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Renewal Letter Year 3 — Indian River County — BAS SA
<br />Proposal ID: 2332630
<br />of supply; sabotage; restraint by court order or public authority (whether valid or invalid), and action or non -action by or inability to obtain or keep in force the
<br />necessary governmental authorizations, permits, licenses, certificates or approvals if not caused by Company; and the requirements of any applicable government
<br />in any manner that diverts either the material or the finished product to the direct or indirect benefit of the government.
<br />17. Maintenance Services Other Than Solely Scheduled Service. If Company's Maintenance Services hereunder are not limited solely to Scheduled Service,
<br />the following provisions shall also apply: (a) Required restoration shall be performed by Customer at its cost prior to Company being obligated to perform hereunder;
<br />(b) any changes, adjustments, service or repairs made to the Equipment by any party other than Company, unless approved by Company in writing, may, at
<br />Company's option, terminate Company's obligation to render further service to the Equipment so affected; in such case no refund of any portion of the Service
<br />Fees shall be made; and (c) Customer shall (i) promptly notify Company of any unusual performance of Equipment; (ii) permit only Company personnel to repair
<br />or adjust Equipment and/or controls during the Term or a Renewal Tenn; and (iii) utilize qualified personnel to properly operate the Equipment in accordance with
<br />the applicable operating manuals and recommended procedures.
<br />18. General. Except as provided below, to the maximum extent provided by law, this Agreement is made and shall be interpreted and enforced in accordance
<br />with the laws of the state or province in which Company performs the Services. Any dispute arising under or relating to this Agreement shall be decided by
<br />litigation in a court of competent jurisdiction located in the state or province in which the Services are performed. To the extent the premises are owned and/or
<br />operated by any agency of the United States Federal Government, determination of any substantive issue of law shall be according to the United States Federal
<br />common law of Government contracts as enunciated and applied by United States Federal judicial bodies and boards of contract appeals of the United States
<br />Federal Government. This Agreement contains all of the agreements, representations and understandings of the parties and supersedes all previous
<br />understandings, commitments or agreements, oral or written, related to the Services. If any term or condition of this Agreement is invalid, illegal or incapable
<br />of being enforced by any rule of law, all other Terms of this Agreement will nevertheless remain in full force and effect as long as the economic or legal substance
<br />of the transaction contemplated hereby is not affected in a manner adverse to any party hereto. Customer may not assign, transfer, or convey this Agreement, or
<br />any part hereof, without the written consent of Company. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties hereto and
<br />their permitted successors and assigns. This Agreement may be executed in several counterparts, each of which when executed shall be deemed to be an
<br />original, but all together shall constitute but one and the same Agreement. A fully executed facsimile copy hereof or the several counterparts shall suffice as an
<br />original. Customer may not assign, transfer, or convey this Agreement, or any part hereof, or its right, title or interest herein, withoutthe written consent of Company.
<br />Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties' respective successors and assigns. No failure or delay by
<br />the Company in enforcing any right or exercising any remedy under this Agreement shall be deemed to be a waiver by the Company of any right or remedy.
<br />19. Equal Employment Opportunity/Affirmative Action Clause. Company is a federal contractor that complies fully with Executive Order 11246, as amended,
<br />and the applicable regulations contained in 41 C.F.R. Parts 60-1 through 60-60, 29 U.S.C. Section 793 and the applicable regulations contained in 41 C.F.R. Part
<br />60-741; and 38 U.S.C. Section 4212 and the applicable regulations contained in 41 C.F.R. Part 60-250 Executive Order 13496 and Section 29 CFR 471, appendix
<br />A to subpart A, regarding the notice of employee rights In the United States and with Canadian Charter of Rights and Freedoms Schedule B to the Canada Act
<br />1982 (U.K.) 1982, c. 11 and applicable Provincial Human Rights Codes and employment law in Canada.
<br />20. U.S. Government Services. The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that
<br />all items or services ordered and delivered under this Agreement are Commercial Items as defined under Part 12 of the Federal Acquisition Regulation (FAR). In
<br />particular, Company agrees to be bound only by those Federal contracting clauses that apply to "commercial" suppliers and that are contained in FAR 52.212-
<br />5(e)(1). Company complies with 52.219-8 or 52.219-9 in its service and installation contracting business. The following provision applies only to Indirect
<br />sales by Company to the US Government. As a Commercial Item Subcontractor, Company accepts only the following mandatory flow down provisions: 52.219-
<br />8; 52.222-26; 52.222-35; 52.222-36; 52.222-39; 52.247-64. If the Services are in connection with a U.S. Government contract, Customer certifies that it has
<br />provided and will provide current, accurate, and complete information, representations and certifications to all government officials, including but not limited to the
<br />contracting officer and officials of the Small Business Administration, on all matters related to the prime contract, including but not limited to all aspects of its
<br />ownership, eligibility, and performance. Anything herein notwithstanding, Company will have no obligations to Customer unless and until Customer provides
<br />Company with a true, correct and complete executed copy of the prime contract. Upon request, Customer will provide copies to Company of all requested written
<br />communications with any government official related to the prime contract prior to or concurrent with the execution thereof, including but not limited to any
<br />communications related to Customer's ownership, eligibility or performance of the prime contract. Customer will obtain written authorization and approval from
<br />Company prior to providing any government official any information about Company's performance of the Services that are the subject of the Proposal or this
<br />Agreement, other than the Proposal or this Agreement.
<br />21. Limited Waiver of Sovereign Immunity. If Customer is an Indian tribe (in the U.S.) or a First Nation or Band Council (in Canada), Customer, whether acting
<br />in its capacity as a government, governmental entity, a duly organized corporate entity or otherwise, for itself and for its agents, successors, and assigns: (1)
<br />hereby provides this limited waiver or its sovereign immunity as to any damages, claims, lawsuit, or cause of action (herein "Action") brought against Customer by
<br />Company and arising or alleged to arise out of the furnishing by Company of any product or service under this Agreement, whether such Action is based in
<br />contract, tort, strict liability, civil liability or any other legal theory; (2) agrees that jurisdiction and venue for any such Action shall be proper and valid (a) if Customer
<br />is in the U.S., in any state or United States court located in the state in which Company is performing this Agreement or (b) if Customer is in Canada, in the superior
<br />court of the province or territory in which the work was performed; (3) expressly consents to such Action, and waives any objection to jurisdiction or venue: (4)
<br />waives any requirement of exhaustion of tribal court or administrative remedies for any Action arising out of or related to this Agreement; and (5) expressly
<br />acknowledges and agrees that Company is not subject to the jurisdiction of Customers tribal court or any similar tribal forum, that Customer will not bring any
<br />action against Company in tribal court, and that Customer will not avail itself of any ruling or direction of the tribal court permitting or directing it to suspend its
<br />payment or other obligations under this Agreement. The individual signing on behalf of Customer warrants and represents that such individual is duly authorized
<br />to provide this waiver and enter into this Agreement and that this Agreement constitutes the valid and legally binding obligation of Customer, enforceable in
<br />accordance with its terms.
<br />1-26.130-7 (0821)
<br />Supersedes 1-26.130-7 (0720)
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