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18. CONFLI_CT OF INTEREST. The Contractor agrees to adhere to and be governed by the
<br /> Miami-Dade County Conflict of Interest Ordinance Section 2-11.1, as amended; and by the City of Sunny
<br /> Isles Beach Ordinance No. 99-82, which are incorporated by reference herein as if fully set forth herein,
<br /> in connection with the Agreement conditions hereunder. The Contractor covenants that it presently has
<br /> no interest and shall not acquire any interest, direct or indirectly which should conflict in any manner or
<br /> degree with the performance of the services. The Contractor further covenants that in the performance of
<br /> this Agreement, no person having any such interest shall knowingly be employed by the Contractor. No
<br /> member of or delegate to the Congress of the United States shall be admitted to any share or part of this
<br /> agreement or to any benefits arising therefrom.
<br /> 19. INDEMNIFICATION AND WAIVER OF LIABILITY. The Contractor agrees, to the fullest
<br /> extent permitted by law, to defend, indemnify and hold harmless the City, its agents, representatives,
<br /> officers, directors, officials and employees from and against claims, damages, losses and expenses
<br /> (including but not limited to attorney's fees, arbitration costs, and costs of appellate proceedings) relating
<br /> to, arising out of or resulting from the Contractor's negligent acts, errors, mistakes or omissions relating
<br /> to professional Services performed under this Agreement. The Contractor's duty to defend, hold harmless
<br /> and indemnify the City, its agents, representatives, officers, directors, officials and employees shall arise
<br /> in connection with any claim, damage, loss or expense that is attributable to bodily injury; sickness;
<br /> disease; death; or 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 in the
<br /> performance of this Agreement including any person for whose acts, errors, mistakes or omissions the
<br /> Contractor may be legally liable. The parties agree that TEN DOLLARS ($10.00) represents specific
<br /> consideration to the Contractor for the indemnification set forth herein.
<br /> 20. CONTRACT DOCUMENTS AND CONFLICTING PROVISIONS. The contract documents
<br /> include this Agreement, Attachment "A" and the terms and conditions contained in Florida NASPO
<br /> Valuepoint Cisco/Ironport Contract AR233 FL# 4322000-WSCA-14-ACS, which is incorporated herein
<br /> by reference. This Agreement shall take priority and supersede any inconsistent or conflicting provisions
<br /> that are contained in any other document or attachment, including but not limited to Attachment "A" or
<br /> any other document or attachment not specifically attached hereto or otherwise referenced in this
<br /> Agreement.
<br /> 21. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and may
<br /> be amended, waived, changed, modified, extended or rescinded only by a writing signed by the party
<br /> against whom any such amendment, waiver, change, modification, extension and/or rescission is sought.
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<br /> C5381-1516-076 PRESIDIO NETWORKED SOLUTIONS, INC. S I B
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