MUNICIPAL WATER DISTRICT OF ORANGE COUNTY (MWDOC)

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CITY for 1,500 ULF toilets or $4.67 per ULF toilet to be distributed and installed within the CITY's service area as described in this Agreement. Said contribution shall be paid to MWDOC upon commencement of the Project. If the total number of ULF toilets distributed and installed by September 30, 1998 is less than the 1,500 ULF toilets as detennined either by the participation rate or by the verification procedure indicating a less than 98% installation rate, then I will reimburse the CITY at Project end, at the rate of $4.67 for each ULF toilet of the agreed upon 1,500 not distributed and installed in the CITY's service area. MWD requires monthly reporting for the Project. Additionally, for USBR reporting compliance, MWDOC will be responsible for providing MWD with a Project report and, if' applicable, an interim report. M7NDOC will provide copies of the required reports to the CITY at the same time that they are Submitted to MWD MWDOC shall provide all necessary services and materials for the Project (Exhibit A). All materials and supplies necessary to implement the Project shall be the exclusive property of MWDOC. The CITY has no ownership, right, title, security interest, or other interest in any Project facilities, materials or supplies, nor any rights, duties, or responsibilities, for operation or maintenance thereof. NFWDOC agrees that it shall obtain from the Project participants a product release form delegating ownership rights, title and security interest to the Project customer. The product release form requires the owner/manager to release, MWDOC, MWD, USBR and the CITY from any obligations, warranties, or liabilities in connection with the materials, supplies and installation. As lead agency for the Project, MVVDOC is responsible for assuring that, the Project complies with the California Environmental Quality .Act. MWDOC and the CITY each agree that it is responsible for its own actions under this Agreement and agrees to indemnify and hold the other party and its officers and agents harmless, and agrees to defend the other party against any claim or asserted liability arising out of its actions, either willful or negligent, or its actions in implementing the PrCtiza. Such indemnity will include any losses relating to any claim made whether or not a court action is filed, and will include attorney fees and administrative and overhead costs related to arising out of such claim or asserted liability. Audit and Records MWDOC, the CITY, and their authorized representatives agree to provide data and information as required by the other parties to implement the Project and evaluate Project implementation, costs, and water savings, NIWDOC and the CITY will make available for inspection to other parties upon reasonable advance notice, all records, books, computer files, and other documents relating to Project. 3 MUNICIPAL WATER DISTRICT OF ORANGE COUNTY