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Citation Distribution Report) to Customer in a timely manner so that Customer is able to remit the required funds to the County of San Mateo before the date due. 7. ACCOUNTING RECORDS. Records of the citations processed by TDS shall be available for examination by Customer or its authorized representative(s) at a time agreeable to Customer and TDS within one week following a request by Customer to examine such records. Failure by TDS to permit such examination within one (1) week of a request shall permit Customer to withhold all further payments until such examination is completed unless an extension of time for examination is authorized by Customer in writing. 8. TIME OF PERFORMANCE. Time is of the essence, and TDS shall perform the services required by this Agreement in an expeditious and timely manner so as not to unreasonably delay the purpose of this Agreement. 9. INDEPENDENT CONTRACTOR. At all times during the term of this Agreement, TDS shall be an independent contractor and shall not be an employee of Customer. Customer shall have the right to control TDS only insofar as the results of TDS's services rendered pursuant to this Agreement; however, Customer shall not have the right to control the means by which TDS accomplishes the services rendered pursuant to this Agreement. 10. FACILITIES AND EQUIPMENT. TDS shall, at its own cost and expense, provide all facilities and equipment that may be required for performance of the services required by this Agreement. 11.INDEMNIFICATION BY TURBO DATA SYSTEMS, INC. TDS is skilled in the professional calling necessary to perform the services and duties agreed to be performed by TDS under this Agreement, and Customer, not being skilled in such matters, relies upon the skill and knowledge of TDS to perform said services and duties in the most skillful manner. Therefore, TDS agrees to indemnify, defend, and hold harmless Customer, its officers, officials, employees, volunteers and agents harmless from and against any and all liability, claims, suits, actions, damages, and causes of action, including attorney's fees, arising during the term of this agreement out of any personal injury, bodily injury, loss of life, or damage to property, or of any violation of any federal, state, or municipal law or ordinance, or other cause to the extent caused by the negligent acts or omissions of TDS, its employees, subcontractors, or agents, or an account of the performance or character of this work, except for any such claim arising out of the sole negligence or willful misconduct of Customer, its officers, officials, employees, volunteers and agents. Acceptance by Customer of the work performed under this agreement does not operate as a release of TDS from such professional responsibility for the work performed. It is further understood and agreed that TDS is apprised of the scope of the work to be performed under this Agreement and TDS agrees that said work can and shall be performed in a fully competent manner. Page 2 of 9