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payment determined by comparing the work/services actually completed to the work/services required by the Agreement. 6. Relationship of Parties It is expressly understood that this is an agreement between two independent contractors and that no agency, employee, partnership, joint venture or other relationship is established by this Agreement. The intent by both County and City is to create an independent contractor relationship. Mutual Hold Harmless (a) City shall defend, hold harmless and indemnify County, its officers, agents, and/or employees from all claims for injuries to persons and/or damage to property which arise out of the terms and conditions of this Agreement and which result from the acts or omissions of City, its officers, agents and/or employees. (b) County shall defend, hold harmless and indemnify City, its officers, agents and/or employees from all claims for injuries to persons and/or damage to property, which arise out of the terms and conditions of this Agreement and which result from the acts or omissions of County, its officers, agents, and/or employees. (c) In the event of the concurrent negligence of City, its officers, agents and/or employees, and County, its officers, agents and/or employees, then the liability for all claims for injuries or damages which arise out of the terms and conditions of this Agreement shall be apportioned under California's Theory of Comparative negligence as presently established or may be hereafter modified. 8. Attorney's Fees and Limit on Damages (a) Attorney fees in an amount not exceeding $85 per hour per attorney, and in total amount not exceeding $2000, shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of this Agreement. The above $2000 limit is the total of attorney fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this Agreement that neither party shall have to pay the other more than $2000 for attorney fees arising out of an action, or actions to enforce the provisions of this Agreement. (b) Notwithstanding any other provision of this Agreement, in no event shall either party be liable to the other, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or incidental damages, lost profits or revenue, arising out of or in connection with this Agreement or the Services. This mutual waiver applies to any cause of action including but not limited to negligence, strict liability, breach of contract, and breach of warranty. 9. Assignability and Subcontracting County shall not assign this Agreement or any portion of it to a third party or subcontract with a third party to provide services required of the County under this Agreement without the prior written consent of City. ATTY/AGR/2019.052/COUNTY OF SAN MATEO & RWC CERT REVERSE CONTRACT REV: 03-05-19 VR Page 2 of 7