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trees/plants and material to planting locations for volunteers prior to planting. City agrees to provide buckets and water for the plant/tree planting events. City will also instruct volunteers on site at the scheduled events on the proper method for planting trees/plants. City will allow Stanbridge to issue press releases recognizing its Root for Change plant/tree planting initiative in City parks and press releases regarding planting events organized pursuant to this Agreement. Stanbridge will submit press releases to the City Manager or her designee for approval prior to any public release. 2. COMPENSATION City agrees to accept services and provide the supplies noted above and Stanbridge agrees to provide services, volunteers, plants/trees and landscape materials free of charge to the City. This Agreement does not contemplate the payment of monies to Stanbridge or ShadeTree Nursery on the part of the City. 3. TERM This Agreement shall commence on the date stated above and terminate on September 16, 2020, unless terminated earlier in accordance with Section 12, below. 4. INDEPENDENT CONTRACTOR Stanbridge 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, ajoint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Stanbridge performs the services which are the subject matter of this Agreement; however, the services to be provided by Stanbridge shall be provided in a manner consistent with all applicable standards and regulations governing such services. Stanbridge 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, Stanbridge shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Stanbridge shall maintain commercial general liability insurance which 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 Stanbridge's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. Page 2 of 7