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 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 will notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either (1) within 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 (2) if delay is not reasonably foreseeable, within five 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 delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages will be asserted by the Contractor. The Contractor will not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, 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 paragraph, after the causes have ceased to exist the Contractor 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 State of Florida or to Customers, in which case the Department or Customer may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers with respect to commodities or contractual services subjected to allocation, or (2) 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 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 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 will shall notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either (1) within 10 ten (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 (2) if delay is not reasonably foreseeable, within five (5) 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 delayTHE FOREGOING SHALL CONSTITUTE THE 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. No claim for damages will damages, other than for an extension of time, shall be asserted by against the ContractorCustomer. The Contractor will shall not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, 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 paragraph, after the causes have ceased to exist the Contractor will 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 State of Florida or to Customers, in which case the Department or Customer may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers with respect to commodities or contractual services products subjected to allocation, or (2) 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 products that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the 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 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 will shall notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either (1) within 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 (2) if delay is not reasonably foreseeable, within five 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 delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages will shall be asserted by the Contractor. The Contractor will shall not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, 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 paragraph, after the causes have ceased to exist the Contractor will 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 State of Florida or to Customers, in which case the Department or Customer may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers with respect to commodities or contractual services subjected to allocation, or (2) 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 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 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 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 will shall notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either (1) within 10 ten (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 (2) if delay is not reasonably foreseeable, within five (5) 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 delayTHE FOREGOING SHALL CONSTITUTE THE 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. No claim for damages will damages, other than for an extension of time, shall be asserted by against the ContractorCustomer. The Contractor will shall not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, 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 paragraph, after the causes have ceased to exist the Contractor will 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 State of Florida or to Customers, in which case the Department or Customer may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers with respect to commodities or contractual services products subjected to allocation, or (2) 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 products that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the 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 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 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 will Vendor shall notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either within ten (110) within 10 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 (2) if delay is not reasonably foreseeable, within five days (5) 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 delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages will damages, other than for an extension of time, shall be asserted by against the ContractorDepartment. The Contractor will Vendor shall not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, 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 paragraph, after the causes have ceased to exist the Contractor will Vendor 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 State of Florida or to CustomersState, in which case the Department or Customer may (1) accept allocated performance or deliveries Services from the ContractorVendor, provided that the Contractor Vendor grants preferential treatment to Customers the Department with respect to commodities or contractual services Services subjected to allocation, or (2) and/or purchase from other sources (without recourse to and by the Contractor Vendor for the related costs and expenses) to replace all or part of the commodity or contractual services Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the 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 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 will notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either (1) within 10 ten (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 (2) if delay is not reasonably foreseeable, within five (5) 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 delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages will be asserted by the Contractor. The Contractor will not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, 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 paragraph, after the causes have ceased to exist the Contractor 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 State of Florida or to CustomersFlorida, in which case the Department or Customer may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers the Department with respect to commodities or contractual services subjected to allocation, or (2) 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 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 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 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 will shall notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either within ten (110) within 10 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 (2) if delay is not reasonably foreseeable, within five days (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 delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages will damages, other than for an extension of time, shall be asserted by against the ContractorDepartment. The Contractor will shall not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, 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 paragraph, after the causes have ceased to exist the Contractor will 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 State of Florida or to CustomersState, in which case the Department or Customer may (1) accept allocated performance or deliveries Services from the Contractor, provided that the Contractor grants preferential treatment to Customers the Department with respect to commodities or contractual services Services subjected to allocation, or (2) and/or 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 Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the 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 not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its 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 will notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either (1) within 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 (2) if delay is not reasonably foreseeable, within five 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 delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages will be asserted by the Contractor. The Contractor will not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, 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 paragraph, after the causes have ceased to exist the Contractor 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 State of Florida or to Customers, in which case the Department or Customer may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers with respect to commodities or contractual services subjected to allocation, or (2) 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 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 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 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 will Vendor shall notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either (1) within 10 ten (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 (2) if delay is not reasonably foreseeable, within five 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 delayTHE 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. No claim for damages will damages, other than for an extension of time, shall be asserted by against the ContractorDepartment. The Contractor will Vendor shall not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, 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 paragraph, after the causes have ceased to exist the Contractor will Vendor 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 State of Florida or to CustomersState, in which case the Department or Customer may (1) accept allocated performance or deliveries from the ContractorVendor, provided that the Contractor Vendor grants preferential treatment to Customers the Department with respect to commodities or contractual services Services subjected to allocation, or and/or (2) purchase from other sources (without recourse to and by the Contractor Vendor for the related costs and expenses) to replace all or part of the commodity or contractual services Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the 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 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 will shall notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either (1) within 10 ten (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 (2) if delay is not reasonably foreseeable, within five (5) 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 delayTHE Licensing Solutions Providers of Microsoft Software and Services FOREGOING SHALL CONSTITUTE THE 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. No claim for damages will damages, other than for an extension of time, shall be asserted by against the ContractorCustomer. The Contractor will shall not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, 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 paragraph, after the causes have ceased to exist the Contractor will 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 State of Florida or to Customers, in which case the Department or Customer may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers with respect to commodities or contractual services products subjected to allocation, or (2) 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 products that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the 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 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 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 will Vendor shall notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either (1) within 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 (2) if delay is not reasonably foreseeable, within five 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 delayTHE 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. No claim for damages will damages, other than for an extension of time, shall be asserted by against the ContractorDepartment. The Contractor will Vendor shall not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, 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 paragraph, after the causes have ceased to exist the Contractor will Vendor 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 State of Florida or to CustomersState, in which case the Department or Customer may (1) accept allocated performance or deliveries from the ContractorVendor, provided that the Contractor Vendor grants preferential treatment to Customers the Department with respect to commodities or contractual services Services subjected to allocation, or and/or (2) purchase from other sources (without recourse to and by the Contractor Vendor for the related costs and expenses) to replace all or part of the commodity or contractual services Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the 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 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 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 will shall notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either (1a) within 10 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 (2b) if 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 delay. Providing notice in strict accordance with this paragraph section is a condition precedent to such remedy. No , and an irrebuttable presumption of prejudice shall exist based on Contractor’s untimely notice The Contractor shall not assert any claim for damages will be asserted by the Contractorrelated to such delay. The Contractor will not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact impact, or other costs, expenses expenses, or damagesdamages (including, including but not limited to 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 paragraphsubsection 12.4., after 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 Contract as the Department deems necessary, in its sole discretion. After the causes have ceased to exist exist, the Contractor will 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 State of Florida or to CustomersState, in which case the Department or Customer may (1a) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers with respect to commodities or contractual services subjected to allocation, or (2) 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 (3b) terminate the 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 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 will shall notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either either: (1) within 10 ten (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 (2) if delay is not reasonably foreseeable, within five (5) 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 delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim other than for damages will an extension of time shall be asserted by against the ContractorDepartment. The Contractor will shall not be entitled to an increase in the Contract price price, damages, or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, 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 paragraph, after the causes have ceased to exist the Contractor will shall perform at no increased cost, unless the Department or Customer 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 State of Florida or to Customers, in which case the Department or Customer may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers with respect to commodities or contractual services subjected to allocation, or (2) 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 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 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 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 will shall notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either within ten (110) within 10 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 (2) if delay is not reasonably foreseeable, within five days (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 delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages will damages, other than for an extension of time, shall be asserted by against the ContractorDepartment. The Contractor will shall not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, 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 paragraph, after the causes have ceased to exist the Contractor will 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 State of Florida or to CustomersState, in which case the Department or Customer may (1) accept allocated performance or deliveries Services from the Contractor, provided that the Contractor grants preferential treatment to Customers the Department with respect to commodities or contractual services Services subjected to allocation, and / or (2) 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 Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the 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 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 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 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 will shall notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either within ten (110) within 10 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 (2) if delay is not reasonably foreseeable, within five days (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 delayTHE FOREGOING SHALL CONSTITUTE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice Notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages will damages, other than for an extension of time, shall be asserted by against the ContractorDepartment. The Contractor will shall not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, 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 paragraph, after the causes have ceased to exist the Contractor will 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 State of Florida or to CustomersState, in which case the Department or Customer may (1) accept allocated performance or deliveries Services from the Contractor, provided that the Contractor grants preferential treatment to Customers the Department with respect to commodities or contractual services Services subjected to allocation, or (2) and/or 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 Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Contract in whole or in part.

