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<br /> 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 2010 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 /> <br /> 4. Independent 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 2010 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 2010 UWMP prepared pursuant to the Consultant <br /> Agreement, the Participating Agency whose 2010 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 <br /> <br />