|
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br /> Project based on the Project Contractor's bid (the "Actual Projected Project Cost") and
<br /> each Party's respective fair share proportion of the Actual Project Cost in accordance
<br /> with the Exhibits "C-1" and "C-2," respectively. Prior the commencement of
<br /> construction of the Westminster Avenue Sewer Project, City shall invoice District for,
<br /> and District shall pay City one-half (1/2) of District's fair share proportion of the Actual
<br /> Projected Project Cost.
<br /> 2.2. Following completion of the Westminster Avenue Sewer Project, City and District shall
<br /> determine the actual final total cost of the Westminster Avenue Sewer Project, including
<br /> any additional costs attributable to approved CCOs, (tile "Actual Final Project Cost")
<br /> and each Party's respective fair share proportion of the Actual Final Project Cost in
<br /> accordance with Exhibit "C." Upon the later to occur of (i) one year from the date of
<br /> District's first payment to City pursuant to Section 2. 1, or (ii) thirty (30) days following
<br /> approval of a Notice of Completion for the Westminster Avenue Sewer Project, City
<br /> shall invoice District for, and District shall pay City, the difference between District's
<br /> fair share proportion of the Actual Final Project Cost and the amount of District's first
<br /> payment made pursuant to Section 2.1.
<br />
<br /> 3. Ownership and Future Maintenance of Facilities Following Completion of Project. The
<br /> ownership and responsibility for future operation and maintenance of the share sewerage
<br /> facilities constructed pursuant to the Westminster Avenue Sewer Project shall be governed by
<br /> the Agreement for Joint Use of Sewerage Facilities in effect between the Parties. Any and all
<br /> improvements within the territorial jurisdiction of the District and designated as District
<br /> owned improvements pursuant to the Agreement for Joint Use of Sewerage Facilities shall
<br /> become the sole property of the District when finally approved and accepted by District. Any
<br /> and all improvements within the territorial jurisdiction of the City and designated as City
<br /> owned improvements pursuant to the Agreement for Joint Use of Sewerage Facilities shall
<br /> become the sole property of the City when finally approved and accepted by City.
<br /> 4. Indemnity. Each Party hereby agrees to indemnify, defend, protect and hold harmless the
<br /> other Party, and its elected and appointed officials, officers, employees, representatives,
<br /> volunteers, and agents from and against any and all claims (including, without limitation,
<br /> claims for bodily injury, death or damage to property), demands, workers' compensation
<br /> benefits, obligations, damages, actions, causes of action, suits, losses, judgments, fines,
<br /> penalties, liabilities, costs and expenses of any kind or nature, arising from the activities of
<br /> the indemnitor or its officers, agents, or employees on the Project, or any breach of contract,
<br /> negligent acts, omissions or breach of law, or willful misconduct of the indemnitor, or its
<br /> officers, agents, or employees arising out of the performance of, or failure to perform, any
<br /> provisions of this Agreement. Neither Party assumes liability for the acts or omissions of
<br /> persons other than each Party's respective officers, agents, or employees. In the event
<br /> judgment is entered against both Parties because of joint or concurrent negligence of both
<br /> Parties, or their officers, agents, or employees, an apportionment of liability to pay such
<br /> judgment shall be made by a court of competent jurisdiction. The respective obligations of
<br />
<br /> 4
<br /> 912756.1
<br />
<br />
<br /> 23A-10
<br />
|