Common use of Force Majeure, Notice of Delay, and No Damages for Delay Clause in Contracts

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either (i) within ten (10) calendar days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result; or (ii) if a delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING WILL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by the fraud, bad faith, or active interference of the Department. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy, and a rebuttable presumption of prejudice will exist based on Contractor’s untimely notice. The Contractor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department for direct, indirect, consequential, impact, or other costs, expenses, or damages, including costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsection, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After the causes have ceased to exist, the Contractor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department or State, in which case the Department may (i) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to the Department with respect to Products subjected to allocation; or (ii) terminate the Term Contract in whole or in part.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, lightning strikes, fires, floods, or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either (i) within ten (10) calendar days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result; or (ii) if a delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING WILL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by the fraud, bad faith, or active interference of the Department. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy, and a rebuttable presumption of prejudice will exist based on Contractor’s untimely notice. The Contractor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department for direct, indirect, consequential, impact, or other costs, expenses, or damages, including costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsection, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After the causes have ceased to exist, the Contractor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department or State, in which case the Department may (i) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to the Department with respect to Products subjected to allocation; or (ii) terminate the Term Contract in whole or in part.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall will notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either (i1) within ten (10) calendar 10 days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result; , or (ii2) if a delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING WILL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by The foregoing will constitute the fraud, bad faith, Contractor’s sole remedy or active interference of the Departmentexcuse with respect to delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy, and a rebuttable presumption of prejudice will exist based on Contractor’s untimely notice. The Contractor shall not assert any No claim for damages related to such delaywill be asserted by the Contractor. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, exist the Contractor shall will perform at no increased cost, unless the Department or Customer determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department State of Florida or Stateto Customers, in which case the Department or Customer may (i1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to the Department Customers with respect to Products commodities or contractual services subjected to allocation; , or (ii2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the commodity or contractual services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Term Contract in whole or in part.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department Customer in writing of the delay or potential delay and describe the cause of the delay either (i1) within ten (10) calendar days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result; , or (ii2) if a delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING WILL SHALL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by the fraud, bad faith, or active interference of the DepartmentDELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, and a rebuttable presumption other than for an extension of prejudice will exist based on Contractor’s untimely noticetime, shall be asserted against the Customer. The Contractor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department Customer for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, exist the Contractor shall perform at no increased cost, unless the Department Customer determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department State or Stateto Customers, in which case the Department Customer may (i1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to the Department Customers with respect to Products products subjected to allocation; , or (ii2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the products that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Term Contract in whole or in part.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department Customer in writing of the delay or potential delay and describe the cause of the delay either either (i1) within ten (10) calendar days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result; , or (ii2) if a delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING WILL SHALL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by the fraud, bad faith, or active interference of the DepartmentDELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, and a rebuttable presumption other than for an extension of prejudice will exist based on Contractor’s untimely noticetime, shall be asserted against the Customer. The Contractor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department Customer for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, exist the Contractor shall perform at no increased cost, unless the Department Customer determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department State or Stateto Customers, in which case the Department Customer may (i1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to the Department Customers with respect to Products products subjected to allocation; , or (ii2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the products that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Term Contract in whole or in part.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either (i1) within ten (10) calendar 10 days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result; , or (ii2) if a delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING WILL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by The foregoing shall constitute the fraud, bad faith, Contractor’s sole remedy or active interference of the Departmentexcuse with respect to delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy, and a rebuttable presumption of prejudice will exist based on . No claim for damages shall be asserted by the Contractor’s untimely notice. The Contractor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, exist the Contractor shall perform at no increased cost, unless the Department or Customer determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department State or Stateto Customers, in which case the Department or Customer may (i1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to the Department Customers with respect to Products commodities or contractual services subjected to allocation; , or (ii2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the commodity or contractual services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Term Contract in whole or in part.