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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 />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 Services under this <br />Agreement. The Contractor ftirther covenants that in the performance of this Agreement, no <br />person having any such interest shall knowingly be employed by the Contractor. The Contractor <br />guarantees that he /she has not offered or given to any member of, delegate to the Congress of the <br />United States, any or part of this contract or to any benefit arising therefrom. <br />16. INDEMNIFICATION AND WAIVER OF LIABILITY. To the fullest extent <br />permitted by law, and subject to the limits of liability set forth in Section 9 of the Contractor's <br />"Testing and Evaluation Terms and Conditions ", a copy of which is attached hereto and <br />incorporated hereby by reference as Attachment "A ", the Contractor agrees to indemnify and hold - <br />harmless the City, its agents, representatives, officers, directors, officials and employees from any <br />claims, liabilities, damages, losses and costs, including, but not limited to, reasonable attorney fees <br />to the extent cause, in whole or in part, by the professional negligence, error or omission of the <br />Contractor or persons employed or utilized by the Contractor in performance of Services under <br />this Agreement. <br />Contractor shall at all times hereafter indemnify, hold harmless and, at the City's option, defend <br />or pay for an attorney selected by the City to defend City, its agents, representatives, officers, <br />directors, officials and employees from and against any and all causes of action, demands, claims, <br />losses, liabilities and expenditures of any kind, including attorney fees, court costs, and expenses, <br />caused or alleged to be caused by the intentional or negligent act of, or omission of Contractor, <br />including those of their employees, agents, servants, or officers, or accruing, resulting from, or <br />directly related to the subject matter of this Agreement including, without limitation, any and all <br />claims, losses, liabilities, expenditures, demands or causes of action of any nature whatsoever <br />resulting from injuries or damages sustained by any person or property. In the event any lawsuit <br />or other proceeding is brought against City by reason of any such claim, cause of action or demand, <br />Contractor shall, upon written notice from City, resist and defend such lawsuit or proceeding by <br />counsel satisfactory to City. The provisions and obligations of this section shall survive the <br />expiration or earlier termination of this Agreement. To the extent considered necessary by City, <br />any sum due Contractor under this Agreement may be retained by City until all of City's claims <br />for indemnification pursuant to this Agreement have been settled or otherwise resolved; and any <br />amount withheld shall not be subject to payment of interest by City. The parties agree that One <br />Hundred Dollars ($100.00) represents specific consideration to the Contractor for the <br />indemnification set forth in 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 permits, <br />licenses, approvals and consents necessary for the lawful conduct of the activities contemplated <br />under this Agreement. <br />