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DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA
<br />Exhibit A - RFP E-03-22
<br />13. Insurance. Contractor shall maintain insurance in accordance with Exhibit `B"
<br />throughout the term of this Agreement.
<br />14. Indemnification. Except as expressly provided herein, no liability shall attach to the
<br />City by reason of entering into this Agreement.
<br />A. Contractor shall at all times indemnify, hold harmless and defend the City,
<br />its officers, officials, employees, volunteers and other authorized agents from and against any and
<br />all claims, demands, suit, damages, attorneys' fees, fines, losses, penalties, defense costs or
<br />liabilities suffered by the City arising directly or indirectly from any act, breach, omission,
<br />negligence, recklessness or misconduct of Contractor and/or any of its agents, officers, or
<br />employees hereunder, including any inaccuracy in or breach of any of the representations,
<br />warranties or covenants made by the Contractor, its agents, officers and/or employees, in the
<br />performance of services of this contract. Contractor agrees to investigate, handle, respond to,
<br />provide defense for, and defend any such claims at its sole expense and to bear all other costs and
<br />expenses related thereto, even if the claim(s) is/are groundless, false or fraudulent. To the extent
<br />considered necessary by City, any sums due Contractor hereunder may be retained by City until
<br />all of City's claims for indemnification hereunder have been settled or otherwise resolved, and any
<br />amount withheld shall not be subject to payment of interest by City.
<br />B. Contractor acknowledges and agrees that City would not enter into this
<br />Agreement without Contractor's indemnification of the City. The parties agree that one percent
<br />(1%) of the total compensation paid to Contractor hereunder shall constitute specific consideration
<br />to Contractor for the indemnification provided under this Article and these provisions shall survive
<br />expiration or early termination of this Agreement.
<br />15. Sovereign Immunity. Nothing in this Agreement shall constitute a waiver by the
<br />City of its sovereign immunity limits as set forth in section 768.28, Florida Statutes. Nothing herein
<br />shall be construed as consent from either party to be sued by third parties.
<br />16. Non -Assignability and Subcontracting.
<br />A. Non -Assignability. This Agreement is not assignable and Contractor agrees it shall not
<br />assign or otherwise transfer any of its interests, rights or obligations hereunder, in whole or in part,
<br />to any other person or entity without City's prior written consent which must be sought in writing
<br />not less than fifteen (15) days prior to the date of any proposed assignment. Any attempt by
<br />Contractor to assign or transfer any of its rights or obligations hereunder without first obtaining
<br />City's written approval shall not be binding on City and, at City's sole discretion, may result in
<br />City's immediate termination of this Agreement whereby City shall be released of any of its
<br />obligations hereunder. In addition, this Agreement and the rights and obligations herein shall not
<br />be assignable or transferable by any process or proceeding in court, or by judgment, execution,
<br />proceedings in insolvency, bankruptcy or receivership. In the event of Contractor's insolvency or
<br />bankruptcy, City may, at its option, terminate and cancel this Agreement without any notice of any
<br />kind whatsoever, in which event all rights of Contractor hereunder shall immediately cease and
<br />terminate.
<br />Service Contract Page 5 of 12
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