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respect to the installation, delivery, sale, use, operation or maintenance of the ECO's, and to make all filings in respect of any such taxes and assessments. The Company shall have no obligation or liability with respect to any property tax nor with respect to any income,excess profits,or revenue tax charged or levied against the Customer as a result of this Master Agreement. Except as otherwise provided under Section 12.4,the Company shall pay any sales and use taxes imposed on the ECO's prior to the Company's delivery or installation of the ECO's, as required by applicable law, subject to any sales and use tax exemptions available to the Company and the Customer. 12.4 Direct Purchase Procedure. 12.4.1 Administrative guidelines governing the taxability of materials purchased for public works contracts, such as the Services under this Master Agreement, are contained in Rule 12A-1.094, Florida Administrative Code. 12.4.2 The exemption in Florida Statutes Section 212.08(6) is a general exemption for sales made directly to the Customer,who is a State of Florida governmental entity. A determination whether a particular transaction is properly characterized as an exempt sale to a governmental entity such as the Customer or a taxable sale to or use by a contractor such as the Company shall be based on the substance of the transaction,rather than the form in which the transaction is cast. The determination of whether the substance of a particular transaction is a taxable sale to or use by a contractor such as the Company or an exempt direct sale to a governmental entity such as the Customer,based on all of the facts and circumstances surrounding the transaction as a whole,is ultimately made by the Florida Department of Revenue. 12.4.3 The conditions that must be met to satisfy the requirements of Rule 12A-1.094, Florida Administrative Code, and establish that the Customer rather than the Company is the purchaser of materials, include: 12.4.3.1 The Customer must execute the purchase orders for the tangible personal property involved in the contract, which must include the Customer's consumer certificate of exemption number. The Company may present the Customer's purchase orders to the Vendors of the tangible personal property; 12.4.3.2 The Customer must acquire title to and assume liability for the tangible personal property at the point in time when it is delivered to the Service Location until the time it is incorporated as real property; 12.4.3.3 Vendors must directly invoice the governmental entity for supplies; 12.4.3.4 The Customer must directly pay the Vendors for the tangible personal property; and 12.4.3.5 The Customer must assume all risk of loss or damage for the tangible personal property involved in the contract, as indicated by the Customer's acquisition of, or inclusion as the insured party under,insurance on the building materials. ARTICLE 13-FORCE MAJEURE If a Party is prevented or delayed in the performance of any such obligation by a Force Majeure Event, such Party shall immediately provide notice to the other Party of the circumstances preventing or delaying performance and the expected duration thereof. Such notice shall be confirmed in writing as soon as reasonably possible. The Party so affected by a Force Majeure Event shall endeavor, to the extent reasonable, to remove the obstacles which prevent performance and shall resume performance of its obligations as soon as reasonably practicable. Notwithstanding the foregoing,the occurrence of a Force Majeure Event shall not relieve the Customer is payment obligations for Services rendered set forth in Article 3, Feasibility Study and Report and Article 4, Installation and Implementation. Page 15 of 20 Rev 08/15/08