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by CONTRACTOR, and its employees, agents, and representatives. Subcontractors of the CONTRACTOR who are manifestly not providing professional services need not carry Professional Liability Insurance. 10.2 Certificates showing the CONTRACTOR is carrying all of the above described insurances in at least the above specified minimum amounts shall be furnished to the CITY before the CITY is obligated to make any payment to the CONTRACTOR for any services rendered by CONTRACTOR under this Agreement. Such certificates for all such required insurances shall name the CITY as an additional insured party, except for professional liability insurance and workers' compensation, and shall provide for advance written notice to the CITY of not less than thirty (30) days prior to the effective date of any modification or cancellation of any such coverage. SECTION 11. INDEMNIFICATION 11.1 The CONTRACTOR hereby agrees to indemnify and hold the CITY harmless from and against any and all losses, damages, settlements, costs, charges, or other expenses or liabilities of every kind and character arising out of or relating to any and all claims, liens, demands, obligations, actions, proceedings, or causes of action of every kind and character arising out of the acts, omissions and/or negligence of the CONTRACTOR, its employees, subcontractors, materialmen, agents or others acting in concert with the CONTRACTOR. SECTION 12. MISCELLANEOUS 12.1 Nothing contained in this Agreement shall be construed as creating any personal liability on the part of any employee or official of the CITY. 12.2 No assignment by a party hereto of any rights, obligations, or interests in this Agreement shall be permitted without the prior written consent of the other party; and specifically, but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. 12.3 OWNER and CONTRACTOR each binds itself, successors and assigns to all of the covenants, agreements and obligations contained in the Agreement.