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HomeMy WebLinkAboutAgreement_Water Service_2/10/2022_Evoqua Water TechnologiesVILLAGE OF TEQUESTA AGREEMENT FOR PURCHASE OF HYDROGEN PEROXIDE AND ODOR CORROSION CONTROL SERVICES THIS AGREEMENT FOR PURCHASE OF HYDROGEN PEROXIDE AND fclor.,.t ODOR CORROSION CONTROL SERVICES is entered into this 10 day of.� 2022, and effective retroactively to January 1, 2022 as applicable, by and between the VILLAGE OF T E Q U E S TA, a Florida municipal corporation with offices located at 345 Tequesta Drive, Tequesta, Florida 33469, organized and existing in accordance with the laws of the State of Florida, hereinafter the "Village"; and EVOQUA WATER TECHNOLOGIES LLC, a Delaware limited liability company authorized to do business in the State of Florida, with local offices located at 2650 Tallevast Road, Sarasota, Florida 34243, hereinafter the "Contractor" and collectively with the Village, the "Parties". WITNESSETH The Village and the Contractor, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both Parties, hereby agree as follows: 1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement for the Village's purchase of 50% hydrogen peroxide and associated odor corrosion control services on an as -needed basis for use at the Village's Water Treatment Plant. This Agreement is procured as a "sole source" contract pursuant to the Contractor's Sole Source proposal as Quote No. Q2109I OSB03, which is hereby fully incorporated into this Agreement and attached hereto as Exhibit "A". As part of this Agreement, the Contractor shall include the following with the Village's purchase of 50% hydrogen peroxide: • 2,400-gallon single wall high density, cross -linked polyethylene bulk storage tank. • Tank monitoring system that is linked to Evoqua's Link2site.com website. • Stainless steel dosing system with diaphragm pumps. • Once per month preventative maintenance. • Emergency service as required (technician is <2 hours away). • Tank level monitoring for deliveries. • All repairs to equipment are the responsibility of Evoqua. Page 1 of 7 2. COMPENSATION: Pursuant to Exhibit "A", and in consideration for the above Scope of Services, pricing shall be as follows: • 50% Hydrogen Peroxide - $0.46/pound delivered. The Village shall pay the Contractor after Village's receipt of the above -described Services, and payment shall be within thirty (30) days of receipt of an invoice documenting the amount due. 3. TERM; TERMINATION; NOTICE: The term of this Agreement shall be from January 1, 2022 through December 31, 2022. This Agreement may be terminated by either party upon forty-five (45) days written notice to the other party. Notice shall be considered sufficient when sent by certified mail or hand delivered to the Parties during regular business hours at the following addresses: Village Contractor Village of Tequesta Evoqua Water Technologies, LLC 345 Tequesta Drive 2650 Tallevast Road Tequesta, FL 33469 Sarasota, FL 34243 Attn: Matthew Hammond, Attn: David Morano, Utilities Director Sales Support Manager 4. INSURANCE: The Contractor shall provide proof of workman's compensation insurance and liability insurance in such amounts as deemed sufficient by the Village and shall name the Village as an "additional insured" on the liability portion of the insurance policy. 5. INDEMNIFICATION: The Contractor shall at all times indemnify, defend and hold harmless the Village, its agents, servants, and employees, from and against any claim, demand or cause of action of whatsoever kind or nature, arising out of error, omission, negligent act, conduct, or misconduct of the Contractor, its agents, servants, or employees in the performance of services under this Agreement. Nothing contained in this provision shall be construed or interpreted as consent by the Village to be sued, nor as a waiver of sovereign immunity beyond the waiver provided in Section 768.28, Florida Statutes. 6. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.132-133, Florida Statutes, by entering into this Agreement or performing any work in furtherance hereof, the Contractor 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 Page 2 of 7 Florida Department of Management Services within thirty-six (36) months immediately preceding the date hereof. This notice is required by Section 287.133(3)(a), Florida Statutes. 7. INDEPENDENT CONTRACTOR: It is specifically understood that the Contractor is an independent contractor and not an employee of the Village. Both the Village and the Contractor agree that this Agreement is not a contract for employment and that no relationship of employee —employer or principal —agent is or shall be created hereby, nor shall hereafter exist by reason of the performance of the services herein provided. 8. INSPECTOR GENERAL: Pursuant to Sections 2-421-2-432 of the Palm Beach County Code of Ordinances, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews, or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority, and power. The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. 