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INDEPENDENT CONTRACTOR AGREEMENT I. PARTIES: This Independent Contractor Agreement ("Agreement") is entered into by and between Moonlighting, Inc. (the "Contractor") and City of Paris, Texas, a municipal corporation located in Lamar County, Texas (the "City"). II. ENGAGEMENT: Beginning _ 2024 ("Commencement Date") until this Agreement is terminated as provided for herein, Contractor will provide to City certain maintenance services related to the lighting installed by Contractor in the trees on and around downtown Paris Plaza as described on Exhibit „A attached hereto and incorporated herein ("Services"). III. CONSIDERATION: For the Services rendered by the Contractor under this Agreement, the Contractor will be paid a fee up to and not to exceed $10,000.00 per year, as measured from the Commencement Date, for the duration of this Agreement. Contractor will submit quarterly invoices to the City outlining the Services rendered and expenses related thereto. The City will pay Contractor within thirty (30) days following receipt of an invoice. The fee referenced in this Article III shall cover any and all expenses incurred by Contractor in the performance of the Services hereunder such that no other expenses shall be reimbursed by the City unless agreed to in writing by the City. IV. INDEPENDENT CONTRACTOR: The Contractor acknowledges that he will operate in an independent capacity from the City and will receive an IRS Form 1099 for any payments made to the Contractor. Contractor will at all times be an independent contractor of City and nothing contained herein shall be construed to create the relationship of employer and employee between City and Contractor. Contractor acknowledges he will be responsible for all taxes associated with the payments made by City to Contractor. V. NO OTHER AGREEMENTS: This Agreement supersedes all other agreements, either oral or written, between the parties to this Agreement and may not be modified or altered except by an agreement in writing. VI. GOVERNING LAW: This Agreement is governed by the law of the State of Texas and venue for any matter arising out of this Agreement shall be in Lamar County, Texas. VII. TERM: The term of this Agreement shall be one (1) year following the Commencement Date. Notwithstanding the foregoing to the contrary, either party may terminate this Agreement at any time for any or no reason by giving the other party thirty (30) days advance written notice. Notice shall be deemed effective when deposited with the US Postal Service for delivery to the addresses set forth in Paragraph XII herein. VIII. INSURANCE: Contractor shall, at its own expense, obtain and maintain insurance as reasonably required by the City and as set forth in Exh.ib,it B„hmereto. The parties acknowledge