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FWC Agreement No. #23230
<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,
<br />Recipient shall notify the Commission's Contract Manager in writing of the delay or potential delay and describe
<br />the cause of the delay either: (1) within ten (10) calendar days after the cause that creates or will create the delay
<br />first arose, if Recipient could reasonably foresee that a delay could occur as a result; or (2) within five (5)
<br />calendar days after the date Recipient first had reason to believe that a delay could result, if the delay is not
<br />reasonably foreseeable. THE FOREGOING SHALL CONSTITUTE THE RECIPIENT'S SOLE REMEDY
<br />OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a
<br />condition precedent to such remedy. The Commission, in its sole discretion, will determine if the delay is
<br />excusable under this paragraph and will notify Recipient of its decision in writing. No claim for damages, other
<br />than for an extension of time, shall be asserted against the Commission. Recipient shall not be entitled to an
<br />increase in the Agreement price or payment of any kind from the Commission for direct, indirect, consequential,
<br />impact, or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency
<br />arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is
<br />suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes
<br />have ceased to exist, Recipient shall perform at no increased cost, unless the Commission determines, in its sole
<br />discretion, that the delay will significantly impair the value of the Agreement to the Commission or the State, in
<br />which case, the Commission may do any or all of the following: (1) accept allocated performance or deliveries
<br />from Recipient, provided that Recipient grants preferential treatment to the Commission with respect to products
<br />or services subjected to allocation; (2) purchase from other sources (without recourse to and by Recipient for the
<br />related costs and expenses) to replace all or part of the products or services that are the subject of the delay, which
<br />purchases may be deducted from the Agreement 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
<br />deadlines for performance for Recipient's obligation to timely provide deliverables under this Agreement
<br />including but not 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
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