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laws of the State of Florida. In any action or proceeding required to enforce or interpret the terms of this Agreement, venue shall be of the Nineteenth Judicial Circuit in and for Indian River County, Florida • The CONTRACTOR shall indemnify, hold harmless,and defend the COUNTY, from and against any and all claims, damages, losses, and expenses including, but not limited to, attorney's fees, arising out of or resulting from the performance or provision for services required under this Agreement, including damage to persons or property, provided that same is caused in whole or part by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct of CONTRACTOR, its agents, servants, officers, officials, employees, or subcontractors. Nothing herein shall be deemed to affect the rights, privileges, and immunities of the COUNTY as set forth in Section 768.28, Florida Statues. • The CONTRACTOR shall not assign this WO, any rights under this WO or any monies due or to become due hereunder, nor delegate or subcontract any obligations or work hereunder without the prior written consent of the COUNTY. I • The CONTRACTOR shall perform the obligations of this WO as an independent contractor and under no circumstances shall it be considered as agent or employee of the COUNTY. • The CONTRACTOR ensures that its personnel shall comply with reasonable conduct guidelines and COUNTY policies and procedures. A person or affiliate who has been placed on the i convicted vendor list may not submit a bid or transact business with the COUNTY in excess of Category Two for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. In compliance with 8 U.S.C. Section 1324a (e) (Section 274A (e) of the Immigration and Nationality Act (INA)], the COUNTY will not intentionally make an award or upon discovery of a violation will unilaterally cancel this WO with any contractor who knowingly employs unauthorized alien workers. • If this WO involves the CONTRACTOR'S performance on the COUNTY's premises or at any place where the COUNTY conducts operations, the CONTRACTOR shall request information from the Purchasing Manager regarding insurance coverage requirements. Noncompliance with this item shall place the CONTRACTOR in default and subject to disbarment from the COUNTY's Vendor List. o The failure of the COUNTY to enforce any provision of this WO, exercise any right or privilege granted to the COUNTY hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. ii I I 31