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rendered by CONTRACTOR under this Agreement. Such certificates for all such required <br />insurances shall name the CITY as an additional insured party, except for professional liability <br />insurance and workers' compensation, and shall provide for advance written notice to the CITY <br />of not less than thirty (30) days prior to the effective date of any modification or cancellation of <br />any such coverage. <br />SECTION 11. INDEMNIFICATION <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 rising <br />out of the acts, omissions and/or negligence of the CONTRACTOR, its employees out of the <br />material men, 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 personal <br />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 may <br />not be assigned without such consent (except to the extent that the effect of this restriction may <br />be limited by law), and unless specifically stated to the contrary in any written consent to an <br />assignment, no assignment will release or discharge the assignor from any duty or responsibility <br />under the Agreement. <br />12.3 This written agreement contains the sole and entire agreement between the parties <br />and shall supersede any and all other agreements between the parties. The parties acknowledge <br />and agree that neither of them has made any representation with respect to the subject matter of <br />this agreement or any representations inducing its execution and delivery except such <br />representations as are specifically set forth in this writing and the parties acknowledge that they <br />have relied on their own judgment in entering into the same The parties further acknowledge that <br />any statements or representations that may have been made by either of them to the other are <br />