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Exhibit 2 <br />Santa Ana Zoo on an as needed basis undo fLI Q No- 20-10dd the total <br />compensation for services provided by all Consultants seleeIed under ItI-Q No. 20- <br />104 is a collective amount not to exceed seven htLndred and fifty thousand dollars <br />($750,000.00) during the term of the Agreement, iueludittl any extension periods. <br />b. This Agreement is conlingenl upon funding. In the evens That funding is not <br />allocated or is reduced to it Icvcl that will not support use of the special tcanporary <br />cxllibits, the City may terminate this Agrccmcm immediately upon seven (7) days <br />written notice to the Consultant. <br />c_ Payment by City shall be made within forty-five (45) days following receipt of <br />proper invoice evidencing wort: performed, ;object to City accounting procedures. <br />Payment neccl not be made for work, which fails to meet the standards of <br />performance set forth in the Recitals, and Scope of Work, which may reasonably <br />be expected by City. <br />3. 1 HI M <br />phis Agreement shall commence on the date first written above and continue for two (2) <br />,years until I)ecemher 31, 202.1, unless terninated earlier in accordance with Section 15, below. <br />The tens ol'this Agreement may be extended upon a writing executed by the City Manager and <br />the City Attorney_ <br />4. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire Lean of this Agrecnrcnt, be construed to be an <br />independent contractor and not an employee of the City_ This Agreement is not intended nor shall <br />it be construed to create an employer -employee relationship, a joint venture relationship, or to <br />allow the City to exercise discretion or control over the professional manner in which Consultant <br />perforns the services which are the subject matter orthis Agreement; however, the services to be <br />provided by Consultant shall be provided in a manner consistent with all applicable standards and <br />regulatious governing such services. Consultant shall pay all salaries and wages, employer's social <br />security taxes, unCmploymcnt insurance and similar taxes relating to employees and shall be <br />responsible for all applicable wilhholding taxes. <br />5. TNSTIRANCF. <br />Prior to undertaking performance of work under this Agreement, Consultant shall maintain <br />and shall require its subcontractors, if any, to obtain and maintain insurance as described below. <br />it. Commercial General Liability (CGL): Insurance Services Oflicc Form CG 00 O1 covering. <br />CGI, on an "occurrence" basis, including products and completed operations, property <br />damage, bodily injuryandpersonal 8tadverlising injury with limits no less than Y;2,000,000 <br />per Occurrence_ If general aggregate limit applies, either the general aggregate limit shall <br />apply separately to this pro jcctlocanon (ISO CG 25 03 or 25 04) or the Micncral aggregate <br />limit shall be twice the required Occurrence limit. <br />City Council 20 — 23 6/15/2021 <br />Pavc 2 of 10 <br />