, modification, or theft. Contractor shall maintain an adequate level of data, safety, and physical security controls to ensure compliance with the requirements of this Agreement and other applicable laws or regulations relating to data privacy, security, and/or protection. Contractor shall implement and maintain disaster recovery and avoidance procedures to ensure that the Services under this Agreement are not interrupted during any disaster and that the City’s Data is not lost or destroyed during any disaster. Contractor shall provide the City with a copy of its current disaster recovery and business continuity plan(s) and all updates thereto during the Term of this Agreement. All requirements of this Agreement, including those relating to security, personnel due diligence and training, backup, and testing shall apply to Contractor’s disaster recovery site. For any of the City’s Data that Contractor hosts, maintains, manages, processes, or stores, Contractor shall: (i) perform and execute nightly database or systems backups to a backup server; (ii) perform and execute incremental database transaction log file backups every 30 minutes to a backup server; (iii) perform and execute weekly backups of all hosted City’s Data and the default path to a backup server; (iv) replicate the City’s database(s) and default path(s) to an off-site or secondary location (i.e., other than the primary data center), and (v) save the last 14 nightly database backups on a secure transfer server (i.e., at any given time, the last 14 nightly database backups will be on the secure transfer server) from which City may and shall have the right to retrieve the database backups at any time. Contractor shall immediately notify the Director and City Attorney of any breach of security known to Contractor that may affect the City’s Data and cooperate with the Director and City Attorney to address the breach. Contractor shall obtain written agreements from its agents, employees, contractors, and subcontractors who provide services in connection with this Agreement which written agreements shall bind them to the terms of this Section 3.20, Data Security.