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the CITY before the CITY is obligated to make any payment to the CONTRACTOR for <br />any services rendered by CONTRACTOR under this Agreement. Such certificates for all <br />such required insurances sha11 name the CITY as an additional insured party, except for <br />professional liability insurance and workers' compensataon, and sha11 provide for advance <br />written notice to the CITY of not less than thirty (30) days prior to the effective date of <br />any modification or cancellation of any such coverage. <br />SECTION 11. INDEMNIFICATION <br />11.1 The CONTRACTOR hereby agrees to indemnify and hold the CITY <br />harniless from and against any and a11 losses, damages, settlements, costs, charges, or <br />other expenses or liabilities of every kind and character arising out of or relating to any <br />and a11 claims, liens, demands, obligations, actions, proceedings, or causes of action of <br />every kind and character arising out of the acts, omissions and/or negligence of the <br />CONTRACTOR, its employees, subcontractors, materialmen, agents or others acting in <br />concert with the CONTRACTOR. <br />ARTICLE 12. MISCELLANEOUS <br />12.1 Nothing contained in this Agreement sha11 be construed as creating any <br />personal liability on the part of any employee or official of the CITY. <br />12.2 No assignment by a party hereto of any rights, obligations, or interests in <br />this Agreement shall be permitted without the prior written consent of the other party; and <br />specifically, but without limitation, moneys that may become due and moneys that aze due <br />may not be assigned without such consent (except to the extent that the effect of this <br />restriction may be limited by law), and unless specifically stated to the contrary in any <br />written consent to an assignrnent, no assignment will release or discharge the assignor <br />from any duty or responsibility under the Agreement. <br />12.3 This written agreement contains the sole and entire agreement between the <br />parties and shall supersede any and a11 other agreements between the parties. The parties <br />acknowledge and agree that neither o€ them has made any representation with respect to <br />6 <br />