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Coffiers INTERNATIONAL any claim or lien is filed against the Property or any part thereof, the party receiving notice of such lien or action shall immediately give the other party written notice thereof. If Contractor fails, within twenty(20) days following the imposition of any lien,to cause such lien to be released of record by payment or posting of a proper bond, Owner shall have, in addition to the remedies provided herein and by law, the right(but not the obligation)to cause the same to be released by such means as it shall deem proper,including payment of the claim giving rise to such lien.All such sums paid by Owner and all costs and expenses incurred by Owner in connection therewith (including reasonable attorneys' fees and costs) shall be payable to Owner by Contractor on demand, with interest at the maximum rate allowed by law from the date of expenditure through the date of payment by Contractor.At the sole discretion of Owner, any such costs or expenses may be set off against any and all amounts or Fees payable or owing to Contractor by Owner. 20. TAXES. Contractor shall pay all sales,use,employment,and other taxes of every kind applicable to the performance of this Contract and shall reimburse Owner for any such taxes paid by Owner. 21. RIGHT TO AUDIT. Owner, Agent, and/or Owner's representatives may inspect and audit Contractor's books and records with respect to this Contract at any time during Term and for four(4)years following termination or expiration of the Term. 22. NO THIRD PARTY BENEFICIARIES. There are no intended third party beneficiaries of this Contract. 23. WAIVER. Owner's waiver of any breach or failure to enforce any term of this Contract shall not be deemed a waiver of any breach or right to enforce which may thereafter occur. 24. NOTICES. All notices or statements to be given or submitted under the terms of this Contract shall be addressed to the intended recipient;shall be transmitted personally, by fully prepaid registered or certified United States Mail return receipt requested, or by reputable independent contract delivery service furnishing a written record of attempted or actual delivery; and shall be deemed to be delivered when tendered for delivery to the addressee at the address set forth beneath its signature below or to other such address as may be specified from time to time by written notice given by Owner,Agent or Contractor. 25. ARBITRATION:ATTORNEYS'FEES. In the event of any disagreement between the parties as to the interpretation, enforcement, or breach of this Contract, either party may demand arbitration of such dispute by service of a written demand for arbitration upon the other party, provided such matter is not the subject of pending litigation.Arbitrator costs shall be paid one-half by Owner and one-half by Contractor unless the arbitrator shall determine that either party has taken its position frivolously or without substantial merit,in which case such party shall bear all arbitrator costs. In the event of a dispute involving nonpayment by Owner to Contractor, pending a final resolution by arbitration, Owner shall pay Contractor any undisputed amounts owing.No court action upon this Contract or any dispute or claim arising hereunder shall be filed or heard if arbitration proceedings as provided herein have first been invoked.Any decision and/or award in arbitration shall be final and binding on the parties. In the event that any action is instituted with respect to this Contract, the prevailing party in such action shall be entitled to recover its reasonable attorneys' fees, together with its costs, including expert witness fees, and included in or with the judgment awarded in such action. 26. NON-DISCRIMINATION. Contractor shall not deny this Contract's benefits to any person, or discriminate against any employee,or applicant for employment, because of race, color, religion,sex, national origin,age,or any other applicable protected classification. Contractor shall take affirmative action to ensure that the evaluation and treatment of employees are free from such discrimination. Contractor shall, unless exempt, abide by the terms of all applicable federal, state, and local non-discrimination provisions. Contractor shall include this non-discrimination clause in all subcontracts, if permitted, for any portion of the Services and shall notify all labor organizations with which it has a collective bargaining agreement of its obligations under this Section. 27. OFAC. Contractor represents and warrants that neither Contractor, nor any persons or entities holding any legal or beneficial interest whatsoever in Contractor,are(i)the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control,U.S.Department of the Treasury("OFAC");(ii)designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56, Executive Order 13224 (September 23, 2001) or any Executive Order of the President issued pursuant to such statutes; or(iii) named on the following list that is published by OFAC:"List of Specially Designated Nationals and Blocked Persons."If any of the foregoing representations are or shall become untrue at any time during the Term, an event of default shall be deemed to have occurred,entitling Owner to exercise the remedies under this Contract, and Contractor shall indemnify, defend, and hold the Indemnitees harmless from any and all Claims arising from Contractor's breach of this Section. 28. CONFLICTS OF INTEREST. Contractor shall not enter into any contracts that would conflict with its obligations, or render it incapable of satisfactorily performing,hereunder. I CONTRACT—Services Contract 10-30-13 4 I