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will ‌ Vendor shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor Vendor or its employees, subcontractors, employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, floods or other similar cause wholly beyond the ContractorVendor’s control, or for any of the foregoing that affect Subcontractors or suppliers if no alternate source of supply is available to the ContractorVendor. In case of any delay the Contractor Vendor believes is excusable, the Contractor Vendor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either (i) within ten (10) calendar days Calendar Days after the cause that creates or will create the delay first arose, if the Contractor Vendor could reasonably foresee that a delay could occur as a result; , or (ii) if a delay is not reasonably foreseeable, within five (5) calendar days Calendar Days after the date the Contractor Vendor first had reason to believe that a delay could result. THE FOREGOING WILL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by the fraudNo claim for damages, bad faithother than for an extension of time, or active interference of shall be asserted against the Department. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy, and a rebuttable presumption of prejudice will exist based on Contractor’s untimely notice. The Contractor Vendor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, the Contractor exist Vendor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department or State, in which case the Department may (i) accept allocated performance or deliveries Services from the ContractorVendor, provided that the Contractor Vendor grants preferential treatment to the Department with respect to Products Services subjected to allocation; , and/or purchase from other sources (without recourse to and by Vendor for the related costs and expenses) to replace all or (ii) part of the Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or terminate the Term Contract in whole or in part. THE FOREGOING SHALL CONSTITUTE VENDOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing Notice in strict accordance with this paragraph is a condition precedent to such remedy. Changes‌ The Department may unilaterally require, by written order, changes altering, adding to or deducting from the Contract specifications, provided that such changes are within the general scope of the Contract. The Department may make an equitable adjustment in the Contract price or delivery date if the change affects the cost or time of performance. Such equitable adjustments require the written consent of the Vendor, which shall not be unreasonably withheld. Further Assurances‌ The Parties will, subsequent to the Implementation Date, and without any additional consideration, execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate the purposes of this Contract. Indemnification‌ Vendor shall be liable for the actions of its employees, partners, Subcontractors, and all other agents and shall indemnify, defend and hold harmless the State, and its officers, agents and employees, from suits, actions, damages and costs of every name and description, including attorneys’ fees, arising from or relating to personal injury or wrongful death, damage to real or personal tangible property, or any other action alleged to be caused in whole or in part by Vendor, its employees, partners, Subcontractors, and all other agents; provided, however, that Vendor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the State. Further, Vendor shall indemnify, defend and hold harmless the State from any suits, actions, damages and costs of every name and description, including attorney’s fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right. If any Service is the subject of an infringement suit, or in Vendor’s opinion is likely to become the subject of a suit, Vendor may at its sole expense procure for the State the right to continue using the Service or to modify it to become non-infringing. If Vendor is not reasonably able to modify or otherwise secure the State the right to continue using the Service, Vendor shall remove the Service and refund the State the amounts paid in excess of a reasonable rental for past use. The State shall not be liable for any royalties. Vendor’s obligations under the preceding two (2) paragraphs with respect to any legal actions are contingent upon the State giving Vendor written Notice of any action or threatened action, the opportunity to participate in the defense of and settle any such action at Vendor’s sole expense, and assistance in defending the action at Vendor’s sole expense. Vendor shall not be liable for any cost, expense, or compromise incurred or made by the State in any legal action without Vendor’s prior written consent, which shall not be unreasonably withheld. Vendor shall also indemnify, defend and save harmless the Enrollees for any financial loss caused by the failure of Vendor, its officers, directors or agents to comply with the terms of this Contract. This section shall survive termination of this Contract. The Department and Vendor agree that: (i) health care providers are not the agents or employees of the Department or Vendor and neither party renders medical services or treatments to Plan Participants and (ii) health care providers are solely responsible for the health care they deliver to Plan Participants, and neither the Department nor Vendor is responsible for the health care that is delivered by health care providers.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall will notify the Department in writing of the delay or potential delay and describe the cause of the delay either (i1) within ten (10) calendar days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result; , or (ii2) if a delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING WILL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by The foregoing will constitute the fraud, bad faith, Contractor’s sole remedy or active interference of the Departmentexcuse with respect to delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy, and a rebuttable presumption of prejudice will exist based on Contractor’s untimely notice. The Contractor shall not assert any No claim for damages related to such delaywill be asserted by the Contractor. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, exist the Contractor shall will perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department or StateState of Florida, in which case the Department may (i1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to the Department with respect to Products commodities or contractual services subjected to allocation; , or (ii2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the commodity or contractual services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Term Contract in whole or in part.

