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City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
<br />(305) 947 -0606 phone (305) 949 -3113 Fax
<br />reference herein as if fully set forth herein, in connection with the Agreement conditions
<br />hereunder. The Contractor covenants that it presently has no interest and shall not acquire any
<br />interest, directly or indirectly which could conflict in any manner or degree with the performance
<br />of the Services. The Contractor further covenants that in the performance of this Agreement, no
<br />person having any such interest shall knowingly be employed by the Contractor. The Contractor
<br />guarantees that he /she has not offered or given to any member of, delegate to the Congress of the
<br />United States, any or part of this contract or to any benefit arising therefrom.
<br />19. 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 performed under this Agreement.
<br />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 in the
<br />performance of this Agreement including any person for whose acts, errors, mistakes or
<br />omissions the Contractor may be legally liable. The parties agree that TEN DOLLARS ($10.00)
<br />represents specific consideration to the Contractor for the indemnification set forth in this
<br />Agreement.
<br />20. MISCELLANEOUS.
<br />A. In the event any provision of this Agreement is found to be void and
<br />unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement
<br />shall nevertheless be binding upon the parties with the same effect as though the void or
<br />unenforceable provisions had been severed and deleted.
<br />B. This Agreement may be executed in multiple identical counterparts, each of
<br />which shall be deemed an original for all purposes.
<br />C. No waiver of any provision of this Agreement shall be valid or enforceable unless
<br />such waiver is in writing and signed by the party granting such waiver.
<br />D. This Agreement, together with the Contractor's proposal contained in Attachment
<br />"A ", a copy of which is attached hereto and incorporated herein by reference, contains the entire
<br />agreement of the parties, and may be amended, waived, changed, modified, extended or
<br />rescinded only by in writing signed by the party against whom any such amendment, waiver,
<br />change, modification, extension and /or rescission is sought.
<br />C1314 -025 - REP SERVICES, INC. 9
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