IRVINE RANCH WATER DISTRICT (IRWD)

Home Browse Search

of the Parties (including any additional parties hereafter added to this Agreement pursuant to Section 3, below) for their proportional share of the costs of the Work (as further described in Section 4, below). 2. Scone of Work. The Consultant will develop a specific scope for the Work, budget, and schedule necessary to produce a Template Control Plan that the Parties can adapt to meet requirements of the State Board as set forth in the Handbook. The Consultant will perform the Work on a time -and -materials basis for an estimated not -to -exceed amount of $180,000, which includes 20 percent for contingencies above the Consultant's estimated costs of $150,000. These costs are subject to the cost -sharing provisions set forth in Section 4, below. 3. Additional Parties. In addition to the Parties listed above, additional parties may be added to this Agreement, subject to all of the covenants, terns, and conditions of the Agreement. Additional parties may join this Agreement at any time before completion of the Work upon written invitation by one or more of the original Parties, by executing the signature page and delivering an electronic version to all then -current Parties. Additional parties will be treated as original parties to this Agreement and equally share in the total cost of the Work, as described in Section 4, below. 4. Cost Sharing. The Parties shall share equally the cost of the Work. Each Party's share of the cost will be determined by taking the total invoiced amount from Consultant for all completed Work and dividing that amount by the number of Parties at the conclusion of the Work. At the conclusion of the Work, IRWD will invoice each Party for an equal share of the total cost of the Work. Each Party shall pay IRWD its equal share no later than 60 days after receiving the invoice. Upon the request of any Party, IRWD will provide copies of the Consultant's invoices and IRWD's payment records. 5. Meetings. IRWD shall coordinate all aspects of the Work with the selected Consultant. Any Party may participate in meetings with the Consultant to review interim and final results of the Work. IRWD will schedule meetings of the Parties to facilitate review of the Work, and will schedule meetings with the Consultant and the Parties at the reasonable request of any Party for the same purpose. 6. Indemnity. Each Party shall indemnify, defend, and hold the other Parties, and their officers, agents, and employees harmless from any expense, liability, injury, loss, damage or expense to persons or property (collectively, "Claims") that may arise or may be claimed to have arisen as a result of the development and approval of the Template Control Plan. Each Party's indemnity and defense obligations will not apply to any portion of any Claims determined by a court of competent jurisdiction to have been proximately caused by the negligence, gross negligence or willful misconduct of another Party, its officers, agents, or employees. Notwithstanding the foregoing sentences in this section, each Party is solely responsible for its own costs and expenses associated with the indemnity and defense obligations set forth in this section, and such costs are not subject to cost sharing under this Agreement. This section shall survive the termination or expiration of this Agreement. 7. PropertX. All documents, data, and written materials furnished by a Party to Consultant shall remain that Party's property and shall be returned to that Party upon request. All 2 20877033.10