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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 proc urem ent(a)casseIberry. org
<br />LOI-2022-0933 SPECIAL MAGISTRATE SERVICES
<br />consultant employees are not, and while performing any of the Services, they shall not be deemed to be,
<br />employees of the CITY.
<br />SECTION 20 RELATIONSHIP OF PARTIES
<br />The relationship of the Parties under this Agreement is that of independent parties; each acting in its own best
<br />interests. Notwithstanding anything in this Agreement to the contrary, no partnership or joint venture relationship
<br />of principal and agent is established or intended hereby between or among the Parties.
<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 />No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached
<br />this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the
<br />extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party")
<br />reasonable control, including the following force majeure events ("Force Majeure Events"): (a) acts of God; (b)
<br />flood, fire, hurricanes, or pandemics; (c) war, invasion, terrorist acts, or riot; (d) government order or law; (e)
<br />actions, embargoes, or blockades; (f) national or regional emergency; and (g) other events beyond the
<br />reasonable control of the Impacted Party.
<br />The Impacted Party shall give notice within 15 days of the Force Majeure Event to the other party. The
<br />Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force
<br />Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as
<br />reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay
<br />remains uncured for a period of 30 consecutive days following written notice given by it, the other party may
<br />thereafter terminate this Agreement upon 10 days' written notice.
<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
<br />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 />PF -405 7 2/2022
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