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<br />Section 20. Indemnity: To the extent permitted by law, the Municipality shall
<br />indemnify and hold harmless the County and its officers, employees, agents and
<br />instrumentalities from any and all liability, losses or damages, including attorneys'
<br />fees and costs of defense, which the County or its officers, employees, agents or
<br />instrumentalities may incur as a result of claims, demands, suits, causes of
<br />actions or proceedings of any kind or nature arising out of, relating to, or resulting
<br />from, the performance of this Agreement by the Municipality or its employees,
<br />agents, servants, partners, principals, subconsultants or subcontractors. The
<br />Municipality shall pay all claims and losses in connection therewith and shall
<br />investigate and defend all claims, suits or actions of any kind or nature in the
<br />name of the County, where applicable, including appellate proceedings, and shall
<br />pay all costs, judgments, and attorneys' fees which may issue thereon. The
<br />Municipality expressly understands and agrees that any insurance protection
<br />required by this Agreement or otherwise provided by the Municipality shall in no
<br />way limit the responsibility to indemnify, keep and save harmless and defend the
<br />County or its officers, employees, agents and instrumentalities as herein
<br />provided.
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<br />The County does hereby agree to indemnify and hold harmless the Municipality
<br />to the extent and within the limitations of Section 768.28 Florida Statutes, subject
<br />to the provisions of that statute, whereby the County shall not be held liable to
<br />pay a personal injury or property damage claim or judgment by anyone person
<br />which exceeds the sum of $100,000, or any claim or judgments or portions
<br />thereof, which when totaled with all other occurrences, exceeds the sum of
<br />$200,000 from any and all personal injury or property damage claims, liabilities,
<br />losses or causes of action which may arise solely as a result of the negligence of
<br />the County. However, nothing herein shall be deemed to indemnify the
<br />Municipality from any liability or claim arising out of the negligent performance or
<br />failure of performance of the Municipality or any unrelated third party.
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<br />Section 21. Assignment: The Municipality may not assign all or any portion of
<br />this Agreement without the prior written consent of the County.
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<br />Section 22. Entirety of Agreement: This Agreement, and the attachments
<br />thereto, incorporates and includes all prior negotiations, correspondence,
<br />conversations, agreements, and understandings applicable to the matters
<br />contained in this Agreement. The parties agree that there are no commitments,
<br />agreements, or understandings concerning the subject matter of this Agreement
<br />that are not contained in this Agreement, and that this Agreement contains the
<br />entire agreement between the parties as to all matters contained herein.
<br />Accordingly, it is agreed that no deviation from the terms hereof shall be
<br />predicated upon any prior representations or agreements, whether oral or written.
<br />It is further agreed that any oral representations or modifications concerning this
<br />Agreement shall be of no force or effect, and that this Agreement may be
<br />modified, altered or amended only by a written amendment duly executed by
<br />both parties hereto or their authorized representatives.
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<br />Building Better Communities Municipal Agreement
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<br />10 of 11
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<br />SIR 412.
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