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Docusign Envelope ID: 96373C15-E640-4BB3-9961-24079CAD47D6
<br />If the requirements of the Term Contract conflict with any governing law, codes or regulations,
<br />the Contractor shall notify the Department in writing and the parties shall amend the Term
<br />Contract to comply with the applicable code or regulation. Similarly, if the Contractor believes
<br />that any governmental restrictions have been imposed that require alteration of the material,
<br />quality, workmanship or performance of the Products offered under the Term Contract, the
<br />Contractor shall immediately notify the Department in writing, indicating the specific restriction.
<br />The Department reserves the right and the complete discretion to accept any such alteration
<br />or to cancel the Term Contract at no further expense to the Department.
<br />Pursuant to section 287.057(26), F.S., the Contractor shall answer all questions of, and
<br />ensure a representative will be available to, a Customer's continuing oversight team for
<br />purchases off this Term Contract.
<br />9.21ntegrity. In addition to any applicable statutory restrictions, the Contractor shall not, in
<br />connection with this or any other agreement with the State, directly or indirectly (i) offer, confer,
<br />or agree to confer any pecuniary benefit on anyone as consideration for any State officer or
<br />employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation
<br />of a known legal duty; or (ii) offer, give, or agree to give to anyone any gratuity for the benefit
<br />of, or at the direction or request of, any State officer or employee. For purposes of clause (ii),
<br />"gratuity" means any payment in the form of cash, travel, entertainment, gifts, meals, lodging,
<br />loans, subscriptions, advances, deposits of money, services, employment, or contracts of any
<br />kind.
<br />SECTION 10. DISPUTES AND LIABILITIES.
<br />10.1 Dispute Resolution. Should any disputes arise between the Department and the Contractor
<br />with respect to the Term Contract, the Contractor and the Department shall act immediately
<br />to resolve any such disputes. Time is of the essence in the resolution of disputes.
<br />Exhaustion of this administrative remedy detailed in the Dispute Resolution Process
<br />contemplated in this Term Contract is an absolute condition precedent to the Contractor's
<br />ability to seek other remedies related to the Term Contract.
<br />10.2 Dispute Resolution Process.
<br />(a) Department Review. The parties shall resolve disputes through written submission of their
<br />dispute to the Department's Contract Manager. The Department shall respond to the
<br />dispute in writing within ten (10) Business Days from the date that the Department's
<br />Contract Manager receives the dispute. The Department's decision shall be final unless a
<br />party provides the other party with written notice of the party's disagreement with the
<br />decision within ten (10) Business Days from the date of the Department's decision. If a
<br />party disagrees with the Department's decision, the party may proceed to subsection (b)
<br />below.
<br />(b) Meeting between the Principals. If either party disagrees with the Department's decision,
<br />such disagreeing party shall notify the other party of the disagreement within ten (10)
<br />Business Days. The parties shall then schedule a meeting between each party's principal
<br />(for the Department, the Department head or designee; for the Contractor, the Chief
<br />Executive Officer or designee) on a mutually agreed upon date, no later than ten (10)
<br />Business Days after the provision of the notice. The principals shall attempt to mutually
<br />resolve the disagreement at such meeting.
<br />(c) Mediation. If the dispute is not resolved through a meeting of the Principals, the parties,
<br />upon mutual agreement, may mediate such dispute. If such mediation is not completed
<br />SP approved version 08-28-2024 Page 11 of 20
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