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Page 8 William Reilly, P.E. Senior Coastal Engineer APTIM 9143 Philips Hwy, Suite 400 Jacksonville, FL 32256 Force Majeure Neither party will be liable to the other for delays in performing any obligations under the Agreement due to circumstances beyond its reasonable control, including but not limited to revolts, insurrections, riots, wars, acts of enemies, national emergency, strikes, floods, earthquake, embargo, or transportation, and acts of God, and other events beyond the reasonable control of the parties caused by nature or governmental authorities. Dispute Resolution GPI GEOSPATIAL and APTIM shall endeavor to resolve any controversy, claim or dispute arising out of or relating to the Agreement or the performance thereof, by negotiation. Any claim that is not resolved by negotiation within thirty (30) days shall be subject to non-binding mediation. Either party may demand mediation by serving a written notice stating the nature of the dispute, the grounds on which the dispute is based, amount claimed, and requiring that mediation of the matter be commenced within forty-five (45) days of service of notice. The mediation shall be administered by the American Arbitration Association in accordance with their most recent Construction Mediation Rules, or by other person or organization and according to such other rules, as the parties may agree upon. If the dispute fails to be resolved by non-binding mediation within sixty (60) days after commencement of mediation, the dispute shall be submitted for arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before one arbitrator. Mediation or arbitration shall take place in Orlando, Florida or the some other mutually agreeable location. The cost of such mediation and/or arbitration shall be borne equally by the parties with each party bearing the expense of its own attorneys, except that if the dispute arises from or relates to GPI GEOSPATIAL's enforcement of any of its rights or APTIM obligations under this Agreement, APTIM shall reimburse GPI GEOSPATIAL's damages, losses, costs or expenses, including but not limited to attorneys' fees. Miscellaneous a. Merger: The agreement between GPI GEOSPATIAL and APTIM consists of these General Terms and Conditions, the attached proposal, and any exhibits or attachments noted in the proposal. Together, these elements will constitute the entire agreement superseding any and all prior negotiations, correspondence, or agreements either written or oral between them relating to the subject matter of this Agreement. b. No Waiver: The failure by GPI GEOSPATIAL to enforce or otherwise exercise any right under this Agreement shall not be deemed a waiver. No waiver shall be effective unless expressly stated in a writing signed by GPI GEOSPATIAL. c. Saving Clause: If any provision(s) of the Agreement be deemed illegal, invalid or unenforceable by a court with jurisdiction, the remaining provisions shall remain in effect. GPI Geospatial. Inc. 423 South Keller Road, Suite 300 Orlando, FL 32810 p 407.851.7880 An Equal Opportunity Employer