Force Majeure, Notice of Delay, and No Damages for Delay. This section replaces section 24 of the PUR 1000. 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 or agents contributed to the delay delay, and the delay is due directly to acts of Godfire, warsexplosion, acts of public enemiesearthquake, strikeswindstorm, firesflood, floodsradioactive or toxic chemical hazard, war, military hostilities, terrorism, civil emergency, embargo, riot, strike, violent civil unrest, pandemic, or other similar cause wholly beyond the Contractor’s 's reasonable control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. The foregoing does not excuse delay which could have been avoided if the Contractor implemented any risk mitigation required by the Contract. In the case of any delay the Contractor believes is excusable, the Contractor will notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either (1) within 10 ten (10) calendar days after the cause that creates created or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result, or (2) if 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 's sole remedy or excuse with respect to delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages will may be asserted by the Contractor. The Contractor will not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact impact, or other costs, expenses expenses, or damagesdamages (including, including but not limited 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 paragraph, after the causes have ceased to exist the Contractor 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 State of Florida or to CustomersState, in which case the Department or Customer may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers the Department with respect to commodities or contractual services subjected to allocation, or (2) 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 Contract in whole or in part.or

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 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 will notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either (1) within 10 ten (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 (2) if delay is not reasonably foreseeable, within five (5) 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 delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages will be asserted by the Contractor. The Contractor will not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, 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 paragraph, after the causes have ceased to exist the Contractor 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 State of Florida or to Customers, in which case the Department or Customer may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers with respect to commodities or contractual services subjected to allocation, or (2) 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 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 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 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 will shall notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either within ten (110) within 10 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 (2) if delay is not reasonably foreseeable, within five days (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 delayTHE 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. No claim for damages will damages, other than for an extension of time, shall be asserted by against the ContractorDepartment. The Contractor will shall not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, 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 paragraph, after the causes have ceased to exist the Contractor will 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 State of Florida or to CustomersState, in which case the Department or Customer may (1) accept allocated performance or deliveries Services from the Contractor, provided that the Contractor grants preferential treatment to Customers the Department with respect to commodities or contractual services Services subjected to allocation, or (2) and/or 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 Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the 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 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 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 will shall notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either (1) within 10 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 (2) if delay is not reasonably foreseeable, within five days after the date the Contractor first had has reason to believe that a delay could result. The foregoing will constitute the Contractor’s sole remedy or excuse with respect to delayTHE 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. No claim for damages will damages, other than for an extension of time, shall be asserted by against the ContractorDepartment. The Contractor will shall not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, 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 paragraph, after the causes have ceased to exist the Contractor will 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 State of Florida or to CustomersState, in which case the Department or Customer may (1) accept allocated performance or deliveries Services from the Contractor, provided that the Contractor grants preferential treatment to Customers the Department with respect to commodities or contractual services Services subjected to allocation, or (2) and/or 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 Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the 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 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 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 will Vendor shall notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either within ten (110) within 10 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 (2) if delay is not reasonably foreseeable, within five days (5) 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 delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages will damages, other than for an extension of time, shall be asserted by against the ContractorDepartment. The Contractor will Vendor shall not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, 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 paragraph, after the causes have ceased to exist the Contractor will Vendor 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 State of Florida or to CustomersState, in which case the Department or Customer may (1) accept allocated performance or deliveries Services from the ContractorVendor, provided that the Contractor Vendor grants preferential treatment to Customers the Department with respect to commodities or contractual services Services subjected to allocation, or (2) and/or purchase from other sources (without recourse to and by the Contractor Vendor for the related costs and expenses) to replace all or part of the commodity or contractual services Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the 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 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 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 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 will Vendor shall notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either within ten (110) within 10 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 (2) if delay is not reasonably foreseeable, within five days (5) 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 delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages will damages, other than for an extension of time, shall be asserted by against the ContractorDepartment. The Contractor will Vendor shall not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, 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 paragraph, after the causes have ceased to exist the Contractor will Vendor 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 State of Florida or to CustomersState, in which case the Department or Customer may (1) accept allocated performance or deliveries Services from the ContractorVendor, provided that the Contractor Vendor grants preferential treatment to Customers the Department with respect to commodities or contractual services Services subjected to allocation, or (2) and/or purchase from other sources (without recourse to and by the Contractor Vendor for the related costs and expenses) to replace all or part of the commodity or contractual services Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the 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 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 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 will shall notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either within ten (110) within 10 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 (2) if delay is not reasonably foreseeable, within five days (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 delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages will damages, other than for an extension of time, shall be asserted by against the ContractorDepartment. The Contractor will shall not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, 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 paragraph, after the causes have ceased to exist the Contractor will 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 State of Florida or to CustomersState, in which case the Department or Customer may (1) accept allocated performance or deliveries Services from the Contractor, provided that the Contractor grants preferential treatment to Customers the Department with respect to commodities or contractual services Services subjected to allocation, and / or (2) 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 Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the 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.