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FWC Agreement No. #22299 <br />Section 34. FORCE MAJEURE AND NOTICE OF DELAY FROM FORCE MAJEURE. <br />Neither Party shall be liable to the other for any delay or failure to perform under this Agreement if such delay or <br />failure is neither the fault nor the negligence of the Party or its employees or agents and the delay is due directly <br />to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Party's <br />control, or for any of the foregoing that affects subcontractors or suppliers if no alternate source of supply is <br />available. However, in the event of delay from the foregoing causes, the Party shall take all reasonable measures <br />to mitigate any and all resulting delay or disruption in the Party's performance obligation under this Agreement. If <br />the delay is excusable under this paragraph, the delay will not result in any additional charge or cost under the <br />Agreement to either Party. In the case of any delay Recipient believes is excusable under this paragraph, Recipient <br />shall notify the Commission's Grant Manager in writing of the delay or potential delay and describe the cause of <br />the delay either: (1) within ten (10) calendar days after the cause that creates or will create the delay first arose, if <br />Recipient could reasonably foresee that a delay could occur as a result; or (2) within five (5) calendar days after <br />the date Recipient first had reason to believe that a delay could result, if the delay is not reasonably foreseeable. <br />THE FOREGOING SHALL CONSTITUTE THE RECIPIENT'S SOLE REMEDY OR EXCUSE WITH <br />RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to <br />such remedy. The Commission, in its sole discretion, will determine if the delay is excusable under this paragraph <br />and will notify Recipient of its decision in writing. No claim for damages, other than for an extension of time, <br />shall be asserted against the Commission. Recipient shall not be entitled to an increase in the Agreement price or <br />payment of any kind from the Commission for direct, indirect, consequential, impact, or other costs, expenses or <br />damages, including but not limited to costs of acceleration or inefficiency arising because of delay, disruption, <br />interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, <br />due to any of the causes described in this paragraph, after the causes have ceased to exist, Recipient shall perform <br />at no increased cost, unless the Commission determines, in its sole discretion, that the delay will significantly <br />impair the value of the Agreement to the Commission or the State, in which case, the Commission may do any or <br />all of the following: (1) accept allocated performance or deliveries from Recipient, provided that Recipient grants <br />preferential treatment to the Commission with respect to products or services subjected to allocation; (2) purchase <br />from other sources (without recourse to and by Recipient for the related costs and expenses) to replace all or part <br />of the products or services that are the subject of the delay, which purchases may be deducted from the Agreement <br />quantity; or (3) terminate the Agreement in whole or in part. <br />Section 35. TIME IS OF THE ESSENCE. <br />Time is of the essence regarding the performance obligations set forth in this Agreement. Any additional deadlines <br />for performance for Recipient's obligation to timely provide deliverables under this Agreement including but not <br />limited to timely submittal of reports, are contained in Attachment A. <br />Section 36. REPORTING REQUIREMENTS CONCERNING EXECUTIVE ORDER 20-44. <br />This term does not apply to governmental entities. <br />If this Agreement is a sole -source, public-private agreement or if the Recipient, through this Agreement with the <br />State, annually receives 50% or more of their budget from the State or from a combination of State and Federal <br />funds, the Recipient shall provide an annual report (Executive Order 20-44 Attestation Form, Attachment C), <br />including the most recent IRS Form 990, detailing the total compensation for the entities' executive leadership <br />teams. Total compensation shall include salary, bonuses, cashed -in leave, cash equivalents, severance pay, <br />retirement benefits, deferred compensation, real -property gifts, and any other payout. <br />Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 27 of 29 <br />