Common use of Pass-Through Expenses Clause in Contracts

Pass-Through Expenses. (A) All Pass-Through Expenses are set forth in Schedule 5. HPES will arrange for delivery by third parties to HPES of invoices for Pass-Through Expenses, and HPES will promptly review such invoices and provide HPI with the original invoice, together with a statement identifying which charges are proper and valid and should be paid by HPI. HPI acknowledges that HPES will have no obligation to verify the accuracy of any taxes included on such original notice. (B) HPES will use commercially reasonable efforts to minimize the amount of Pass-Through Expenses. With respect to services or materials paid for on a Pass-Through Expense basis, HPI reserves the right to: (1) obtain such services or materials directly from a third party; (2) designate the third party source for such services or materials; (3) designate the particular services or materials (e.g., Equipment make and model) HPES will obtain, provided that, if HPES demonstrates to HPI that such designation will have an adverse impact on HPES’ ability to meet the Service Levels, such designation will be subject to HPES’ approval; (4) designate the terms for obtaining such services or materials (e.g., purchase or lease, lump sum payment or payment over time); (5) require HPES to identify and consider multiple sources for such services or materials or to conduct a competitive procurement; and (6) review and approve the applicable Pass-Through Expenses before entering into a contract for particular services or materials.