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Agreement has been formally amended in writing. City shall not commence any services <br />exceeding the Scope of Services in Section 4 without prior written approval from Town. <br />6. Independent Contractor. City, its officers, employees and agents shall not have <br />any power to bind or commit Town to any decision. It is expressly agreed that at all times during <br />the term of this Agreement, City and its employees and agents, in the performance of the services <br />agreed to be performed by City, shall act as and be independent contractors and not agents or <br />employees of Town. As independent contractors, neither City nor any employees or agents of <br />City shall obtain any rights to retirement benefits or other benefits which accrue to Town's <br />employees. City hereby expressly waives any claim it may have to any such rights. <br />7. Assienment. City shall not assign, delegate, transfer, or convey its duties, <br />responsibilities, or interests in this Agreement or any right, title, obligation, or interest in or to <br />the same or any part thereof without Town's prior written consent. <br />8. Subcontractors: Emolovees. City shall be responsible for employing or engaging <br />all persons necessary to perform the services of City hereunder. City shall give personal attention <br />to the fulfillment of the provisions of this Agreement by all employees and subcontractors, if <br />any, and shall keep the work under its control. <br />9. Indemnity. City agrees to indemnify, defend and hold harmless Town, from <br />any injury to any person which occurs as a result of the negligence of City, its officers, <br />employees or agents in the performance of this Agreement. <br />Town agrees to indemnify, defend and hold harmless City, from any injury to any person <br />which occurs as a result of the negligence of Town, its officers, employees or agents in the <br />performance of this Agreement. <br />In the event of concurrent negligence, liability for any claims, suits, or actions arising out <br />of this Agreement shall be apportioned between City and Town under the established California <br />rules of comparative negligence. <br />10. Litieation Support. City agrees to testify at Town's request if litigation is brought <br />against Town in connection with City's Services. <br />11. Liabilitv of Members and Emplovees of Town. No member of Town and no <br />other officer, employee or agent of Town shall be personally liable to City or otherwise in the <br />event of any default or breach of Town, or for any amount which may become due to City or any <br />successor in interest, or for any obligations directly or indirectly incurred under the terms of this <br />Agreement. <br />12. Insurance. City agrees to have and maintain, for the duration of the term of this <br />Agreement, the following insurance coverage: <br />A. General Liabilitv. A general liability insurance policy in an amount not <br />less than $2,000,000 combined single limit per occurrence and in the aggregate for bodily injury, <br />personal injury, and property damage. This policy shall naive Town and its officers, agents, <br />employees, and representatives as additional insureds. City shall furnish Town with a certificate <br />REV: 07-13-18 MI <br />Page 2 of 6 <br />ATTYIAGR.2018.155(fown of Atherton <br />