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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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