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Cost Sharing Agreement for 2010 UWMP -Final 5-28-10 <br />2.2.2 Pay to MWDOC, upon approval of any extra work under the Consultant <br />Agreement that relates to preparation of its 201 O UWMP, the full amount <br />owed for the approved work. Each Participating Agency shall bear all <br />costs associated with extra work it approves- <br />3. Accounting <br />Upon request of any Participating Agency, MWDOC will provide copies of the <br />selected consultant's payments requests invoices and MWDOC's payment <br />records. <br />4. Indeoendent Contractor <br />Any consultant engaged by MWDOC on behalf of the Participating Agencies <br />as contemplated in this Agreement will not be a party to this Agreement and <br />will not be an employee or agent of MWDOC or any of the Participating <br />Agencies, either as a result of this Agreement or as a result of a professional <br />services agreement between MWDOC and the consultant. Any consultant <br />engaged as contemplated in this Agreement will be an independent <br />contractor to MWDOC. <br />5. Warranty and Indemnification <br />MWDOC shall use its best efforts in 'administering the Consultant Agreement, <br />but makes no representations, guarantees or warranties to the Participating <br />Agencies as to the quality or timeliness of work product provided by the <br />selected contractor pursuant to the Consultant Agreement. The Participating <br />Agencies, and each of them, shall indemnify MWDOC, its directors, officers, <br />employees and agents against, and will hold and save them harmless from, <br />any and all actions, claims, penalties, obligations or liabilities, in law or in <br />equity, of every kind or nature whatsoever, that may be asserted or claimed <br />by any person, firm, entity, corporation, political subdivision or other <br />organization arising out of or in any manner directly or indirectly connected <br />with the 201 O UWMPs prepared pursuant to the Consultant Agreement. As <br />between the Participating Agencies, any costs associated with the indemnity <br />and defense obligations set forth in the previous two sentences shall be the <br />financial responsibility of each Participating Agency based on the same pro <br />rata basis as the allocation of costs set forth in Section 2.1 .1 herein and <br />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 />challenge to any 201 O UWMP prepared pursuant to the Consultant <br />Agreement, the Participating Agency whose 201 O UWMP is challenged shall <br />provide a complete defense to MWDOC, its directors, officers, employees and <br />agents and shall reimburse MWDOC for all costs and expenses incurred as a <br />result of the action or proceeding, including reasonable attorney's fees. <br />4 Page 4 of 32