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DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA
<br />12. Force Majeure. Neither party shall be obligated to perform any duty, requirement
<br />or obligation under this Agreement if such performance is prevented, delayed or stopped by fire,
<br />hurricane, earthquake, explosion, war, civil disorder , sabotage, accident , flood, acts of God, or
<br />act or order of a governmental instrumentality, failure of technical facilities, interruption or delay
<br />of transportation service, epidemic, pandemic, or public health emergencies (including any
<br />resurgence or re -occurrence) or by any reason of any other matter or condition beyond the control
<br />of either party which cannot be overcome by reasonable diligence and without unusual expense
<br />("Force Majeure"). In no event shall economic hardship or lack of funds be considered an event of
<br />force Majeure.
<br />If either party is unable to perform or is prevented, delayed or stopped in performing
<br />any obligations under this Agreement because of any event of force majeure including an event
<br />that prevents the use or ability to use the Property for its intended purpose to the benefit of the
<br />public, such inability to perform or delay shall be excused and any associated charges or payment
<br />suspended until such time as the event of force majeure ends or as long as may be reasonably
<br />necessary for either party to correct the adverse effect of such event of force maj eure, to the extent
<br />and in the form as mutually agreed by the Parties.
<br />In order to be entitled to the benefit of this Paragraph, a party claiming an event of
<br />Force Majeure shall be required to give prompt written notice to the other party after
<br />commencement or discovery of the event of force majeure, specifying in detail the event of force
<br />majeure, the estimated length of the event of force majeure, diligently proceed to correct the
<br />adverse effect of any force majeure, where possible, and, upon request from the non -claiming
<br />party, provide an update until the event of force majeure ends. The parties agree that, as to this
<br />Paragraph, time is of the essence.
<br />13. Insurance. Contractor shall maintain insurance in accordance with Exhibit `B"
<br />throughout the term of this Agreement.
<br />14. Indemnification. Except as expressly provided herein, no liability shall attach to the
<br />City by reason of entering into this Agreement.
<br />A. Contractor shall at all times indemnify, hold harmless and defend the City,
<br />its officers, officials, employees, volunteers and other authorized agents from and against any and
<br />all claims, demands, suit, damages, attorneys' fees, fines, losses, penalties, defense costs or
<br />liabilities suffered by the City arising directly or indirectly from any act, breach, omission,
<br />negligence, recklessness or misconduct of Contractor and/or any of its agents, officers, or
<br />employees hereunder, including any inaccuracy in or breach of any of the representations,
<br />warranties or covenants made by the Contractor, its agents, officers and/or employees, in the
<br />performance of services of this contract. Contractor agrees to investigate, handle, respond to,
<br />provide defense for, and defend any such claims at its sole expense and to bear all other costs and
<br />expenses related thereto, even if the claim(s) is/are groundless, false or fraudulent. To the extent
<br />considered necessary by City, any sums due Contractor hereunder may be retained by City until
<br />all of City's claims for indemnification hereunder have been settled or otherwise resolved, and any
<br />amount withheld shall not be subject to payment of interest by City.
<br />Service Contract with Port Consolidated, Inc. Page 4 of I I
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