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damages, judgments, . claims, demands, liabilities, attorneys <br /> fees, (including regulatory and appellate fees) , and _suits of <br /> any nature or kind whatsoever caused by, arising out of, or <br /> related to the CITY' s exercise or attempted exercise of its <br /> responsibilities as set out in this AGREEMENT, including but <br /> not limited to, any act, action, neglect or omission by the <br /> CITY, its officers, agents, employees or representatives in <br /> any way pertaining to this AGREEMENT, whether direct or <br /> indirect, except that neither the CITY nor any of its officers, <br /> agents, employees or representatives will be liable under this <br /> provision for damages arising out of injury or damages directly <br /> caused or 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 negotiations, <br /> shall be triggered immediately upon the CITY' s receipt of the <br /> DEPARTMENT' s notice of claim for indemnification. The notice <br /> of claim for indemnification shall be deemed received if the <br /> DEPARTMENT sends the notice in accordance with the formal <br /> notice mailing requirements set forth in Section 5 of this <br /> AGREEMENT. The DEPARTMENT' s failure to notify the CITY of. a <br /> claim shall not release the CITY of the above duty to defend <br /> and indemnify the 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, but <br /> only with respect to those claims that arose from acts or <br /> circumstances which occurred prior to termination or expiration <br /> of this AGREEMENT. <br /> The CITY' s evaluation of liability or its inability to evaluate <br /> liability shall not excuse the CITY' s duty to defend and <br /> indemnify the DEPARTMENT under the provisions of this section. <br /> Only an adjudication or judgment, after the highest appeal is <br /> exhausted, specifically finding the DEPARTMENT was solely <br /> negligent shall excuse performance of this provision by the <br /> CITY. <br /> Maintenance Memorandum of Aereement between Florida Department of Transportation and City of Sunny Isles Beach <br /> Page l 1 of 15 <br />