10-2178 Award of Bid/Execution of a Master Services Agreement with Shaw Mechanical Services, LLC to Provide Chiller Upgrades for City Hall/PD

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MSA20100909LEC SECTION 19. SUBCONTRACTORS. In the event that CONTRACTOR, during the course of the work under this Agreement, requires the services of subcontractors or other professional associates in connection with services covered by this Agreement, CONTRACTOR must first secure the prior express written approval of the CITY. If subcontractors or other professional associates are required in connection with the services covered by this Agreement, CONTRACTOR shall remain fully responsible for the services of subcontractors or other professional associates. SECTION 20. INDEMNIFICATION OF CITY. The CONTRACTOR hereby agrees to indemnify and hold harmless the CITY of Casselberry, and its officials, representatives, agents, officers, and employees from and against all claims for infringement of any United States Patent and all other claims, damages, losses and expenses (including without limitation costs of defending the same and attorney's fees) arising out of or resulting from the performance of the work, furnishing of services, or furnishing of materials, goods or equipment (including but not limited to claims regarding defects in materials, goods or equipment), which is caused in whole or in part by any breach of contract, act, or omission of the successful bidder, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The CONTRACTOR shall indemnify and hold harmless the CITY of Casselberry from and against any and all claims against the CITY, or any of its officials, representatives, agents, officers, and employees, by any employee of the CONTRACTOR or of any subcontractor. The indemnification obligation under this clause shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the contractor or any subcontractor under any Worker's Compensation Act, Disability Benefit Act, or other Employee Benefit Act. SECTION 21. INDEMNIFICATION AND HOLD HARMLESS. In addition to and without limitation of the foregoing provisions regarding protection of the CITY from liabilities the CONTRACTOR, agree for good and valuable consideration, receipt of which is acknowledged by your submission of a bid, to protect, defend, indemnify and hold the CITY of Casselberry, its officials, officers, employees, representatives, and agents free and harmless from and against any and all losses, penalties, damages, settlements, costs, charges, professional fees 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 in connection with or arising directly or indirectly out of the error, omission or negligent act of the contractor. Without limiting the generality of the foregoing, any and all such claims, etc., relating to personal injury, infringement of any patent, trademark, copyright (or application for any thereof) or of any other tangible or intangible personal or property right, or actual or alleged violation of any applicable statute, ordinance, administrative order, rule or regulation, or decree of any court, shall be included in the indemnity hereunder. The CONTRACTOR further agrees to investigate, handle, respond to, provide defense for and defend any such claims, etc., at their sole expense and agree to bear all other costs and expenses related thereto, even if such claim is groundless, false or fraudulent. Disclaimer of Liability. The CITY will not hold harmless or indemnify any CONTRACTOR for any liability whatsoever. Sovereign Immunity Reserved. The CITY reserves and does not waive any and all defenses provided to it by the laws of the State of Florida or other applicable law, and specifically reserves and does not waive the defense of sovereign immunity.