Force Majeure, Notice of Delay, and No Damages for Delay. The ‌ Contractor will shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, employees or agents contributed to the delay delay, and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, floods or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect Subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either (i) within ten (10) calendar days Calendar Days after the cause that creates or will create the delay first arosedelay, if the Contractor could reasonably foresee that a delay could occur as a result; , or (ii) if a delay is not reasonably foreseeable, within five (5) calendar days Calendar Days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING WILL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by the fraudNo claim for damages, bad faithother than for an extension of time, or active interference of shall be asserted against the Department. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy, and a rebuttable presumption of prejudice will exist based on Contractor’s untimely notice. The Contractor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, the exist Contractor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department or State, in which case the Department may (i) accept allocated performance or deliveries Services from the Contractor, provided that the Contractor grants preferential treatment to the Department with respect to Products Services subjected to allocation; , and/or purchase from other sources (without recourse to and by Contractor for the related costs and expenses) to replace all or (ii) part of the Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or terminate the Term Contract in whole or in part.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will ‌ Vendor shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor Vendor or its employees, subcontractors, employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, floods or other similar cause wholly beyond the ContractorVendor’s control, or for any of the foregoing that affect Subcontractors or suppliers if no alternate source of supply is available to the ContractorVendor. In case of any delay the Contractor Vendor believes is excusable, the Contractor Vendor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either (i1) within ten (10) calendar days after the cause that creates or will create the delay first arose, if the Contractor Vendor could reasonably foresee that a delay could occur as a result; , or (ii2) if a delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor Vendor first had reason to believe that a delay could result. THE FOREGOING WILL SHALL CONSTITUTE THE CONTRACTORVENDOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by the fraud, bad faith, or active interference of the DepartmentDELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy, and a rebuttable presumption of prejudice will exist based on Contractor’s untimely notice. The Contractor shall not assert any No claim for damages related to such delaydamages, other than for an extension of time, shall be asserted against the Department. The Contractor will Vendor shall not be entitled to an increase in the Term Contract price or payment of any kind from the Department for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, the Contractor exist Vendor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department or State, in which case the Department may (i1) accept allocated performance or deliveries from the ContractorVendor, provided that the Contractor Vendor grants preferential treatment to the Department with respect to Products Services subjected to allocation; , and/or (2) purchase from other sources (without recourse to and by Vendor for the related costs and expenses) to replace all or part of the Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (ii3) terminate the Term Contract in whole or in part.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either either (i1) within ten (10) calendar days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result; , or (ii2) if a delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING WILL SHALL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by the fraud, bad faith, or active interference of the DepartmentDELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, and a rebuttable presumption other than for an extension of prejudice will exist based on Contractor’s untimely noticetime, shall be asserted against the Department. The Contractor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Term Contract Purchase Order price or payment of any kind from the Department for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, exist the Contractor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract Purchase Order or any contract under which the Purchase Order is issued to the Department State or Stateto the Department, in which case the Department may (i1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to the Department with respect to Products products subjected to allocation; , or (ii2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the products that are the subject of the delay, which purchases may be deducted from the Purchase Order quantity, or (3) terminate the Term Contract Purchase Order or any contract under which the Purchase Order is issued in whole or in part.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall will notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either (i1) within ten (10) calendar 10 days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result; , or (ii2) if a delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING WILL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by The foregoing will constitute the fraud, bad faith, Contractor’s sole remedy or active interference of the Departmentexcuse with respect to delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy, and a rebuttable presumption of prejudice will exist based on Contractor’s untimely notice. The Contractor shall not assert any No claim for damages related to such delaywill be asserted by the Contractor. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, exist the Contractor shall will perform at no increased cost, unless such delay was caused by the Department or Customer or the Department or Customer determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department State of Florida or Stateto Customers, in which case the Department or Customer may (i1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to the Department Customers with respect to Products commodities or contractual services subjected to allocation; , or (ii2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the commodity or contractual services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Term Contract in whole or in part.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, floods or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect Subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either (i) within ten (10) calendar days promptly after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result; or (ii) if a delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had has reason to believe that a delay could result. THE FOREGOING WILL SHALL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by the fraud, bad faith, or active interference of the DepartmentDELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, and a rebuttable presumption other than for an extension of prejudice will exist based on Contractor’s untimely noticetime, shall be asserted against the Department. The Contractor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, the exist Contractor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department or State, in which case the Department may (i) accept allocated performance or deliveries Services from the Contractor, provided that the Contractor grants preferential treatment to the Department with respect to Products Services subjected to allocation; , and/or purchase from other sources (without recourse to and by Contractor for the related costs and expenses) to replace all or (ii) part of the Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or terminate the Term Contract in whole or in part.