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occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property <br /> damage and personal injury is required. City shall be named as an additional insured and <br /> such insurance shall be primary and non-contributing to any insurance or self-insurance <br /> maintained by City. <br /> Licensee shall secure and maintain business auto liability coverage, with minimum limits <br /> of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury <br /> liability and property damage liability. This coverage shall include all Licensee owned <br /> vehicles used in connection with Licensee's provision of the Services, hired and non- <br /> owned vehicles, and employee non-ownership vehicles. City shall be named as an <br /> additional insured and such insurance shall be primary and noncontributing to any <br /> insurance or self insurance maintained by City. <br /> 9. Independent Contractor Status. Licensee is for all purposes under this <br /> Agreement an independent contractor and shall perform the Services as an independent <br /> contractor. Neither City nor of its agents shall have control over the conduct of Licensee <br /> or Licensee's employees, except as herein set forth. Licensee shall supply all necessary <br /> tools and instrumentalities required to perform the Services. Assigned personnel <br /> employed by Licensee are for its account only, and in no event shall Licensee or <br /> personnel retained by it be deemed to have been employed by City or engaged by City for <br /> the account of, or on behalf of City. Licensee shall have no authority, express or implied, <br /> to act on behalf of City in any capacity whatsoever as an agent, nor shall Licensee have <br /> any authority, express or implied,to bind City to any obligation. <br /> 10. Assignment; Sub-Licenses. The license granted by this Agreement is <br /> personal to Licensee. Licensee shall not have the right to assign its rights under this <br /> Agreement except upon the prior written consent of Licensor. Any attempt to assign the <br /> license granted by this Agreement without the prior written consent of Licensor may, in <br /> the sole discretion of Licensor, result in the immediate termination of this Agreement. <br /> 11. Written Agreement as Entire Understandin-g_of. Parties. The making, <br /> execution and delivery of this Agreement by Licensee has not been induced by any <br /> representations, statements, warranties or agreements other than those herein expressed. <br /> This Agreement embodies the entire understanding of the Parties, and there are no further <br /> or other agreements or understandings, written or oral, in effect between the Parties, <br /> relating to the grant of this revocable license. This Agreement may be amended or <br /> modified only by a written instrument signed by the Parties. <br /> 12. Attorneys' Fees and Costs_. In the event any action is commenced to <br /> enforce or interpret this Agreement, the prevailing Party in any such action shall be <br /> entitled to its costs and reasonable attorneys' fees, including fees for use of in-house <br /> counsel by a Party. <br /> 13. Counterparts. This Agreement may be signed in counterpart or duplicate <br /> copies, and any signed counterpart or duplicate copy shall be equivalent to a signed <br /> original for all purposes. <br /> C.\Users\Gomez\DownloadslGomez Construction License Agreement 6 6 16(003).doe <br />