9. E-VERIFY ELIGIBILITY. The Contractor warrants and represents that it is in compliance with Section 448.095, Florida Statutes, as may be amended. No later than January 1, 2021, the Contractor shall: (1) register with and use the E-Verify System (E-Verify.gov) to electronically verify the employment eligibility of all newly hired workers; and (2) verify that all of the Contractor's subconsultants performing the duties and obligations of this Agreement are registered with and use the E-Verify System to electronically verify the employment eligibility of all newly hired workers. The Contractor shall obtain from each of its subconsultants an affidavit stating that the subconsultant does not employ, contract with, or subcontract with an Unauthorized Alien, as that term is defined in Section 448.095(1)(k), Florida Statutes, as may be amended. The Contractor shall maintain a copy of any such affidavit from a subconsultant for, at a minimum, the duration of the subcontract and any extension thereof. This provision shall not supersede any provision of this Agreement which requires a longer retention period. The Village shall terminate this Agreement if it has a good faith belief that the Contractor has knowingly violated Section 448.09(1), Florida Statutes, as may be amended. If the Contractor has a good faith belief that the Page 3 of 7 Contractor's subconsultant has knowingly violated Section 448.09(1), Florida Statutes, as may be amended, the Village shall notify the Contractor to terminate its contract with the subconsultant and the Contractor shall immediately terminate its contract with the subconsultant. In the event of such contract termination, the Contractor shall be liable for any additional costs incurred by the Village as a result of the termination. 10. SCRUTINIZED COMPANIES: For Contracts under $1M, the Contractor certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes, and that it is not engaged in a boycott of Israel. The Village may terminate this Agreement at the Village's option if the Contractor is found to have submitted a false certification as provided under Section 287.135(5), Florida Statutes, if the Contractor has been placed on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes, or if Contractor is engaged in a boycott of Israel. For Contracts over $1M, the Contractor certifies that it is not on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes. The Contractor further certifies that it is not engaged in a boycott of Israel, and that it does not have business operations in Cuba or Syria, as similarly provided in Section 287.135, Florida Statutes. The Village may terminate this Agreement at the Village's option if the Contractor is found to have submitted a false certification as provided under Section 287.135(5), Florida Statutes or if the Contractor has been placed on one of the aforementioned lists created pursuant to Section 215.4725, Florida Statutes. Additionally, the Village may terminate this Agreement at the Village's option if the Contractor is engaged in a boycott of Israel or has been engaged in business operations in Cuba or Syria, as defined in Section 287.135, Florida Statutes. 11. ATTORNEY'S FEES: In the event a dispute arises concerning this Agreement, the prevailing party shall be awarded attorney's fees, including fees on appeal. 12. FORCE MAJEURE: The Contractor shall not be considered in default by reason of any failure in performance under this Agreement if such failure arises out of causes reasonably beyond the control of the Contractor or its subcontractors and without their fault or negligence. Such causes include, but are not limited to: acts of God; acts of war; natural or public health emergencies; labor disputes; freight embargoes; and abnormally severe and unusual weather conditions. Page 4 of 7 13. CHOICE OF LAW; VENUE: This Agreement shall be governed and construed in accordance with the laws of the State of Florida, and venue shall be in Palm Beach County should any dispute arise with regard to this Agreement. 14. AMENDMENTS AND ASSIGNMENTS: This Agreement, all Exhibits attached hereto, and required insurance certificates constitute the entire Agreement between both Parties; no modifications shall be made to this Agreement unless in writing, agreed to by both Parties, and attached hereto as an addendum to this Agreement. The Contractor shall not transfer or assign the provision of services called for in this Agreement without prior written consent of the Village. 