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i ARTICLE 9 MISCELLANEOUS 9 . 1 Terms used in t iis Agreement which are defined in Article 1 of the General Conditions will have the meanings indicated in the General Conditions. 9.2 It is agreed that the CONTRACTOR shall not assign, transfer, convey, or otherwise dispose of the contract or its right, title, or interest in or to the same or any part thereof, or allow legal action to be brought in its v4ame for the benefit of others, without previous consent of the OWNER and concurred to by the sureties . Any attempted assignment shall be void and may, at the option of the OWNER be deemed an event of default hereunder. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the OWNER who may be a party hereto. 9 .3 OWNER and CONTRACTOR each binds itself, its partners, successors, assigns and legal representatives t the other party hereto, its partners, successors, assigns and legal representatives in respect of all coenants, agreements and obligations contained in the Contract Documents. 9.4 The CONTRA OR shall be properly licensed to practice its trade or. trades which are involved in the completion f this Agreement and the work thereunder. 9. 5. This Agreemeni shall be governed by the laws of the State of Florida. Venue for any lawsuit brought by eithe} party against the other party or otherwise arising out of this agreement shall be in Indian River County, Florida, or, in the event of federal jurisdiction, in the United States District Court for the Soiithern District of Florida. 9.6 CONTRACTOR agrees to defend, hold harmless and indemnify the OWNER, including its commissioners, officers, employees, agents and engineers, from all claims, liabilities, damages, losses and expe7ses, including, but not limited to, reasonable attorney' s fees, to the extent caused by negligence, (recklessness; intentional misconduct, breach of this agreement or breach of applicable law by the CONTRACTOR or persons employed or utilized by the CONTRACTOR in the performance of this Agreement. This provision shall survive the termination or expiration of this Agreement. Indemnification hereunder shall be limited to $ 5 million per occurrence . 9 .7 Pledge of Credit. The CONTRACTOR shall not pledge the OWNER' S credit or make it a guarantor of pa ent or surety for any Agreement, debt, obligation, judgment, lien or any form of indebtedness. The CONTRACTOR further warrants and represents that it has no obligation of indebtedness th t would impair its ability to fulfill the terms of this Agreement: 9 . 8. Counterparts . is Agreement may be executed in one or more counterparts, but all such counterparts, w en duly executed, shall constitute one and the same Agreement. 9 .9 . Public Records . The OWNER and the CONTRACTOR shall comply with the provisions of Chapter 119, Fl rida Statutes (Public Records Law) in connection with this Agreement. ARTICLE 10 DIRECT PURCHASE PROCEDURES , 10 . 1 Administrative idelmes governing the taxability of materials purchased for public works contracts, such the Project under these Contract Documents, are contained in Rule 12A- 1 .094, Florida Adminis ative Code . i 00530-6 VRB