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provided for and identified herein, or otherwise agreed -upon by the Parties, will be honored by the City. 3. Request for Payment. The Contractor shall submit itemized invoices for the Services it provides to the City on a monthly basis. The itemized invoices shall clearly identify all work completed, and attributed to the corresponding budget line, including the number of trees treated and their respective sizes. Invoices submitted will be processed and paid in the same manner as other claims made to the City. 4. Term. This Agreement shall commence on the Effective Date and it shall terminate on December 31, 2023 unless otherwise terminated as provided herein. The Agreement may be terminated for any reason by either party upon providing 30 days' written notice to the other party. Upon termination, the City shall be responsible for paying the Contractor only for the Services performed up to the date of termination. The Contractor's indemnification obligations shall survive the termination of this Agreement. 5. Responsibility for Damages. Any property damage caused by the Contractor's negligence shall be solely the responsibility of the Contractor. The City shall report any such damage within 15 days of knowledge so that the Contractor can make any necessary repairs. The Contractor shall not be responsible under this Agreement, however, for any damages caused by acts of God, neglect of the City, or by refusal of the City to follow the Contractor's recommendations. 6. Force Majeure. Neither party shall be deemed in default under this Agreement, nor shall a party hold the other party responsible, for any cessation, interruption, or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, labor strike, lockout, or boycott, provided that the party relying on this section gives the other party prompt written notice thereof and takes all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event. If this event extends for a period of more than 30 days, either party may immediately terminate this Agreement upon written notification. 7. Independent Contractor. The Contractor shall at all times be deemed an independent contractor. The Contractor is not to be deemed an employee or agent of the City and has no authority to make any binding commitments or obligations on behalf of the City except to the extent expressly provided herein. All Services provided by the Contractor pursuant to this Agreement shall be provided on an independent contractor basis and not as an employee of the City for any purpose including, but not limited to, income tax withholding, workers' compensation, unemployment compensation, FICA taxes, liability for torts, and eligibility for employee benefits. 8. Compliance with Laws and Regulations. In providing the Services hereunder, the Contractor must abide by all applicable statutes, ordinances, rules, and regulations. Any violation of this section will constitute a material breach of this Agreement and entitle the City to immediately terminate this Agreement upon written notification. 2 MU125\11\729839.v2