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City of Casselberry I Procurement and Contract Management Division
<br />95 Triplet Lake Drive, Casselberry, Florida 32707
<br />Phone: 407-262-7700, Ext. 1142 1 p rocu rem e ntP-cassel berry. org
<br />BW -2020-0654 PUBLIC RELATIONS MARKETING & CONSULTING SERVICES
<br />SECTION 21 THIRD -PARTY BENEFICIARIES
<br />The provisions of this Agreement are for the exclusive benefit of the parties and not for the benefit of any third
<br />person, nor shall this Agreement be deemed to have conferred any rights, express or implied, upon any third
<br />person unless otherwise expressly provided.
<br />SECTION 22 FORCE MAJEURE
<br />Neither party shall be considered in default in performance of its obligations hereunder to the extent that
<br />performance of such obligations, or any of them, is delayed or prevented by force majeure. Force majeure shall
<br />include, but not be limited to, hostilities, terrorism, revolution, civil insurrection, strike, epidemic, fire, flood,
<br />windstorm, earthquake, explosion, any law, proclamation, regulation, pandemic or ordinance or other act of
<br />government, or any act of God or any cause whether of the same nature, provided that the cause whether or not
<br />enumerated in this Section is beyond the control and without the fault or negligence of the party seeking relief
<br />under this Section.
<br />SECTION 23 TIME IS OF THE ESSENCE
<br />Time is of the essence in this Agreement as to all dates and time periods, specifically, the obligations in the
<br />Scope of Services. To the extent that the last day of any time period stipulated in this Agreement falls on a
<br />Saturday, Sunday or legal holiday (State or Federal), the period shall run until the end of the next day which is
<br />neither a Saturday, Sunday or legal holiday. Any time period of ten (10) days or less specified herein shall not
<br />include Saturdays, Sundays or legal holidays. The term "business days" means days other than Saturdays,
<br />Sundays or legal holidays.
<br />SECTION 24 FURTHER ASSURANCES
<br />Each party hereto agrees to sign any other and further instruments and documents, consistent herewith, as may
<br />be necessary and proper in order to give complete effect to the benefits deriving from the terms and conditions
<br />of this Agreement.
<br />SECTION 25 COMPLIANCE WITH ALL LAWS
<br />The CONTRACTOR, at its sole expense, shall comply with all laws, ordinances, judicial decisions, orders, and
<br />regulations of federal, state, county, and municipal governments, as well as their respective departments,
<br />commissions, boards, and officers, which are in effect at the time of execution of this Agreement or are adopted
<br />at any time following the execution of this Agreement.
<br />SECTION 26 INDEMNITY
<br />The CONTRACTOR shall defend, indemnify and hold harmless the CITY and all of the CITY's officers, agents,
<br />and employees from and against all claims, liability, loss and expense, including reasonable costs, collection
<br />expenses, attorneys' fees, and court costs which may arise because of the negligence (whether active or
<br />passive), misconduct, or other fault, in whole or in part (whether joint, concurrent, or contributing), of the
<br />CONTRACTOR, its officers, agents or employees or subcontractors in performance or non-performance of its
<br />obligations under the Agreement. The CONTRACTOR recognizes the broad nature of this indemnification and
<br />hold harmless clause, as well as the provision of a legal defense to the CITY when necessary, and voluntarily
<br />makes this covenant and expressly acknowledges the receipt of such good and valuable consideration provided
<br />by the CITY in support of these indemnification, legal defense and hold harmless contractual obligations in
<br />accordance with the laws of the State of Florida. This clause shall survive the termination of this Agreement.
<br />Compliance with any insurance requirements required elsewhere within this Agreement shall not relieve the
<br />CONTRACTOR of its liability and obligation to defend, hold harmless and indemnify the CITY as set forth in this
<br />PUR-F-405 7 3/2020
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