15. PUBLIC RECORDS: In accordance with Section 119.0701, Florida Statutes, the Contractor must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in Scope of Services. Upon request from the Village's custodian of public records, the Contractor must provide the Village with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A Contractor who fails to provide the public records to the Village, or fails to make them available for inspection or copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Section 119.0701, Florida Statutes, and other penalties under Section 119.10, Florida Statutes. Further, the Contractor shall ensure that any exempt or confidential records associated with this Agreement or associated with the provision of services contemplated herein are not disclosed except as authorized by law for the duration of the Agreement term, and following completion of the Agreement if the Contractor does not transfer the records to the Village. Finally, upon completion of the Agreement, the Contractor shall transfer, at no cost to the Village, all public records in possession of the Contractor, or keep and maintain public records required by the Village. If the Contractor transfers all public records to the Village upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the Village, upon request from the Village's custodian of public records, in a format that is compatible with the Village's information technology systems. Page 5 of 7 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-06859 OR AT lmcwi11iamsC&teguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. 16. HEADINGS: The headings contained in this Agreement are provided for convenience only and shall not be considered in construing, interpreting or enforcing this Agreement. 17. SEVERABILITY: The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability or any other provision of this Agreement and this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision is not contained herein. 18. WAIVER: No waiver by the Village of any provision of this Agreement shall be deemed to be a waiver of any other provisions hereof or of any subsequent breach by the Contractor of the same, or any other provision or the enforcement hereof. The Village's consent to or approval of any act requiring the Village's consent or approval of any act by the Contractor shall not be deemed to render unnecessary the obtaining of the Village's consent to or approval of any subsequent consent or approval of, whether or not similar to the act so consented or approved. 19. ENTIRE AGREEMENT: This seven (7) page Agreement constitutes the entire agreement between the parties; no modification shall be made to this Agreement unless such modification is in writing, agreed to by both parties and attached hereto as an addendum to this Agreement. [REST OF PAGE LEFT INTENTIONALLY BLANK] Page 6 of 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. WITNESSES: FE4....�1 1- Constance D. Curtis ATTEST: .. Lori McWillfams, MMC Village Clerk EVOQUA WATER UICHNOLOGIES LLC By: Jennifer R. Mill r, Division Vice President & SEAL INCORPt RATj Page 7 of 7 -- EXHIBIT A CVO Q UA September 13, 2021 Nathan Litteral Water Plant Superintendent Village of Tequesta Tequesta, FL 33469 Office: (561) 768-0493 Cell: (561) 262-1084 Email: niitteral@tequesta.org RE: 50% HYDROGEN PEROXIDE FSOC PRICING VILLAGE OF TEQUESTA, FL Evoqua Quote No. Q210910S1303 Dear Mr. Litteral: Evoqua Water Technologies LLC would like to thank you for your business and continued interest in our products and services. Evoqua is currently your supplier for 50% hydrogen peroxide. Your new price for 50% hydrogen peroxide will be $0.46 per pound delivered. This pricing will remain effective January 1, 2022 through December 31, 2022. Any applicable taxes due are not included. As part of the contract, the following is included with the purchase of 50% hydrogen peroxide: Equipment: • 2,400-gallon single wall high density, cross -linked polyethylene bulk storage tank • Tank monitoring system that is linked to Evoqua's Link2site.com website. • Stainless steel dosing system with diaphragm pumps Service: • Once per month preventative maintenance • Emergency service as required (technician is <2 hours away) • Tank level monitoring for deliveries • All repairs to equipment are the responsibility of Evoqua The attached Evoqua Terms and Conditions are considered part of this notice and shall prevail. Evoqua appreciates your business and support and looks forward to continuing to provide you the quality products, services and lowest cost solutions in odor and corrosion control. If you have any questions, comments, or if I can be of service to you in any way, please contact me at (951) 326-7415 or via email at eric.c.hansen@evoqua.com. Sincerely, Evoqua Water Technologies LLC Eric .Ifansen Eric Hansen Technical Sales Representative 2650 Tallevast Road Tel: +1 (800) 345-3982 Sarasota, FL 34243 USA Fax: +1 (941) 359-7985 Page 1 of 3 EVOQUA WATER TECHNOLOGIES LLC Standard TernisofSale I. AmAicable_T'tMs: Thee terms govern the purchase and sale of equipment, products, related services, ]eased product;, and media goods if any (collectively herein "Work"). referred to in Seller's proposal ("Seller's Documentation''). Whether these terms arc included in an offer or an acceptance by Seller, such offer or acceptance is expressly conditioned on Buyer's assent to these terms. Seller rejects all additional or different terns in any of Buyer's forms or documents. 