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the Firmware or Documentation or any license rights granted to the Customer therein, and (iii) transfer of the Equipment or any component thereof to any third party may compromise Sequoia' s Intellectual Property Rights in such Equipment, through the potential of reverse engineering or otherwise. In light of the foregoing, the Customer agrees that the Customer shall not, and shall not agree to or permit, transfer or conveyance in any manner whatsoever of any of the Equipment. However, the Customer may sell or transfer the Product only upon full compliance with Sequoia's right of first refusal as set forth hereinbelow. Furthermore, in the event that Sequoia does not exercise Sequoia' s right to purchase the Equipment pursuant to right of first refusal, the Customer will transfer or convey the Equipment, or any part thereof, only to a state of the United States or to an agency or political subdivision of such state having jurisdiction over the conduct of elections (a "Government Entity") . B. The Customer hereby grants Sequoia a right of first refusal (hereinafter referred to as the "First Refusal Right") to purchase all of the Customer' s right, title and interest in and to the Product, or such portion of it as the County intends to sell. In the event the Customer receives a bona fide written offer (as defined below) from any Government Entity to purchase the Product, or any portion thereof, which the Customer desires to accept, Sequoia may elect to purchase the Product, or the portion thereof which the County intends to sell, on the terms and conditions contained in the written offer (except for the time within which to close the transaction). The Customer shall provide to Sequoia notice and an exact copy of the written offer, and allow Sequoia sixty (60) calendar days subsequent to Sequoia' s receipt of same to determine whether or not to purchase the Product from the Customer. In the event Sequoia elects to purchase the Product, Customer shall sell the Product to Sequoia, who shall close the transaction within ninety (90) calendar following the expiration of the aforesaid sixty (60) day period. C. "A bona fide written offer" shall be deemed to include (but is not limited to) the following: (i) a gift or gratuitous transfer of the Product, or any portion thereof, by the Customer, (ii) transfer to any entity controlled by or under common control with the Customer or transfers of co-ownership interests in the Product, (iii) grants of licenses, (iv) sale and leaseback financings, synthetic leases, or any other off balance sheet financing, (v) other financing transactions of any nature no matter the structure, including financing arrangements which include lender acquisition rights. D. The County acknowledges and will so advise any Government Entity purchasing the Product that such Government Entity would need to obtain a license from Sequoia with respect to the Firmware and Documentation in order to use the Product. 32. PUBLIC ENTITY CRIMES As provided in Section 287. 132- 133 , F . S., by entering into this Agreement or performing any work in furtherance hereof, Sequoia certifies that it, its affiliates, suppliers, subcontractors, and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within the thirty-six (36) months immediately preceding the date hereof. This notice is required by Section 287 . 133 (3)(a). 33, REGULATIONS; LICENSING REQUIREMENTS Sequoia shall comply with all laws, ordinances and regulations applicable to the services contemplated herein, to include those applicable to conflict of interest and collusion. Sequoia is presumed to be familiar with all federal, state and local laws, ordinances, codes and regulations that may in any way affect the services offered. 11