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in the selected contractor's proposal plus other MWDOC costs, as attached in <br />Attachment A; <br />2.2.2 Pay to MWDOC, upon prior written approval of any extra work under the <br />Consultant Agreement that relates to preparation of its final RRAs and ERPs for <br />Phases 11 and III, the full amount owed for the approved work. Each Participating <br />Agency shall bear all costs associated with extra work it approves. <br />2.2.3 Note that as Participating Agencies decide to participate or not to participate in <br />Phases II and III, the cost sharing of costs among the Participating Agencies for <br />the Consultant and MWDOC's costs will vary somewhat from agency to agency. <br />Information relative to adjustments in costs among Participating Agencies shall <br />be shared on a periodic basis as decisions are being made by the various <br />Participating Agencies. Also, because the timing of completion of the RRA and <br />ERP vary among agencies, it is allowable to schedule the payment of an invoice <br />for those smaller agencies desiring to pay their deposit out of next year's budget. <br />3. Accounting <br />Upon request of any Participating Agency, MWDOC will provide copies of the <br />selected Consultant's invoices and MWDOC's payment records. <br />4. Independent Contractor <br />Any consultant engaged by MWDOC on behalf of the Participating Agencies as <br />contemplated in this Agreement will not be a party to this Agreement and will not <br />be an employee or agent of MWDOC or any of the Participating Agencies, either <br />as a result of this Agreement or as a result of a professional services agreement <br />between MWDOC and the consultant. Any consultant engaged as contemplated <br />in this Agreement will be an independent contractor to MWDOC. <br />5. Warranty and Indemnification <br />MWDOC shall use its best efforts in administering the Consultant Agreement, but <br />makes no representations, guarantees or warranties to the Participating Agencies <br />as to the quality or timeliness of work product provided by Consultant pursuant to <br />the Consultant Agreement. The Participating Agencies, and each of them, shall <br />indemnify MWDOC, its directors, officers, employees and agents against, and will <br />hold and save them harmless from, any and all actions, claims, penalties, obligations <br />or liabilities, in law or in equity, of every kind or nature whatsoever, that may be <br />--- -asserted-or-elaimed--by-any-person-firer ,-entity,--corporation-politicaFsubdivision-or <br />other organization arising out of or in any manner directly or indirectly connected <br />with the final RRAs and ERPs for Phases II and III prepared pursuant to the <br />Consultant Agreement. As between the Participating Agencies, any costs <br />associated with the indemnity and defense obligations set forth in the previous two <br />sentences shall be the financial responsibility of each Participating Agency based <br />on the same pro rata basis as the allocation of costs set forth in Section 2.1.1 herein <br />and Exhibit A hereto. In the event MWDOC, its directors, officers, employees and <br />agents are made a party to any action or proceeding filed in connection with a <br />