2. Payment. Buyer shall pity Seller the full purchase price as set forth in Seller's Documentation. Unless Seller's Documentation specifically provides otherwise, freight, storage.. insurance and all taxes. levies, duties, tariffs, permits or license fees or other governmental charges relating to the Fork or any incremental increases thereto shall be paid by Buyer. If St ie-r is required to pay any such charges, Buyer shall immediately reimburse Seller. if Buycr claims a tax or other exemption or direct payment permit, it shall provide Seller with a valid exemption certificate or permit and indemnify, defend and hold Seller harmless from any taxes, cost., and penalties arising out of same. All payments are due within 30 days after receipt of invoice. Buyer shall be charged the lower of 1 ', % interest per month or the maximum legal rate on all amount`v, not received by the due date and shall pay all of Seller's reasonable costs (including attorneys' fees) of collecting amounts due but unpaid, All orders are subject to credit approval by Seller. Back charges without Seller's prior written approval shall not be accepted 3. Delivery. Delivery of the Work shall be in material compliance with the schedule in Seller's Documentation. Unless Seller's Documentation provides otherwise, delivery terms are ExWorks Seller's factory (Incoterms 2010). Title to all Work shall pass upon receipt of payment for the Work under the respective invoice. Unless otherwise agreed to in writing by Seller, shipping dates are approximate only and Seiler shall not be liable for any loss or expense (consequential or otherwise) incurred by Buyer or Buyer's customer if Seller fails to meet the specified delivery schedule. 4. Ownership of Materials and Licenses. All devices, designs (including drawings, plans and specifications), estimates, prices, notes. electronic data, software and other documents or information prepared or disclosed by Seller, and all related intellectual property rights, shall remain Sellers property. Seller grants Buyer a non-exclusive, non -transferable license to use any such material solely for Buyer's use of the Work. Buyer shall not disclose any such material to third parties without Sellers prior written consent_ Buyer grants Seller a non-exclusive, non -transferable license to use Buyer's name and logo for marketing purposes. including but not limited to, press releases, marketing and promotional materials. and web site content 5. Changes. Neither petty shall implement any changes in the scope of Work described in Seller's Documentation without a mutually agreed upon change order. Any change to the scope of the Work, delivery schedule for the Work, any Force Majeure Event, any law, rule, regulation, order, code, standard or requirement which requires any change hereunder shall entitle Seller to an equitable adjustment in the price and time of performance. 6. Force Maieure Event. Neither Buyer nor Seller shall have any liability for any breach or delay (except for breach of payment obligations) caused by a Force NI*= Event. If a Force Majeure Event exceeds six (6) months in duration, the Seller shall have the right to terminate the Agreement without liability, upon fifteen (15) days written notice to Buyer, and shall be entitled to payment for work performed prior to the date of termination. "Force Maieure Event' shall mean events or circumstances that are beyond the affected party', control and could not reasonably have been easily avoided or overcome by the affected party and arc not substantially attributable to the other party. Force Majeurc Event may include, but is not limited to, the following circumstances or events: war, act of foreign enemies, terrorism, riot. strike, or lockout by persons other than by Seller or its sub -suppliers, natural catastrophes or (with respect to on -site work), unustwl weather conditions, 7. Warranq. Subject to the following sentence, Seller warrants to Buyer that the (i) Work shall materially conform to the description in Seller's Documentation and shall be free from defects in material and workmanship and (ii) the Services shall be performed in a timely and workmanlike manner Determination of suitability of treated water for any use by Buyer shall be the sole and exclusive responsibility of Buyer. The foregoing warranty shall not apply to any Work that is specified or otherwise demanded by Buyer and is not manufactured or .selected by Seller, as to which (i) Seller hereby assigns to Buyer.. to the extent assignable, any warranties made to Seller and (ii) Seller shall have no other liability to Buyer under warranty, tort or any other legal theory. The Seller warrant., the Work, or any