FRIENDS OF THE SANTA ANA ZOO - Laserfiche WebLink

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exercisable by the City with the approval of the FOSAZ. Additionally, the Parties agree that certain specified sections of this Agreement, as detailed within the Agreement, will survive termination or expiration of the Agreement. 3. TERMINATION CLAUSE This Agreement may be terminated by either party upon ninety (90) days written notice. In such event, the Parties shall satisfy all their respective obligations under this Agreement that may be due and owing through the effective date of termination. 4. INDEPENDENT CONTRACTOR In the exercise of its obligations, during the entire term of this Agreement, FOSAZ shall act at all times as an independent contractor and not as an employee of the City. Nothing in this Agreement shall be construed to establish a partnership, joint venture, group, pool, syndicate, or agency between the Parties or to allow the City to exercise discretion or control over the professional manner in which FOSAZ performs the services which are the subject matter of this Agreement; however, the services to be provided by FOSAZ shall be provided in a manner consistent with all applicable standards and regulations governing such services. No provision contained herein shall be construed as authorizing or empowering either party to assume or create any obligation or responsibility, whatsoever, express or implied, on behalf, or in the name of, the other party in any manner, or to make any representation, warranty, or commitment on behalf of the other party. In no event shall either party be liable for a) any loss incurred by the other party in the course of its performance hereunder, or b) any debts, obligations, or liabilities of the other party, whether due or to become due. FOSAZ shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to its employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, FOSAZ shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: 5.1 Commercial General Liability Insurance. FOSAZ shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of FOSAZ's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. There shall not be any exclusion for coverage of sexual molestation. The amounts of insurance shall Page 2 of 19