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Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference Licensee shall secure and maintain comprehensive general liability insurance with carriers acceptable to City Minimum coverage of One Million Dollars($1,000,000)per occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City Licensee shall secure and maintain business auto liability coverage, with minimum limits of One Million Dollars ($1,000,000) pet occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all Licensee owned vehicles used in connection with Licensee's provision of the Services, hired and non- owned vehicles, and employee non-ownership vehicles Independent Contractor Status Licensee is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City nor of its agents shall have control over the conduct of Licensee or Licensee's employees, except as herein set forth Licensee shall supply all necessary tools and instrumentalities required to perform the Services Assigned personnel employed by Licensee are for its account only, and in no event shall Licensee or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City Licensee shall have no authority,express or implied,to act on behalf of City in any capacity whatsoever as an agent, nor shall Licensee have any authority, express or implied, to bind City to any obligation 9 Assignment Sub-Licenses The license granted by this Agreement is personal to Licensee Licensor grants consent to Licensee to assign this license to OnPoint Surveying and Hernandez Environmental for Testing Licensee shall not have the right to assign its rights to any other entities under this Agreement except upon the prior written consent of Licensor Any attempt to assign the license granted by this Agreement without the prior written consent of Licensor may, in the sole discretion of Licensor, result in the immediate termination of this Agreement 10 Written Agreement as Entire Understanding of Parties The making, execution and delivery of this Agreement by Licensee has not been induced by any representations, statements, warranties or agreements other than those herein expressed This Agreement embodies the entire understanding of the Parties, and there are no further or other agreements or understandings, written or oral, in effect between the Parties, relating to the grant of this revocable license This Agreement may be amended or modified only by a written instrument signed by the Parties I I Attornevs' Fees and Costs In the event any action is commenced to enforce or interpret this Agreement, the prevailing Party in any such action shall be entitled to its costs and reasonable attorneys' fees, including fees for use of in-house counsel by a Party 3 1 Icaldjm\AgreementslNewiand Holmes License Agreement Cinal.docx