components thereof, through the earlier of (i) eightaen (18) months from delivery of the Work or (ii) twelve (12) months from initial operation of the Work or ninety (90) days from the performance of services (the -Warranty Period"). If Buyer gives Seiler prompt written notice of breach of this warranty within the Warranty Period Seller shall, at its sole option and as Buyer's sole and exclusive remedy, repair or replace the subject parts, re-pert6rm the Service or refund the purchase price. Unless otherwise agreed to in writing by Seller, I i) Buycr shall be responsible for any labor required to gain access to the Work so that Seller can assess the available remedies and (ii) Buyer shall be responsible for all costs of installation of repaired or replaced Work. if Seller determines that any claimed breach is not, in fact, covered by this warranty, Buyer shall pay Seller its then customary charges for any repair or replacement made by Seller. Seller's warranty is conditioned on Bwer's (a) operating and maintaining the Work in accordance with Seller's instructions, (b) not making any unauthorized repairs or alterations, and (c) not being in default of any payment obligation to Seller. Seller's warranty does not cover (i) damage caused by chemical action or abrasive material, misuse or improper installation (unless installed by Seller) and (ii) media goods (such as, but not limited to, resin, membranes, or granular activated carbon media) once media goods are installed. THE WARRANTIES SET FORTH IN THIS SECTION 7 ARE THE SELLER'S SOLE- AND EXCLUSIVE WARRANTIES AND ARE SUBJECT TO THE LIMITATION OF LIABILITY PROVISION BELOW. SELLER MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE_ 8. Indemnity. Seller shall indemnify, defend and hold Buyer harmless from any claim, cause of action or liability incurred by Buyer as a result of third party claims for personal injury, death or damage to tangible property, to the extent caused by Seller's negligence. Sellershall have the sole authority to direct the defense of and wttic any indemnified claim. Seller's indemnification is conditioned on Buyer (a) promptly. within the Warranty Period, notifying Seller of any claim, and (b) providing reasonable cooperation in the defense of any claim. (May 2015) 9. Assienment. Neither party may asstgm this Agreement, in whole or in part, nor any rights or obligations hereunder without the prior written consent of the other party, provided, however, the Seller may assign its rights and obligations under these terms to its affiliates or in connection with the sale or transfer of the Seller's business and Sellcr may grant a security interest in the Agreement andlor assign proceeds of the agreement without Buyer's consent. 10. Termination. Either party may terminate this agreement, upon issuance of a written notice of breach and a thirty (30) day cure period, for a material breach (including but not limited to, tiling of bankruptcy, or failure to fulfill the material obligations of this agreement). If Buyer suspends an order without a change order for ninety (90) or more days. Seiler may thercaftcr terminate this Agreement without liability, upon fifteen (15) days written notice to Buyer. and shall be entitled to payment for work performed, whether delivered or undelivered, prior to the date of termination. 1 l . Dispute Resolution. Seller and Buyer shall negotiate in good faith to resolve any dispute relating hereto. If, despite good faith cfforts. the parties are unable to resolve a dispute or claim arising out of or relating to this Agreement or its breach, termination, enfurcernent, interpretation or validity, the parties will first seek to agree on a forum for mediation to be held in a mutually agreeable site. If the parties arc unable to resolve the dispute through mediation, then any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination. enforcement, interpretation or validity thereof. including the determination of the scope or applicability of this ageement to arbitrate. .had be determined by arbitration in Pittsburgh, Pennsylvania before three arbitrators who arc lawyers experienced in the discipline that is the subject of the dispute and shall be jointly selected by Seller and Buyer_ The arbitration shall be administered by JAMS pursuant to it- Comprehensive Arbitration Rules and Procedure. The Arbitrator% shall issue a reasoned decision of a majority of the arbitrators, which shall be the decision of the panel. Judgment may be entered upon the arbitrators' decision in any court of competent jurisdiction. The substantially prevailing party as determined by the arbitrators shall be reimbursed by the other party for all costs, expenses and charges, including without limitation reasonable attorneys' fees, incurred by the prevailing party in connection with the arbitration. For any order shipped outside of the United States, any dispute shall be refcrrcd to and finally determined by the International Center for Dispute Resolution in accordance with the provisions of its International Arbitration Rules, enforceable under the New York Convention (Convention on the Recognition and Enloreement of Foreign Arbitral Awards) and the governing language shall be English. 