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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, (the "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 />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 or 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
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<br />912756.1
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