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Contract Number: MSA20100908LEC
<br />SECTION 19. SUBCONTRACTORS. In the event that CONSULTANT, during the course of the
<br />work under this Agreement, requires the services of subcontractors or other professional associates in
<br />connection with services covered by this Agreement, CONSULTANT must first secure the prior express
<br />written approval of the CITY. If subcontractors or other professional associates are required in
<br />connection with the services covered by this Agreement, CONSULTANT shall remain fully responsible
<br />for the services of subcontractors or other professional associates.
<br />SECTION 20. INDEMNIFICATION OF CITY. The CONSULTANT hereby agrees to indemnify and
<br />hold harmless the City of Casselberry, and its officials, representatives, agents, officers, and employees
<br />from and against all claims for infringement of any United States Patent and all other claims, damages,
<br />losses and expenses (including without limitation costs of defending the same and attorney's fees) arising
<br />out of or resulting from the performance of the work, furnishing of services, or furnishing of materials,
<br />goods or equipment (including but not limited to claims regarding defects 'n materials, goods or
<br />equipment), which is caused in whole or in part by any breach of contract, act, or omission of the
<br />CONSULTANT, any subcontractors, anyone directly or indirectly employed by any of them or anyone
<br />for whose acts any of them may be liable. The CONSULTANT shall indemnify and hold harmless the
<br />City of Casselberry from and against any and all claims against the CITY, or any of its officials,
<br />representatives, agents, officers, and employees, by any employee of the CONSULTANT or of any
<br />subcontractors. The indemnification obligation under this clause shall not be limited in any way by any
<br />limitation on the amount or type of damages, compensation or benefits payable by or for the
<br />CONSULTANT or any subcontractors under any Worker's Compensation Act, Disability Benefit Act, or
<br />other Employee Benefit Act.
<br />SECTION 21. INDEMNIFICATION AND HOLD HARMLESS. In addition to and without
<br />limitation of the foregoing provisions regarding protection of the CITY from liabilities the
<br />CONSULTANT, agree for good and valuable consideration, receipt of which is acknowledged by your
<br />submission of a bid, to protect, defend, indemnify and hold the City of Casselberry, its officials, officers,
<br />employees, representatives, and agents free and harmless from and against any and all losses, penalties,
<br />damages, settlements, costs, charges, professional fees or other expenses or liabilities of every kind and
<br />character arising out of or relating to any and all claims, liens, demands, obligations, actions, proceedings
<br />or causes of action of every kind and character in connection with or arising directly or indirectly out of
<br />the error, omission or negligent act of the CONSULTANT. Without limiting the generality of the
<br />foregoing, any and all such claims, etc., relating to personal injury, infringement of any patent, trademark,
<br />copyright (or application for any thereof) or of any other tangible or intangible personal or property right,
<br />or actual or alleged violation of any applicable statute, ordinance, administrative order, rule or regulation,
<br />or decree of any court, shall be included in the indemnity hereunder. The CONSULTANT further agrees
<br />to investigate, handle, respond to, provide defense for and defend any such claims, etc., at their sole
<br />expense and agree to bear all other costs and expenses related thereto, even if such claim is groundless,
<br />false or fraudulent.
<br />Disclaimer of Liability. The CITY will not hold harmless or indemnify any CONSULTANT for any
<br />liability whatsoever.
<br />Sovereign Immunity Reserved. The CITY reserves and does not waive any and all defenses provided to
<br />it by the laws of the State of Florida or other applicable law, and specificaly reserves and does not waive
<br />the defense of sovereign immunity.
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