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either (ia) within ten (10) calendar days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result; , or (iib) if a the delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING WILL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by The foregoing will constitute the fraud, bad faith, Contractor’s sole remedy or active interference of the Departmentexcuse with respect to delay. Providing notice in strict accordance with this paragraph section is a condition precedent to such remedy, and a rebuttable an irrebuttable presumption of prejudice will shall exist based on Contractor’s untimely notice. notice The Contractor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department for direct, indirect, consequential, impact, or other costs, expenses, or damagesdamages (including, including but not limited to, costs of acceleration or inefficiency, ) arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in the first paragraph in this subsectionsubsection 12.4., the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After the causes have ceased to exist, the Contractor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department or State, in which case the Department may (ia) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to the Department with respect to Products commodities or contractual services subjected to allocation; , or (iib) terminate the Term Contract in whole or in part.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department Customer in writing of the delay or potential delay and describe the cause of the delay either (i) within ten (10) calendar days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result; or (ii) if a delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING WILL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by the fraud, bad faith, or active interference of the DepartmentDELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, and a rebuttable presumption other than for an extension of prejudice will exist based on Contractor’s untimely noticetime, shall be asserted against the Customer. The Contractor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department Customer for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, exist the Contractor shall perform at no increased cost, unless the Department Customer determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department State or Stateto Customers, in which case the Department Customer may (i1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to the Department Customers with respect to Products products subjected to allocation; , or (ii2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the products that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Term Contract in whole or in part.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, floods or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect Subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either (i) within ten (10) calendar days Calendar Days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result; , or (ii) if a delay is not reasonably foreseeable, within five (5) calendar days Calendar Days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING WILL SHALL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by the fraud, bad faith, or active interference of the DepartmentDELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, and a rebuttable presumption other than for an extension of prejudice will exist based on Contractor’s untimely noticetime, shall be asserted against the Department. The Contractor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, the exist Contractor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department or State, in which case the Department may (i) accept allocated performance or deliveries Services from the Contractor, provided that the Contractor grants preferential treatment to the Department with respect to Products Services subjected to allocation; , and/or purchase from other sources (without recourse to and by Contractor for the related costs and expenses) to replace all or (ii) part of the Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or terminate the Term Contract in whole or in part.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will ‌ Vendor shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor Vendor or its employees, subcontractors, employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, floods or other similar cause wholly beyond the ContractorVendor’s control, or for any of the foregoing that affect Subcontractors or suppliers if no alternate source of supply is available to the ContractorVendor. In case of any delay the Contractor Vendor believes is excusable, the Contractor Vendor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either (i) within ten (10) calendar days Calendar Days after the cause that creates or will create the delay first arose, if the Contractor Vendor could reasonably foresee that a delay could occur as a result; , or (ii) if a delay is not reasonably foreseeable, within five (5) calendar days Calendar Days after the date the Contractor Vendor first had reason to believe that a delay could result. THE FOREGOING WILL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by the fraudNo claim for damages, bad faithother than for an extension of time, or active interference of shall be asserted against the Department. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy, and a rebuttable presumption of prejudice will exist based on Contractor’s untimely notice. The Contractor Vendor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, the Contractor exist Vendor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department or State, in which case the Department may (i) accept allocated performance or deliveries Services from the ContractorVendor, provided that the Contractor Vendor grants preferential treatment to the Department with respect to Products Services subjected to allocation; , and/or purchase from other sources (without recourse to and by Vendor for the related costs and expenses) to replace all or (ii) part of the Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or terminate the Term Contract in whole or in part. THE FOREGOING SHALL CONSTITUTE VENDOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing Notice in strict accordance with this paragraph is a condition precedent to such remedy. Changes‌ The Department may unilaterally require, by written order, changes altering, adding to or deducting from the Services or Contract specifications, provided that such changes are within the general scope of the Contract. The Department may make an equitable adjustment in the Contract price or delivery date if the change affects the cost or time of performance. Such equitable adjustments require the written consent of the Vendor, which shall not be unreasonably withheld. If the Department elects to add Services, the Vendor and the Department will negotiate a mutually agreed amendment to the Contract. Further Assurances‌ The Parties will, subsequent to the Implementation Date, and without any additional consideration, execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate the purposes of this Contract. Indemnification‌ Vendor shall be liable for the actions of its employees, partners, Subcontractors, and all other agents and shall indemnify, defend and hold harmless the State, and its officers, agents and employees, from suits, actions, damages and costs of every name and description, including attorneys’ fees, arising from or relating to personal injury or wrongful death, damage to real or personal