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ti 3. COMPENSATION. Payment to Consultant for all charges and tasks under this Agreement shall be in accordance with this Agreement and the schedule of charges reflected in Attachment"A". Consultant agrees to provide the services in a total amount not to exceed Sixty- Five Thousand Dollars ($65,000.00)which includes all management and project expenses. Consultant shall make no other charges to the City for supplies, labor, taxes, licenses, permits, overhead or any other expenses or costs unless any such expense or cost is incurred by Consultant with the prior written approval of the City. If the City disputes any charges on the invoices, it may make payment of the uncontested amounts and withhold payment on the contested amounts until they are resolved by agreement with Consultant. Consultant shall not pledge the City's credit or make it a guarantor of payment or surety for any contract, debt, obligation,judgment, lien, or any form of indebtedness. The Consultant further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. 4. UNDISCLOSED CONDITIONS: In the event that undisclosed conditions are discovered during the performance of this Agreement, the City shall have the right to cancel this Agreement upon ten(10)days written notice to Consultant. 5. OWNERSHIP OF DOCUMENTS:The parties agree that all documentation and work product produced pursuant to this Agreement shall become the exclusive property of the City and shall be provided to the City upon request. 6. INDEPENDENT CONSULTANT RELATIONSHIP: It is understood and agreed that nothing contained in this Agreement shall be deemed to create a partnership,joint venture, other association, or an employer/employee relationship between the Consultant and the City. Consultant shall be in the relation of an independent Consultant and is to have entire charge, control and supervision of the work to be performed hereunder. 7. COMPLIANCE WITH LAW: Consultant shall comply with all laws, regulations and ordinances of any federal, state, or local governmental authority having jurisdiction with respect to this Agreement ("Applicable Laws") and shall obtain and maintain any and all material permits, licenses, approvals and consents necessary for the lawful conduct of the activities contemplated under this Agreement. Specifically, Consultant shall comply with all applicable conflict of interest provisions as provided in state statutes, Miami-Dade County Code and the Code of the City of Sunny Isles Beach (Section 62-16 entitled "Ethics in Public Contracting"). As provided in Section 62-16, Code of the City of Sunny Isles Beach, the City Commission may terminate this Contract for violation of the above-referenced ethical standards. 8. INDEMNIFICATION AND WAIVER OF LIABILITY: The Consultant agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the City, its agents, representatives, officers, directors, officials and employees from and against any and all claims, damages, losses and expenses (including but not limited to attorney's fees, arbitration costs, and costs of appellate proceedings) relating to, arising out of or resulting from the Consultant's acts, errors, mistakes or omissions in connection with this Agreement. C1011-069 Logistics Management Group Agreement for Jazz Fest October 2011 2