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prior to commencement of work on the IRWD Facilities. In the event DISTRICT does not approve
<br />such quote, this Agreement shall terminate and DISTRICT shall complete the work at its own cost.
<br />DISTRICT shall have a period of five (5) calendar days to review the quote and approve the
<br />adjustment of the IRWD Facilities by City's contractor.
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<br /> 4. DISTRICT shall deposit with CITY the mount of the quote for adjustment of the
<br />IRWD Facilities. Within sixty (60) days of DISTRICT acceptance, as provided in Section 6, a final
<br />accounting of the actual costs of all items associated with adjustment, administration, accounting,
<br />and legal costs ("Costs") shall be made by CITY. If the actual Costs exceed the deposit, DISTRICT
<br />shall pay the difference to CITY. If the actual Costs are less than the deposit, CITY shall refund the
<br />excess deposit amount to DISTRICT.
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<br /> 5. DISTRICT shall have sole and absolute discretion as to all aspects of the adjustment
<br />of IRWD Facilities. DISTRICT will promptly notify CITY of any portion of the adjustment of
<br />IRWD Facilities which appears not to conform to the Plans and Specifications. CITY shall require
<br />its contractor to adjust IRWD Facilities so that the IRWD Facilities conform to the Plans and
<br />Specifications.
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<br /> 6. DISTRICT agrees to accept the adjustment of the IRWD Facilities when the IRWD
<br />Facilities have been adjusted in accordance with all requirements of the Plans and Specifications.
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<br /> 7. It is mutually agreed between the parties hereto that notwithstanding the fact that
<br />CITY shall accomplish the adjustment of IRWD Facilities subject to reimbursement, IRWD
<br />Facilities to be adjusted hereunder, together with the necessary franchises, licenses, easements,
<br />rights-of-way, and other privileges, shall at all times be subject to the applicable rates, rules and
<br />regulations of DISTRICT, as modified or amended from time to time. CITY shall not obtain any
<br />right, title or interest in IRWD Facilities through this Agreement.
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<br /> 8. CITY shall indemnify, defend and hold DISTRICT, its officers, agents, employees
<br />and engineers bare, less from any expense, liability or claim for death, injury, loss, damage or
<br />expense to persons or property which may arise or is claimed to have arisen during the Project or
<br />the adjustment of IRWD Facilities and prior to acceptance by DISTRICT, as a result of any work or
<br />action performed by CITY or on behalf of CITY, save and except in those instances where such
<br />expense, liability or claim is proximately caused in whole or in part by any act, omission or
<br />negligence of DISTRICT, its officers, agents, employees or engineers or by any act or omission for
<br />which DISTRICT, its officers, agents, employees or engineers are liable without fault.
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<br /> DISTRICT shall indemnify, defend and hold CITY, its officers, agents, employees and
<br />representatives harmless from any expense, liability or claim for death, injury, loss, damage or
<br />expense to persons or property which may arise or is claimed to have arisen either (i) as a result of
<br />any acts performed by DISTRICT, its officers, agents, employees or engineers, with respect to
<br />IRWD Facilities adjustment; or (ii) following DISTRICT acceptance of the adjustment of the
<br />IRWD Facilities, with respect to maintenance and operation, save and except in those instances
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