tangible property, or any other action alleged to be caused in whole or in part by Vendor, its employees, partners, Subcontractors, and all other agents; provided, however, that Vendor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the State. Further, Vendor shall indemnify, defend and hold harmless the State from any suits, actions, damages and costs of every name and description, including attorney’s fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right. If any Service is the subject of an infringement suit, or in Vendor’s opinion is likely to become the subject of a suit, Vendor may at its sole expense procure for the State the right to continue using the Service or to modify it to become non-infringing. If Vendor is not reasonably able to modify or otherwise secure the State the right to continue using the Service, Vendor shall remove the Service and refund the State the amounts paid in excess of a reasonable rental for past use. The State shall not be liable for any royalties. Vendor’s obligations under the preceding two (2) paragraphs with respect to any legal actions are contingent upon the State giving Vendor written Notice of any action or threatened action, the opportunity to participate in the defense of and settle any such action at Vendor’s sole expense, and assistance in defending the action at Vendor’s sole expense. Vendor shall not be liable for any cost, expense, or compromise incurred or made by the State in any legal action without Vendor’s prior written consent, which shall not be unreasonably withheld. This section shall survive termination of this Contract. The Department and Vendor agree that: (i) health care providers are not the agents or employees of the Department or Vendor and neither party renders medical services or treatments to Plan Participants and (ii) health care providers are solely responsible for the health care they deliver to Plan Participants, and neither the Department nor Vendor is responsible for the health care that is delivered by health care providers.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, floods or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect Subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either (i) within ten (10) calendar days Calendar Days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result; , or (ii) if a delay is not reasonably foreseeable, within five (5) calendar days Calendar Days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING WILL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by the fraudNo claim for damages, bad faithother than for an extension of time, or active interference of shall be asserted against the Department. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy, and a rebuttable presumption of prejudice will exist based on Contractor’s untimely notice. The Contractor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, the exist Contractor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department or State, in which case the Department may (i) accept allocated performance or deliveries Services from the Contractor, provided that the Contractor grants preferential treatment to the Department with respect to Products Services subjected to allocation; , and / or purchase from other sources (iiwithout recourse to and by Contractor for the related costs and expenses) to replace all or part of the Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or terminate the Term Contract in whole or in part. THE FOREGOING SHALL CONSTITUTE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing Notice in strict accordance with this paragraph is a condition precedent to such remedy.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will ‌ Vendor shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor Vendor or its employees, subcontractors, employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, floods or other similar cause wholly beyond the ContractorVendor’s control, or for any of the foregoing that affect Subcontractors or suppliers if no alternate source of supply is available to the ContractorVendor. In case of any delay the Contractor Vendor believes is excusable, the Contractor Vendor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either (i1) within ten (10) calendar 10 days after the cause that creates or will create the delay first arose, if the Contractor Vendor could reasonably foresee that a delay could occur as a result; , or (ii2) if a delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor Vendor first had reason to believe that a delay could result. THE FOREGOING WILL SHALL CONSTITUTE THE CONTRACTORVENDOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by the fraud, bad faith, or active interference of the DepartmentDELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy, and a rebuttable presumption of prejudice will exist based on Contractor’s untimely notice. The Contractor shall not assert any No claim for damages related to such delaydamages, other than for an extension of time, shall be asserted against the Department. The Contractor will Vendor shall not be entitled to an increase in the Term Contract price or payment of any kind from the Department for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, the Contractor exist Vendor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department or State, in which case the Department may (i1) accept allocated performance or deliveries from the ContractorVendor, provided that the Contractor Vendor grants preferential treatment to the Department with respect to Products Services subjected to allocation; , and/or (2) purchase from other sources (without recourse to and by Vendor for the related costs and expenses) to replace all or part of the Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (ii3) terminate the Term Contract in whole or in part.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either either: (i1) within ten (10) calendar days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result; or (ii2) if a delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING WILL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by the fraud, bad faith, or active interference No claim other than for an extension of time shall be asserted against the Department. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy, and a rebuttable presumption of prejudice will exist based on Contractor’s untimely notice. The Contractor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Term Contract price price, damages, or payment of any kind from the Department for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, inefficiency arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, exist the Contractor shall perform at no increased cost, unless the Department determines, . THE FOREGOING SHALL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in its sole discretion, that the delay will significantly impair the value of the Contract strict accordance with this paragraph is a condition precedent to the Department or State, in which case the Department may (i) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to the Department with respect to Products subjected to allocation; or (ii) terminate the Term Contract in whole or in partsuch remedy.