ASCERTAIN FORENSCIS AT REDWOOD TOXICOLOGY LABORATORY, INC.

Page 2 of 5 a. Invoices submitted to City must contain a brief description of work performed, time used and City reference number. Payment shall be made within thirty (30) days of receipt of Consultant’s invoice and approved by City. b. Upon completion of work and acceptance by City, Consultant shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work performed which the Consultant fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after the work is accepted by the City. 5.Sufficiency of Consultant’s Work. All work product and all other documents prepared by Consultant shall be adequate and sufficient to meet the purposes for which they are prepared. 6.Changes. City may request changes in the scope of services to be provided by Consultant. Any changes and related fees shall be mutually agreed upon between the parties and subject to a written amendment to this Agreement. 7.Consultant’s Status. In performing the obligations set forth in this Agreement, Consultant shall have the status of an independent contractor and Consultant shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Consultant are its agents and employees and are not agents or employees of City. 8.Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Consultant. The Agreement shall then be deemed terminated, and no further work shall be performed by Consultant. If the Agreement is so terminated, the Consultant shall be paid for that percentage of the work actually completed at the time the notice of termination is received. 9.Non-Assignability. The Consultant shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Consultant shall be solely responsible for reimbursing subcontractors. 10.Indemnity, Hold Harmless and Limitation of Liability. Each party (the “Indemnifying Party”) agrees to indemnify the other party and their respective officers, directors, employees, and agents (each an “Indemnified Party”) from and against any and all liabilities, losses, proceedings, actions, damages and claims (collectively “Losses”) that result from any third party claim relating to bodily injury or death of any person or damage to any real or tangible property, to the extent caused by the Indemnifying Party’s gross negligence, recklessness, or willful misconduct in the performance of this Agreement. IN NO EVENT WILL CONSULTANT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING REPUTATIONAL HARM, LOST PROFITS, LOSS OF BUSINESS, OR OTHER SIMILAR DAMAGES). TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, CONSULTANT’S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS HEREUNDER INCLUDING, BUT NOT LIMITED TO, INDEMNIFICATION, IS LIMITED Docusign Envelope ID: 3D9588A7-C90A-447B-A742-357F82C931FE