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<br /> <br />SECTION 11. INDEMNIFICATION <br />~. <br />11.1 The CONTRACTOR hereby agrees to indemnify and hold the CITY harmless <br />from and against any and all losses, damages, settlements, costs, charges, or other expenses or <br />liabilities of every kind and character arising out of or relating to any and all claims, liens, <br />demands, obligations, actions, proceedings, or causes of action of every kind and character <br />arising out of the acts, omissions and/or negligence of the CONTRACTOR, its employees, <br />subcontractors, materialmen, agents or others acting in concert with the CONTRACTOR. <br />SECTION 12. MISCELLANEOUS <br />12.1 Nothing contained in this Agreement shall 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 this <br />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 are due <br />may not be assigned without such consent (except to the extent that the effect of this <br />restriction maybe limited by law), and unless specifically stated to the contrary in any written <br />consent to an assignment, no assignment will release or discharge the assignor from any duty <br />or responsibility under the Agreement. <br />12.3 CITY and CONTRACTOR each binds itself, its partners, successors, assigns <br />and legal representatives to all of the covenants, agreements and obligations contained in the <br />Agreement. <br />12.4 If any provision of this Agreement or the application thereof to any person or <br />circumstances is held invalid, such invalidity shall not affect other provisions or applications of <br />this Agreement which can be given effect without the invalid provision or application, and to <br />this end the provisions of this Agreement are severable. In lieu thereof there shall be added a <br />provision as similar in terms to such illegal, invalid and unenforceable provision as may be <br />possible and be legal, valid and enforceable. <br />12.5 The interpretation, construction and enforcement of the provisions of this <br />Agreement shall be made in strict conformance with the laws of the State of Ohio and the <br />ordinances of the City of North Olmsted. <br />6 <br />