Common use of Procedure on Force Majeure Event Clause in Contracts

Procedure on Force Majeure Event. (a) A Party shall provide written notice to the other Party within 5 Business Days of becoming aware of the occurrence of a Force Majeure Event. The Party providing notice shall, within 15 Business Days after such notification, provide further written details to the other Party which shall include: (i) a statement of which Force Majeure Event the claim is based upon; (ii) details of the event or circumstances forming the basis for the Party’s claim; (iii) details of the contemporary records which such Party shall maintain to substantiate its claim for relief; (iv) details of the consequences (whether direct or indirect, financial or non-financial) which such Force Majeure Event may have upon such Party and its obligations under this Agreement, accompanied by copies of all supporting records in such Party’s custody or available to such Party which substantiate or support such Party’s claim; and (v) details of any measures which the Party proposes to adopt to mitigate the consequences of such Force Majeure Event. (b) In addition to the requirements of Section 10.2(a), if Project Co provides such notice, then Project Co shall: (i) submit to the City a Schedule Update within 15 Business Days (or other timeline as agreed between the Parties on a case-by-case basis) after such notification; (ii) for a Force Majeure Event that continues for longer than 30 calendar days, provide a monthly update of the impact of the Force Majeure Event to the Construction Schedule, which shall include a detailed description of the impact to the satisfaction of the City, acting reasonably; (iii) submit to the City a Schedule Update within 10 Business Days (or other timeline as agreed between the Parties on a case-by-case basis) after the Force Majeure Event ceases to affect Project Co’s performance of the Project Work; and (iv) shall submit a forensic schedule analysis (a “Forensic Schedule Analysis”) in accordance with AACE International Recommended Practice No. 29R-03 within 10 Business Days (or other timeline as agreed to between the Parties on a case by case basis) of the conclusion of the Force Majeure Event or the portion of the Force Majeure Event that impacts the Construction Schedule. The Forensic Schedule Analysis shall include adequate justification for the selected forensic schedule analysis method and demonstrate that it produces an accurate assessment of the event impact. (c) As soon as possible, but in any event within 3 Business Days, of the Party providing notice (the “Notifying Party”) receiving, or becoming aware of, any supplemental information which may further substantiate or support its claim, it shall submit further particulars including copies of all related available records associated with such information to the other Party (the “Notified Party”). (d) The Notified Party shall, after receipt of written details under Sections 10.2(a) or 10.2(b), be entitled by written notice to require the Notifying Party to provide such further supporting particulars as it may reasonably consider necessary. The Notifying Party shall provide the required supporting particulars to the Notified Party as soon as practicable and, in any event, no later than 20 Business Days (failing which the notice of the Force Majeure Event provided by Project Co pursuant to Section 11.3(a) shall be deemed to have been withdrawn), after receiving the written notice and afford the Notified Party reasonable facilities for investigating the validity of its claim, including on-site inspection. (e) If a Party is (or claims to be) affected by a Force Majeure Event, it shall, and shall require its respective Project Co Persons or City Persons, as applicable to, take and continue to take commercially reasonable steps: (i) to eliminate or mitigate the consequences of such event upon the performance of its obligations under this Agreement (ii) to continue to perform its obligations under this Agreement to the extent possible; and (iii) to resume performance of its obligations under this Agreement affected by the Force Majeure Event as soon as practicable. (f) To the extent that a Party does not comply with its obligations under this Section 10.2 [Procedure on Force Majeure Event], such failure (including without limitation, the effect of such failure on the other Party’s ability to mitigate such Force Majeure Event) shall be taken into account in determining such Party’s entitlement to relief and any compensation or schedule relief that might otherwise be provided under this Section 10 [Force Majeure] shall be reduced to the extent the other Party is prejudiced by such failure to comply.

