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<br />3. Payments <br />In consideration of the services provided by Contractor in accordance with all terms, <br />conditions and specifications set forth herein and in Exhibit "A," County shall make <br />payment to Contractor based on the rates and in the manner specified in Exhibit "B." The <br />County reserves the right to withhold payment if the County determines that the quantity or <br />quality of the work performed is unacceptable. In no event shall the County's total fiscal <br />obligation under this Agreement exceed 32% of the total property tax revenues received for <br />County Service Area No.8 Fire Protection Sub-Zone for each fiscal year. <br /> <br />4. Term and Termination <br />Subject to compliance with all terms and conditions, the term of this Agreement shall be <br />from July 1, 2007 through June 30, 2022. <br /> <br />This Agreement may be terminated by Contractor or County at any time without a <br />requirement of good cause upon one hundred and eighty (180) days written notice to the <br />other party. <br /> <br />5. Effect of Dissolution of County Service Area No.8 <br />In the event that San Mateo County Service Area No.8 is dissolved, the Term of this <br />Agreement shall end on the date such dissolution is effective. <br /> <br />6. Relationship of Parties <br />Contractor agrees and understands that the work/services performed under this Agreement <br />are performed as an independent Contractor and not as an employee of the County and that <br />Contractor acquires none of the rights, privileges, powers, or advantages of County <br />employees. <br /> <br />7. Hold Harmless <br />The County shall indemnify and hold harmless the City, its officers, employees, and <br />agents, from any and all claims, actions or liability for injuries to persons, including loss of <br />life, and/or damage to property, including the loss of use thereof, which arise out of the <br />County's performance, or failure to perform, under this Agreement, and which result from <br />the negligent or intentional acts or omissions of the County, its officers, employees, or <br />agents. <br /> <br />The City shall indemnify and hold harmless the County, its officers, employees, and <br />agents, from any and all claims, actions or liability for injuries to persons, including loss of <br />life, and/or damage to property, including the loss of use thereof, which arise out of the <br />City's performance, or failure to perform, under this Agreement, and which result from the <br />negligent or intentional acts or omissions of the City, its officers, employees, or agents. <br /> <br />2 <br />