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15. CONFLICT OF INTEREST. The Contractor agrees to adhere to and be governed by
<br />the Miami -Dade County Conflict of Interest Ordinance Section 2 -11.1, as amended, and by the
<br />City of Sunny Isles Beach Ordinance No. 99 -82, which are incorporated by reference herein as if
<br />fully set forth herein, in connection with the Agreement conditions hereunder. The Contractor
<br />covenants that it presently has no interest and shall not acquire any interest, directly or indirectly
<br />which should conflict in any manner or degree with the performance of the Services. The
<br />Contractor further covenants that in the performance of this Agreement, no person having any
<br />such interest shall knowingly are employed by the Contractor. The Contractor guarantees that
<br />he /she has not offered or given to any member of, delegate to the Congress of the United States,
<br />any or part of this contract or to any benefit arising therefrom.
<br />16. INDEMNIFICATION AND WAIVER OF LIABILITY. The Contractor agrees, to
<br />the fullest extent permitted by law, to defend, indemnify and hold harmless the City, its agents,
<br />representatives, officers, directors, officials and employees from and against claims, damages,
<br />losses and expenses (including but not limited to attorney's fees, arbitration costs, and costs of
<br />appellate proceedings) relating to, arising out of or resulting from the Contractor's negligent acts,
<br />errors, mistakes or omissions relating to professional services in the performance of this
<br />Agreement. The Contractor's duty to defend, hold harmless and indemnify the City, its agents,
<br />representatives, officers, directors, officials and employees shall arise in connection with any
<br />claim, damage, loss or expense that is attributable to bodily injury; sickness; disease; death; or
<br />injury to impairment, or destruction of tangible property including loss of use resulting
<br />therefrom, caused by any negligent acts, errors, mistakes or omissions related to Services
<br />performed by Contractor under this Agreement including any person for whose acts, errors,
<br />mistakes or omissions the Contractor may be legally liable for, including but not limited to
<br />Contractor's employees, agents or representatives. The parties agree that One Hundred Dollars
<br />($100.00) represents specific consideration to the Contractor for the indemnification set forth in
<br />this Agreement.
<br />17. COMPLIANCE WITH LAW. Contractor shall comply with all laws, regulations and
<br />ordinances of any federal, state, or local governmental authority having jurisdiction with respect
<br />to this Agreement ( "Applicable Laws ") and shall obtain and maintain any and all material
<br />permits, licenses, approvals and consents necessary for the lawful conduct of the activities
<br />contemplated under this Agreement.
<br />18. CONFLICTING PROVISIONS. If there is a conflict or inconsistency between any
<br />term, statement, requirement, or provision of any exhibit attached hereto, any document or events
<br />referred to herein, or any document incorporated herein by reference, and a term, statement,
<br />requirement or provision of this Agreement, the terms and conditions in this Agreement shall
<br />supersede and take priority over any other conflicting provisions that are contained in any other
<br />document, including but not limited to the Contractor's proposal contained in Attachment "A ".
<br />19. AVAILABILITY OF FUNDS. This Agreement is executed only to the extent of City
<br />funds approved and appropriated for this specific purpose by the City Commission. This
<br />Agreement shall be subject to the availability and appropriation of funds. If the City should not
<br />appropriate or otherwise make available funds sufficient to purchase the Services procured
<br />pursuant to this Agreement, the City may unilaterally terminate any and all contractual or other
<br />obligations herein without any further liability or penalty upon twenty (20) days notice to
<br />Contractor. Any obligation for payment under this Agreement shall be made solely from
<br />appropriated funds. The City shall have no legal or equitable obligation to approve any funds in
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