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City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 <br />305)947-0606 phone(305)949-3113 Fax <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 Consultant's negligent acts, <br />errors, mistakes or omissions relating to professional services in the performance of this <br />Agreement. The Consultant'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 therefrom, <br />caused by any negligent acts,errors,mistakes or omissions related to professional services in the <br />performance of this Agreement including any person for whose acts,errors,mistakes or omissions <br />the Consultant may be legally liable. The parties agree that One Hundred Dollars ($100.00) <br />represents specific consideration to the Consultant for the indemnification set forth in this <br />Agreement. <br />17. COMPLIANCE WITH LAW. Consultant 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 permits, <br />licenses, approvals and consents necessary for the lawful conduct of the activities contemplated <br />under this Agreement. <br />18. CONFLICTING PROVISIONS. The terms and conditions in this Agreement supersede <br />any other conflicting provisions that are contained in any other document, including but not <br />limited to Attachment"A". <br />19. MISCELLANEOUS. <br />A. In the event any provision of this Agreement is found to be void and unenforceable <br />by a court of competent jurisdiction, the remaining provisions of this Agreement shall <br />nevertheless be binding upon the parties with the same effect as though the void or unenforceable <br />provisions had been severed and deleted. <br />B. This Agreement may be executed in multiple identical counterparts,each of which <br />shall be deemed an original for all purposes. <br />C. This Agreement shall constitute the entire agreement between the parties with <br />respect to the subject matter hereof,and it shall supersede all previous and contemporaneous oral <br />and written negotiations, commitments, agreements and understandings relating hereto. <br />D. Any modification of this Agreement shall be effective only if in writing and signed <br />by the parties to this Agreement. <br />E. No waiver of any provision of this Agreement shall be valid or enforceable unless <br />such waiver is in writing and signed by the party granting such waiver. <br />7 <br />C6335-1617-00I SEA DIVERSIFIED,INC.