Procedure on Force Majeure Event. (a) A Party shall provide written notice to the other Party within 5 Business Days of becoming aware of the occurrence of a Force Majeure Event. . (b) The Party providing notice shall, within 15 Business Days after such notification, provide further written details to the other Party which shall include: (i) a statement of which Force Majeure Event the claim is based upon; (ii) details of the event or circumstances forming the basis for the Party’s claim; (iii) details of the contemporary records which such Party shall maintain to substantiate its claim for relief; (iv) details of the consequences (whether direct or indirect, financial or non-financial) which such Force Majeure Event may have upon such Party and its obligations under this Agreement, accompanied by copies of all supporting records in such Party’s custody or available to such Party which substantiate or support such Party’s claim; and (v) details of any measures which the Party proposes to adopt to mitigate the consequences of such Force Majeure Event. (bc) In addition to the requirements of Section 10.2(a9.2(a), if Project Co provides such noticethere is a potential impact on the Construction Schedule, then Project Co Design-Builder shall: (i) submit to the City a Schedule Update within 15 5 Business Days (or other timeline as agreed between the Parties on a case-by-case basis) after such notificationnotification a Schedule Update progressed to the date of the occurrence of the Force Majeure Event; (ii) for a Force Majeure Event that continues for longer than 30 calendar days, provide a monthly update of the impact of the Force Majeure Event to the Construction Schedule, which shall include a detailed description of the impact to the satisfaction of the City, acting reasonably; (iii) submit to the City a Schedule Update within 10 Business Days (or other timeline as agreed between the Parties on a case-by-case basis) after the Force Majeure Event ceases to affect Project CoDesign-Builder’s performance of the Project WorkWork a Schedule Update progressed to the date of the conclusion of the Force Majeure Event; and (iv) shall submit a forensic schedule analysis (a “Forensic Schedule Analysis”) in accordance with AACE International Recommended Practice No. 29R-03 (a “Forensic Schedule Analysis”) within 10 Business Days (or other timeline as agreed to between the Parties on a case by case basis) of the conclusion of the Force Majeure Event or the portion of the Force Majeure Event Event(s) that impacts the Construction Schedule. The Forensic Schedule Analysis shall include adequate justification for the selected forensic schedule analysis method and demonstrate that it produces an the most accurate assessment of the event impact. (cd) As soon as possible, but in any event within 3 5 Business Days, of the Party providing notice (the “Notifying Party”) receiving, or becoming aware of, any supplemental information which may further substantiate or support its claim, it shall submit further particulars including copies of all related available records associated with such information to the other Party (the “Notified Party”). (de) The Notified Party shall, after receipt of written details under Sections 10.2(a9.2(a) or 10.2(b9.2(c), be entitled by written notice to require the Notifying Party to provide such further supporting particulars as it may reasonably consider necessary. The Notifying Party shall provide the required supporting particulars in their entirety to the Notified Party as soon as practicable and, in any event, no later than 20 Business Days (failing which the notice of the Force Majeure Event provided by Project Co pursuant to Section 11.3(a) shall be deemed to have been withdrawn)Days, after receiving the written notice and afford the Notified Party reasonable facilities for investigating the validity of its claim, including on-site inspection. Failure to provide the requested further supporting particulars within 20 Business Days shall result in the notice of the Force Majeure Event provided by Design-Builder pursuant to Section 9.2(a) being deemed to have been withdrawn. (ef) If a Party is (or claims to be) affected by a Force Majeure Event, it shall, and shall require its respective Project Co Design-Builder Persons or City Persons, as applicable to, take and continue to take commercially reasonable steps: (i) to eliminate or mitigate the consequences of such event upon the performance of its obligations under this Agreement (ii) to continue to perform its obligations under this Agreement to the extent possible; and (iii) to resume performance of its obligations under this Agreement affected by the Force Majeure Event as soon as practicable. (fg) For clarity, no extension under Section 9.1(b) to the Target PICO Completion Date, the Target Construction Completion Date or the date in Section 13.8(f) will be granted unless the Forensic Schedule Analysis, provided in accordance with Section 9.2(c)(iv) demonstrates that the Force Majeure Event has caused a delay to a Key Date, and then only once all related schedule float is consumed, and in no event shall any such extension exceed the necessary extension of the critical path resulting from the Force Majeure Event (h) To the extent that a Party does not comply with its obligations under this Section 10.2 9.2 [Procedure on Force Majeure Event], such failure (including without limitation, the effect of such failure on the other Party’s ability to mitigate such Force Majeure Event) shall be taken into account in determining such Party’s entitlement to relief and any compensation or schedule relief that might otherwise be provided under this Section 10 9 [Force Majeure] shall be reduced to the extent the other Party is prejudiced by such failure to comply.