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<br />9. COMPLIANCE WITH LAW: Consultant 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. Specifically, Consultant shall comply with all applicable
<br />conflict of interest provisions as provided in state statutes, Miami-Dade County Code and the
<br />Code of the City of Sunny Isles Beach (Section 62-16 entitled "Ethics in Public Contracting."
<br />As provided in Section 62-16, Code of the City of Sunny Isles Beach, the City Commission may
<br />terminate this Contract for violation of the above-referenced ethical standards.
<br />
<br />10. WAIVER OF LIABILITY/DUTY TO INDEMNITY. DEFEND AND HOLD
<br />HARMLESS: The City shall not in any way be answerable or accountable for any violations of
<br />applicable laws or for any injury, loss or damage arising from the negligence or omission of
<br />Consultant or anyone of its employees, Consultants or agents. The Consultant agrees, to the
<br />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 Consultant's negligent
<br />acts, errors, mistakes or omissions relating to professional services performed under this
<br />Agreement.
<br />
<br />The Consultant'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 professional
<br />services in the performance of this Agreement including any person for whose acts, errors,
<br />mistakes or omissions the Consultant may be legally liable.
<br />
<br />Consultant acknowledges and agrees that the City would not enter into this Agreement without
<br />this indemnification of City by Consultant and that the City's entering into this Agreement shall
<br />constitute good and sufficient consideration for this indemnification. The indemnity provisions
<br />in this Section shall survive the expiration or earlier termination of this Agreement. Nothing in
<br />this Agreement shall be construed to affect in any way the City's rights, privileges and
<br />immunities as set forth in Section 768.28, Florida Statutes.
<br />
<br />11. ASSIGNMENT: This Agreement shall be binding upon and shall inure to the benefit
<br />of the City and to any and all of its successors and assigns, whether by merger, consolidation,
<br />transfer of substantially all assets or any similar transaction. Notwithstanding the foregoing, this
<br />Agreement is personal to the Consultant and it may not, either directly or indirectly, assign its
<br />rights or delegate its obligations to City hereunder without first obtaining the City's consent in
<br />writing. Any such attempted assignment or delegation shall be deemed of no legal force and
<br />effect whatsoever.
<br />
<br />ClOll-033 KIMLEY-HORN & ASSOCIATES. INe. TRAFFIC STUDY AGREEMENT
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