12. Export Compliance. Buyer acknowledge that Seller is required to comply with applicable export laws and regulations relating to the sale, exportation, transfer, assignment, disposal and usage of the Work provided under this Agreement. including any export license requirements. Buyer agrees that such Work shall not at any time directly or indirectly be used exported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with such applicable export laws and regulations. It shall be a condition of the continuing performance by Seller of its obligations hereunder that compliance with such export laws and regulations be maintained at all titnes_ BUYER AGREES TO INDEMNIFY AND HOLD SELLER FIARMLESS FROM ANY AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS ,AND FINES RELATED TO NON-COMPLI.ANCE WiTH APPLICABLE EXPORT LAWS AND REGULATiONS, 13, LIMITATION OF LlA.l31i M, -'• NOTWiTHSTANDING ANYTHING ELSE TO THE CONTRARY, SELLER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL. SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES. AND SELLER'S TOTAL LIABILITY ARISING AT ANYTIME FROM THE SALE OR USE OF THE WORK, INCLUDING WITHOUT LIMITATION IkNY LIABILITY FOR ALL WARRANTY CLAIMS OR FOR ANY BREACH OR FAILURE TO PERFORM ANY OBLIGATION UNDER THE CONTRACT. SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE WORK. THESE LIMITATIONS APPLY WHETHER THE LIABILITY IS BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY, 14. Rental Equipment i Services. Any leased or rented equipment ("Leased Equipment") provided by Seller shall at all times be the property of Seller with the exception of certain miscellancv.)us installation materials purchased by the Buyer, and no right or property interest is transferred to the Buyer, except the right to use any such Lcascd Equipment as provided herein. Buyer agrees that it shall not pledge, lend, or create a security interest in, part with possession of, or relocate the Leased Equipment. Buyer shall be responsible to maintain the Leased Equipment in good and efficient working order. At the end of the initial term specified in the order, the terms shall automatically renew for the identical period unless canceled in writing by Buyer or Seiler not sooner than three (3) months nor later than one (1) month from termination of the initial order or any renewal terms, Upon any renewal, Seller shall have the tight to issue notice of increased pricing which shall be effective for any renewed terms unless Buyer objects in writing within fiftccn (1 5) days of issuance of said notice. If Buyer timely cancels service in writing prior to the end of the initial or any renewal term this shall not relieve Buyer of it% obligations under the order for the monthly rental service charge which shall continue to be due and owing. Upon the expiration or termination of this Agreement, Buyer shall promptly make any Leased Equipment available to Seller for removal. Buyer hereby agrees that it shall grant Seller access to the Leased Equipment location and shall permit Seller to take possession of and remove the Leased Equipment without resort to legal process and hereby releases Seller from any claim or right of action for trespass or damages caused by reason of such entry and removal 15. Miscellaneous, These terms. together with any Contract Documents issued or signed by the Seller, comprise the complete and exclusive statement of the agreement between the parries ( the ".Agreement") and supersede any terms contained in Buyer's documents, unless separately signed by Seiler. No part of the Agreement may be changed or cancelled except by a written document signed by Seller and Buyer. No course of dealing or performance, usage of trade or failure to enforce any term shall be used to modify the Agreement. To the extent the Agreement is considered a subcontract tmdcr Buyer's prime contract with an agency of the United States government, in case of Federal Acquisition Regulations (FARs) flow down terms, Seller will be in compliance with Section 44.403 of the FAR relating to commercial items and those additional clauses as specifically listed in 52.244-6, Subcontracts for Commercial Items (OCT 2014). If any of these terms is uneniorccable, such term shall be limited only to the extent necessary to make it enforceable, and all other terms shall remain in full force and effect. The Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws provisions. Both Buyer and Seller reject the applicability of the United Nations Convention on Contracts for the international sales of goods to the relationship bmvicen the panics and to all transactions arising from said relationship. (May 2015)