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Docusign Envelope ID: 5AAB150C-OD31-4494-86DC-3D1415FAC19E
<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 />within 100 calendar days from receipt of the Department's decision, then either party may
<br />seek other remedies.
<br />If the dispute is not resolved through the full process in subsections (a) - (c) above (or
<br />(a) — (b), if mediation is not agreed to), either party may pursue any other remedies.
<br />10.3 Contractor's Obligation to Perform While Disputes are Pending. The Contractor shall
<br />proceed diligently with performance under the Term Contract pending the final resolution of
<br />any dispute or request for relief, claim, appeal, or action arising under the Term Contract and
<br />shall comply with directions to perform from the Department. Should the Contractor not
<br />perform while a dispute is pending, including by not performing disputed work, such
<br />nonperformance by the Contractor may be deemed to be an unexcused breach of the Term
<br />Contract which is separate and apart from any other dispute.
<br />10.4 Governing Law and Venue. The Term Contract will be governed by, and construed in
<br />accordance with, the laws of the State. Jurisdiction and venue for suit arising under the terms
<br />of the Term Contract will exclusively be in the appropriate State court located'in Leon County,
<br />Florida. Except as otherwise provided by law, the parties agree to be responsible for their own
<br />attorney's fees and costs incurred in connection with disputes arising under the terms of the
<br />Term Contract.
<br />10.5 Remedies Cumulative. No remedy herein conferred upon or reserved to either party is
<br />intended to be exclusive of any other remedy or remedies, and each and every such remedy
<br />will be cumulative, and will be in addition to every other remedy given hereunder or now or
<br />hereafter existing at law or in equity.
<br />10.6 JURY WAIVER. THE PARTIES, ON BEHALF OF THEMSELVES AND ASSIGNS, WAIVE
<br />ALL RIGHT TO TRIAL BY JURY FOR ANY ACTION, APPEAL, CLAIM, OR PROCEEDING,
<br />WHETHER IN LAW IN OR IN EQUITY, WHICH IN ANY WAY ARISES OUT OF OR
<br />RELATES TO THE TERM CONTRACT OR ITS SUBJECT MATTER.
<br />10.7 Indemnification. For any and all third -party claims, actions, demands, liabilities, and
<br />expenses of any kind which are caused by, related to, growing out of or happening in
<br />connection with the Term Contract (including any determination arising out of or related to the
<br />Term Contract that the Contractor or its employees, agents, subcontractors, assignees, or
<br />delegates are not independent contractors in relation to the Department or State), the
<br />Contractor shall be fully liable for the actions of its employees, subcontractors, and agents
<br />and shall fully indemnify, defend, and hold harmless the Department and the State (including
<br />each of their current and former officers, agents, and employees) for any and all loss, damage,
<br />injury, costs, reasonable expenses, or other casualty to person or property. Without limiting
<br />this indemnification requirement, the Department may provide the Contractor (i) written notice
<br />of any action or threatened action, (ii) the opportunity to take over and settle or defend any
<br />such action at the Contractor's sole expense, and (iii) assistance in defending the action at
<br />the Contractor's sole expense. The above indemnity requirement does not apply to that
<br />portion of any loss or damages proximately caused by the negligent act or omission of the
<br />Department or the State. Nothing herein is intended to act as a waiver of the Department's or
<br />State's sovereign immunity or to be deemed consent by the Department or State or its
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