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Consultant is one of four Consultants selected to provide temporary exhibits for the Santa Ana Zoo on an as needed basis under RFQ No. 20-104. The total compensation for services provided by all Consultants selected under RFQ No. 20-104 is not to exceed seven hundred and fifty thousand dollars ($750,000.00) during the term of the Agreement, including any extension periods. b. This Agreement is contingent upon funding. In the event that funding is not allocated or is reduced to a level that will not support use of the special temporary exhibits, the City may terminate this Agreement immediately upon seven (7) days written notice to the Consultant. c. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work, which fails to meet the standards of performance set forth in the Recitals, and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and continue for two (2) years until December 31, 2023, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering CGL on an "occurrence" basis, including products and completed operations, property Page 2 of 11