|
DocuSign Envelope ID: 7EFFOC16-3A7E-46EO-A543-DF2266B87D3D
<br />The Contractor will not be responsible for delay resulting from its failure to perform if
<br />neither the fault nor the negligence of the Contractor or its employees or agents
<br />contributed to the delay, and the delay is due directly to fire, explosion, earthquake,
<br />windstorm, flood, radioactive or toxic chemical hazard, war, military hostilities, terrorism,
<br />civil emergency, embargo, riot, strike, violent civil unrest, or other similar cause wholly
<br />beyond the Contractor's reasonable control, or for any of the foregoing that affect
<br />subcontractors or suppliers if no alternate source of supply is available to the Contractor.
<br />The foregoing does not excuse delay which could have been avoided if the Contractor
<br />implemented any risk mitigation required by the Contract. In case of any delay the
<br />Contractor believes is excusable, the Contractor will notify the Department in writing of
<br />the delay or potential delay and describe the cause of the delay either (1) within ten (10)
<br />calendar days after the cause that created or will create the delay first arose, if the
<br />Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is
<br />not reasonably foreseeable, within five (5) calendar days after the date the Contractor
<br />first had reason to believe that a delay could result. The foregoing will constitute the
<br />Contractor's sole remedy or excuse with respect to delay. Providing notice in strict
<br />accordance with this paragraph is a condition precedent to such remedy. No claim for
<br />damages will be asserted by the Contractor. The Contractor will not be entitled to an
<br />increase in the Contract price or payment of any kind from the Department for,direct,
<br />indirect, consequential, impact or other costs, expenses or damages, including but not
<br />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
<br />delayed, in whole or in part, due to any of the causes described in this paragraph, after
<br />the causes have ceased to exist the Contractor will perform at no increased cost, unless
<br />the Department determines, in its sole discretion, that the delay will significantly impair
<br />the value of the Contract to the State of Florida or to Customers, in which case the
<br />Department may (1) accept allocated performance or deliveries from the Contractor,
<br />provided that the Contractor grants preferential treatment to Customers and the
<br />Department with respect to commodities or contractual services subjected to allocation,
<br />or (2) purchase from other sources (without recourse to and by the Contractor for the
<br />related costs and expenses) to replace all or part of the commodity or contractual
<br />services that are the subject of the delay, which purchases may be deducted from the
<br />Contract quantity, or (3) terminate the Contract in whole or in part.
<br />SECTION 12. CONTRACT AUDITS.
<br />12.1 Performance or Compliance Audits.
<br />The Department may conduct or have conducted performance and/or compliance audits
<br />of the Contractor and subcontractors as determined by the Department. The Department
<br />may conduct an audit and review all the Contractor's and subcontractors' data and
<br />records that directly relate to the Contract. To the extent necessary to verify the
<br />Contractor's fees and claims for payment under the Contract, the Contractor's
<br />agreements or contracts with subcontractors, partners, or agents of the Contractor,
<br />pertaining to the Contract, may be inspected by the Department upon fifteen (15)
<br />calendar days' notice, during normal working hours and in accordance with the
<br />Contractor's facility access procedures where facility access is required. Release
<br />statements from its subcontractors, partners, or agents are not required for the
<br />Department or its designee to conduct compliance and performance audits on any of the
<br />Contractor's contracts relating to this Contract. The Inspector General, in accordance
<br />with section 5.6, the State of Florida's Chief Financial Officer, the Office of the Auditor
<br />General also have authority to perform audits and inspections.
<br />SP approved version 7-1-2019 15
<br />211
<br />
|