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, floods or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect Subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either (i) within ten (10) calendar days Calendar Days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result; , or (ii) if a delay is not reasonably foreseeable, within five (5) calendar days Calendar Days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING WILL SHALL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by the fraud, bad faith, or active interference of the DepartmentDELAY. Providing notice Notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, and a rebuttable presumption other than for an extension of prejudice will exist based on Contractor’s untimely noticetime, shall be asserted against the Department. The Contractor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, the exist Contractor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department or State, in which case the Department may (i) accept allocated performance or deliveries Services from the Contractor, provided that the Contractor grants preferential treatment to the Department with respect to Products Services subjected to allocation; , and/or purchase from other sources (without recourse to and by Contractor for the related costs and expenses) to replace all or (ii) part of the Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or terminate the Term Contract in whole or in part.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will Vendor shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor Vendor or its employees, subcontractors, employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, floods or other similar cause wholly beyond the ContractorVendor’s control, or for any of the foregoing that affect Subcontractors or suppliers if no alternate source of supply is available to the ContractorVendor. In case of any delay the Contractor Vendor believes is excusable, the Contractor Vendor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either (i) within ten (10) calendar days Calendar Days after the cause that creates or will create the delay first arose, if the Contractor Vendor could reasonably foresee that a delay could occur as a result; , or (ii) if a delay is not reasonably foreseeable, within five (5) calendar days Calendar Days after the date the Contractor Vendor first had reason to believe that a delay could result. THE FOREGOING WILL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by the fraudNo claim for damages, bad faithother than for an extension of time, or active interference of shall be asserted against the Department. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy, and a rebuttable presumption of prejudice will exist based on Contractor’s untimely notice. The Contractor Vendor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, the Contractor exist Vendor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department or State, in which case the Department may (i) accept allocated performance or deliveries Services from the ContractorVendor, provided that the Contractor Vendor grants preferential treatment to the Department with respect to Products Services subjected to allocation; , and/or purchase from other sources (without recourse to and by Vendor for the related costs and expenses) to replace all or (ii) part of the Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or terminate the Term Contract in whole or in part. THE FOREGOING SHALL CONSTITUTE VENDOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing Notice in strict accordance with this paragraph is a condition precedent to such remedy.

Force Majeure, Notice of Delay, and No Damages for Delay. The ‌ Contractor will shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, floods or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect Subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either (i) within ten (10) calendar days Calendar Days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result; , or (ii) if a delay is not reasonably foreseeable, within five (5) calendar days Calendar Days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING WILL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by the fraudNo claim for damages, bad faithother than for an extension of time, or active interference of shall be asserted against the Department. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy, and a rebuttable presumption of prejudice will exist based on Contractor’s untimely notice. The Contractor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, the exist Contractor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department or State, in which case the Department may (i) accept allocated performance or deliveries Services from the Contractor, provided that the Contractor grants preferential treatment to the Department with respect to Products Services subjected to allocation; , and / or purchase from other sources (iiwithout recourse to and by Contractor for the related costs and expenses) to replace all or part of the Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or terminate the Term Contract in whole or in part. THE FOREGOING SHALL CONSTITUTE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing Notice in strict accordance with this paragraph is a condition precedent to such remedy. Changes‌ The Department may unilaterally require, by written order, changes altering, adding to or deducting from the Contract specifications, provided that such changes are within the general scope of the Contract. The Department may make an equitable adjustment in the Contract price or delivery date if the change affects the cost or time of performance. Such equitable adjustments require the written consent of the Contractor, which shall not be unreasonably withheld.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall will notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either (i1) within ten (10) calendar days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result; , or (ii2) if a delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING WILL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by The foregoing will constitute the fraud, bad faith, Contractor’s sole remedy or active interference of the Departmentexcuse with respect to delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy, and a rebuttable presumption of prejudice will exist based on Contractor’s untimely notice. The Contractor shall not assert any No claim for damages related to such delaywill be asserted by the Contractor. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact, impact or other costs, expenses, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsectionparagraph, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After after the causes have ceased to exist, exist the Contractor shall will perform at no increased cost, unless the Department or Customer determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department State of Florida or Stateto Customers, in which case the Department or Customer may (i1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to the Department Customers with respect to Products commodities or contractual services subjected to allocation; , or (ii2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the commodity or contractual services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Term Contract in whole or in part.

Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor’s control, or for lightning any of the foregoing that affect suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either (i) within ten (10) calendar days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result; or (ii) if a delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING WILL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by the fraud, bad faith, or active interference of the Department. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy, and a rebuttable presumption of prejudice will exist based on Contractor’s untimely notice. The Contractor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department for direct, indirect, consequential, impact, or other costs, expenses, or damages, including costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsection, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After the causes have ceased to exist, the Contractor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department or State, in which case the Department may (i) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to the Department with respect to Products subjected to allocation; or (ii) terminate the Term Contract in whole or in part.