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caused by, arising out of, or related to the CITY' s exercise <br /> or attempted exercise of its responsibilities as set out in <br /> this AGREEMENT, including but not limited to, any act, <br /> action, neglect or omission by the CITY, its officers, <br /> agents, employees or representatives in any way pertaining <br /> to this AGREEMENT, whether direct or indirect, except that <br /> neither the CITY nor any of its officers, agents, employees <br /> or representatives will be liable under this provision for <br /> damages arising out of injury or damages directly caused or <br /> resulting from the negligence of the DEPARTMENT. <br /> The CITY' s obligation to indemnify, defend and pay for the <br /> defense of the DEPARTMENT, or at the DEPARTMENT' s option, to <br /> participate and associate with the DEPARTMENT in the defense <br /> and trial of any claim and any related settlement <br /> negotiations, shall be triggered immediately upon the CITY' s <br /> receipt of the DEPARTMENT' s notice of claim for <br /> indemnification. The notice of claim for indemnification <br /> shall be deemed received if the DEPARTMENT sends the notice <br /> in accordance with the formal notice mailing requirements <br /> set forth in Section 5 of this AGREEMENT. The DEPARTMENT' s <br /> failure to notify the CITY of a claim shall not release the <br /> CITY of the above duty to defend and indemnify the <br /> DEPARTMENT. <br /> The CITY shall pay all costs and reasonable attorney' s fees <br /> related to this obligation and its enforcement by the <br /> DEPARTMENT. The indemnification provisions of this section <br /> shall survive termination or expiration of this AGREEMENT, <br /> but only with respect to those claims that arose from acts <br /> or circumstances which occurred prior to termination or <br /> expiration of this AGREEMENT. <br /> The CITY' s evaluation of liability or its inability to <br /> evaluate liability shall not excuse the CITY' s duty to defend <br /> and indemnify the DEPARTMENT under the provisions of this <br /> section. Only an adjudication or judgment, after the highest <br /> appeal is exhausted, specifically finding the DEPARTMENT was <br /> solely negligent shall excuse performance of this provision <br /> by the CITY. <br /> Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Sunny Isles Beach <br /> Page 9 of 12 <br />