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SECTION 11. INDEMNIFICATION <br /> 11.1 The CONTRACTOR hereby agrees to indemnify and hold the CITY <br /> harmless from and against any and all losses, damages, settlements, costs, charges, or other <br /> expenses or liabilities of every kind and character arising out of or relating to any and all <br /> claims, liens, demands, obligations, actions, proceedings, or causes of action of every <br /> kind and character arising out of the acts, omissions and/or negligence of the <br /> CONTRACTOR, its employees, subcontractors, material men, agents or others acting in <br /> concert with the CONTRACTOR. <br /> ARTICLE 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 <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 are <br /> due 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 assignment, 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 all other agreements between the parties. The parties <br /> acknowledge and agree that neither of them has made any representation with respect to <br /> the subject matter of this agreement or any representations inducing its execution and <br /> delivery except such representations as are specifically set forth in this writing and the <br /> parties acknowledge that they have relied on their own judgment in entering into the <br /> same The parties further acknowledge that any statements or representations that may <br /> have been made by either of them to the other are void and of no effect and that neither of <br /> them has relied on such statements or representations in connection with its dealings with <br /> the other. <br /> 12.4 It is agreed that no waiver or modification of this Agreement or of any <br /> covenant, condition, or limitation contained in it shall be valid unless it is in writing and <br /> duly executed by the party to be charged with it, and that no evidence of any waiver or <br /> modification shall be offered or received in evidence in any proceeding, arbitration, or <br />