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activity shall resume, or (2) terminate the Contract or purchase order. Suspension of work shall not
<br /> entitle the Contractor to any additional compensation.
<br /> 4.22 Termination for Convenience
<br /> The Customer, by written notice to the Contractor, may terminate the Contract in whole or in part
<br /> when the Customer determines in its sole discretion that it is in the State's interest to do so. The
<br /> Contractor shall not furnish any product after it receives the notice of termination, except as
<br /> necessary to complete the continued portion of the Contract, if any. The Contractor shall not be
<br /> entitled to recover any cancellation charges or lost profits.
<br /> 4.23 Termination for Cause
<br /> The Customer may terminate the Contract if the Contractor fails to (1) deliver the product within the
<br /> time specified in the Contract or any extension, (2) maintain adequate progress, thus endangering
<br /> performance of the Contract, (3) honor any term of the Contract, or (4) abide by any statutory,
<br /> regulatory, or licensing requirement. Rule 60A-1.006(3), F.A.C., governs the procedure and
<br /> consequences of default. The Contractor shall continue work on any work not terminated. Except for
<br /> defaults of subcontractors at any tier, the Contractor shall not be liable for any excess costs if the
<br /> failure to perform the Contract arises from events completely beyond the control, and without the fault
<br /> or negligence, of the Contractor. If the failure to perform is caused by the default of a subcontractor at
<br /> any tier, and if the cause of the default is completely beyond the control of both the Contractor and
<br /> the subcontractor, and without the fault or negligence of either, the Contractor shall not be liable for
<br /> any excess costs for failure to perform, unless the subcontracted products were obtainable from other
<br /> sources in sufficient time for the Contractor to meet the required delivery schedule. If, after
<br /> termination, it is determined that the Contractor was not in default, or that the default was excusable,
<br /> the rights and obligations of the parties shall be the same as if the termination had been issued for
<br /> the convenience of the Customer. The rights and remedies of the Customer in this clause are in
<br /> addition to any other rights and remedies provided by law or under the Contract.
<br /> 4.24 Force Majeure, Notice of Delay, and No Damages for Delay
<br /> The Contractor shall not be responsible for delay resulting from its failure to perform if neither the fault
<br /> nor the negligence of the Contractor or its employees or agents contributed to the delay and the delay
<br /> is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause
<br /> wholly beyond the Contractor's control, or for any of the foregoing that affect subcontractors or
<br /> suppliers if no alternate source of supply is available to the Contractor. In case of any delay the
<br /> Contractor believes is excusable, the Contractor shall notify the Customer in writing of the delay or
<br /> potential delay and describe the cause of the delay either(1) within ten (10) days after the cause that
<br /> creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay
<br /> could occur as a result, or(2) if delay is not reasonably foreseeable, within five (5)days after the date
<br /> the Contractor first had reason to believe that a delay could result. THE FOREGOING SHALL
<br /> CONSTITUTE THE CONTRACTOR'S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY.
<br /> Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No
<br /> claim for damages, other than for an extension of time, shall be asserted against the Customer. The
<br /> Contractor shall not be entitled to an increase in the Contract price or payment of any kind from the
<br /> Customer for direct, indirect, consequential, impact or other costs, expenses or damages, including
<br /> 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
<br /> whole or in part, due to any of the causes described in this paragraph, after the causes have ceased
<br /> to exist the Contractor shall perform at no increased cost, unless the Customer determines, in its sole
<br /> discretion, that the delay will significantly impair the value of the Contract to the State or to
<br /> Customers, in which case the Customer may (1) accept allocated performance or deliveries from the
<br /> Contractor, provided that the Contractor grants preferential treatment to Customers with respect to
<br /> products subjected to allocation, or (2) purchase from other sources (without recourse to and by the
<br /> Contractor for the related costs and expenses) to replace all or part of the products that are the
<br /> subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate
<br /> the Contract in whole or in part.
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