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Page 7 of 8 PROFESSIONAL GIS SERVICES (MASTER) AGREEMENT FOR THE GIS ENTERPRISE NEEDS ASSESMENT and FUTURE DEVELOPMENT STUDY 2005-2006 ( Cont) 6 . Each insurance company shall provide the Indian River County Risk Management Department with a certificate of insurance that states that the insurance company will provide 30 days notice to the Risk Management Department, of its intent to modify or cancel said policies of insurance . Such notice shall be in writing by registered mail , return receipt requested , and addressed to the Manager of the Risk Management Department . -7 Ttm nnAl l n T AIT �+ hr 11 ar ^lv irlp II �� . _/+� }r_ n}nrd+ ? � GI I �GrI under its I jaC % 1 Ile CONSUL 1 ANT s callil if i ;. Iui . 7e- ail .s ' � c ' n . : actoi . In :. ... • ri undI polic . or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein . 8 . Any deductibles or self- insured retentions greater than $5, 000 must be approved by the Risk Manager for Indian River County with the ultimate responsibility for same going to the CONSULTANT. SECTION XX - INDEMNIFICATION CONSULTANT hereby agrees to indemnify , and hold harmless , the COUNTY , and the COUNTY' s officers , employees and agents , from and against any and all claims from liabilities , damages , losses , costs , third party claims , judgments , and expense to persons or property , including reasonable attorneys' fees , to the extent caused by the negligence , recklessness , or intentionally wrongful conduct of CONSULTANT , or of Consultant' s officers , employees , or agents , and CONSULTANT shall indemnify the COUNTY against any such claims and any judgments that may be entered in connection therewith , including reasonable attorneys' fees . SECTION XXI — CHOICE OF LAW AND VENUE The laws of the State of Florida shall govern this Agreement . Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Contract shall be in Indian River County , Florida , or in the event of a federal jurisdiction , in the United States District Court for the Southern District of Florida . SECTION XXII — ENTIRETY OF AGREEMENT This writing embodies the entire Agreement and understanding between the parties hereto , and there are no other Agreements and understandings , oral or written , with reference to the subject matter hereof that are not merged herein and superseded hereby . No alteration , change , or modification of the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto . FAEngineering\Mike O'Brien\My Documents\GIS\GIS Ent\Contract\0532 GIS Needs project MASTER CONTRACT I .doc