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timeframe per the Florida Prompt Payment Act. Should SWDD make a good faith effort to cure any notified breach that exceeds the thirty (30) day period, Contractor shall retain the right to make final determination on the termination for default. Article 18. Other Terms and Conditions 18.1 Indemnification The Contractor shall defend, indemnify, and hold harmless the County and its commissioners, officers, employees and agents, from any and all losses, damages, expenses (including reasonable attorney's fees) and other liabilities of any type whatsoever, arising out of or relating to any negligence, intentional tort, breach of contract, or breach of Applicable Law by the Contractor, or its employees, agents, subcontractors, or other persons or entities performing work under this Agreement. Contractor's duty to indemnify shall not extend to acts, neglect, errors, omissions, or defaults caused by County employees or agents. This section shall survive the termination or expiration of this Agreement. 18.2 Assignment No assignment of this Agreement or any right occurring hereunder shall be made in whole or in part by Contractor without the express written consent of SWDD; in the event of any assignment, assignee shall assume the liability of Contractor. 18.3 Severability If any Article, sub article, sentence, clause, or provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected. 18.4 Compliance with Laws and Regulations Contractor agrees that they will comply with all Federal, State, and Applicable Law, including OSHA, EPA, and any other requirements that may apply, to the production, sale, and delivery of the goods or the furnishing of any labor or services called for by this Agreement, and any provisions required thereby to be included herein shall be deemed to be incorporated herein by reference. Noncompliance may be considered grounds for termination of this Agreement. 18.5 Sovereign Immunity SWDD 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. 18.6 Right to Require Performance The failure of SWDD at any time to require performance by Contractor of any provisions hereof, shall in no way affect the right of SWDD thereafter to enforce same. Nor shall waiver by SWDD 26 ACTIVE: 3 943 8749.1