You are the Owner/Buyer:

1) If the Contractor demands an increase in price, a) what justification would you provide your boss for offering or agreeing to increase the compensation, and b) what argument would you present to the Contractor for reducing the existing price?

This Agreement is made and entered into by and between Alpha Group, a public Group organized under Title 2 of the Business Organizations Code, whose main office address is at 20 Davalos Drive, Houston, Texas 77002 ("Group"), for and on behalf of the Health Division (Division), and Otieno-Gutierrez Co., a corporation with its principal place of business at 7 Mansaray Street, Houston, Texas 77019 ("Contractor"), effective as of May 18, 2020 (Effective Date).

Alpha Group and Contractor hereby agree as follows:

1. Contractor Services.

Contractor will provide Services as set forth in Section 5 Statement of Services. (Services), to the satisfaction of Alpha Group.

2. Compensation.

As consideration for Services satisfactorily provided and/or performed by the Contractor, Alpha Group will pay the Contractor an amount in accordance with the Fee S not to exceed five hundred thousand dollars ($500,000.00) (Fee), during the Term, and the Fee may otherwise be less than five hundred thousand dollars ($500,000.00) annual in the event of certain conditions as set forth in this Agreement such as early termination of this Agreement or any other provision of this Contract that affects the Fee. Payment for Services performed will be processed within thirty (30) days of receipt and approval of invoice. Notwithstanding anything contained herein, no payment of amounts owed hereunder shall be considered past due or not paid when due except in accordance with Section 2251.021 of the Texas Government Code.

Maximum Contract Value: The amount contained herein is the maximum contract value. If additional funding is required, it will be processed pursuant to the prior written approval of Group. The delivery of any Services undertaken by the Contractor, prior to receipt of any written approval by Group, will be at the Contractors sole risk and expense.

Invoicing:

Upon completion of a phase (deliverable, task, item, etc) and acceptance by Alpha Group, Contractor will submit an invoice setting forth amounts due to Contractor. Each invoice will be accompanied by documentation that Alpha Group may reasonably request to support the invoice amount. Alpha Group will, within thirty (30) days from the date it receives an invoice and supporting documentation, approve or disapprove the amount reflected in the invoice. If Alpha Group approves the amount or any portion of the amount, Alpha Group will promptly pay to Contractor the amount approved so long as Contractor is not in default under this Agreement. If Alpha Group disapproves any invoice amount, Alpha Group will give Contractor specific reasons for its disapproval in writing. Contractor will submit invoices to Alpha Group as follows:

Email (preferred):

accounts.payable@dobal.edu

Or

Alpha Group

Accounts Payable

P.O. Box 4312

Houston, Texas 77002

3. Term.

This term of this Agreement shall be from May 18,2020 through May 18, 2022 (Term) unless earlier terminated in accordance with Section 4. Alpha Group will have the option to renew this Agreement for three (3) additional two (2) year terms.

4. Termination.

4.1 This Agreement may be terminated for convenience by either Party with or without cause upon ten (10) days prior written notice to the other Party. In the event of termination without cause, Alpha Group shall pay the Contractor any undisputed amounts not previously paid for Services actually performed in accordance with specifications in the Scope of Work, up to the date of termination.

4.2 Alpha Group shall have the right to cancel the Agreement at the end of the current fiscal year if funds are not allotted by the Board for the next fiscal year to continue the Agreement or funds are not appropriated by the Legislature. If funds are withdrawn or do not become available, Alpha Group reserves the right to terminate the Agreement by giving the Contractor a ten (10) day written notice of cancellation without penalty. Upon cancellation, Alpha Group shall be responsible only for payment for Services performed up to the date of termination. The Groups fiscal year begins on September 1 and ends on August 31st.

4.3 This Agreement may be terminated by either Party in the event of breach of this Agreement. A breach occurs when either Party fails to perform its obligations under this Agreement or fails to comply with the terms of this Agreement. In the event of a breach, the Party claiming such breach shall provide the other Party with written notice of such breach setting forth the basis for such claim of breach. The breaching Party shall have thirty (30) days from the receipt of the notice of breach to cure such breach. If the breaching Party fails to cure the breach within thirty (30) days of receipt of the notice, the aggrieved Party shall have the right to terminate the Agreement immediately and pursue any remedies available under law for breach of contract.

5. Statement of Services.

Notwithstanding any other provision in this Agreement, Contractors performance of Services will (1) conform to the specifications and requirements of that certain Request for Qualifications related to Respiratory Services for Group, RFQ No. 739D (the RFQ), which is incorporated by reference for all purposes, and (2) to the extent consistent with the RFQ, will conform with Contractors proposal, dated March 1, 2020 (Contractors Proposal) which was submitted by Contractor in response to the RFQ and is incorporated by reference for all purposes. To the extent that the RFQ or Contractors Proposal conflict with the terms of this Agreement, the terms of this Agreement will control.

I. Project:

Respiratory care practitioner services are required to support the provision of adequate care for Alpha Group patients (the Project). Project shall be completed in accordance with basic standards of the Texas Occupations Code.

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II. Services and/or Deliverables. Contractor will provide the following Services and/or deliverables in support of the Project:

Selected respondent to support the delivery of healthcare services will provide respiratory care practitioner services. Licensed professionals of certain experience levels will be required. Contractor will perform patient diagnosis and deliver respiratory care for up to five (5) patients per work day.