Res 2012-011 - Laserfiche WebLink

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to oversizing required by the City beyond what is needed by the Developer. 8. Account. Each of the Parties agrees to pay equal sums to an account for a total amount equal to the Estimated Project Cost (the "Account'), subject to adjustments related to oversizing under paragraph 7. The Account will be for the sole purpose of covering each Party's share of the costs authorized by this Agreement. Each Party shall deposit its share of funds into the Account no later than 15 days after the Effective Date of this Agreement. Any Party that does not make its payment by the required date shall be deemed to have withdrawn from this Agreement in which event the remaining Parties may terminate this Agreement or proceed with this Agreement, subject to adjustments to the scope and cost of the Improvements and /or allocation of costs. A. Withdrawal of Funds and Payments. No funds may be withdrawn from the Account without the written consent or approval of each of the City and the Developer. Payments from the Account will be made only upon the receipt of invoices for eligible expenses for right -of -way acquisition, work or services approved by the Parties. If any funds remain in the Account after payment of all eligible costs, these amounts will be refunded to the Parties on a prorata basis within 15 days of the final payment of all eligible costs approved by the Parties. 9. City Inspection and Acceptance. The City agrees to inspect the construction of the Improvements as construction progresses, to inspect the Improvements upon completion of construction, and to accept the Improvements upon satisfactory completion, in accordance with the City's inspection and acceptance policies and procedures. The City will issue a certificate of acceptance of the Improvements to the Developer when: a) all required inspections are passed; b) the Developer submits a one -year warranty against defects in materials and workmanship in the Improvements, executed by the Developer or the Developer's contractor; and c) the Developer submits a notarized affidavit stating that all bills for labor, materials, and incidentals incurred have been paid in full, that any claims from manufacturers, materialmen, subcontractors have been released, and that there are no claims pending of which the Developer has been notified. 10. Immunity, Liability, Indemnification and Release. A. The City and County are political subdivisions of the state of Texas acting in their governmental capacities and enjoy governmental immunity. By entering into this Agreement, the City and County do not waive their governmental immunity or the limitations as to damages under the Texas Tort Claims Act, or give their consent to suit. B. The Developer agrees to and shall indemnify, hold harmless, and defend the City and County and their officers, agents, and employees front and against any and all claims, losses, damages, causes of action, suits, and liability of every kind, Including all expenses of litigation, court costs and attorney's fees, for injury to or death of any person, or for damage to any property, or for breach of contract, arising out of or in connection with the installation and construction of the Improvements under this Agreement. C. The Developer shall indemnify and hold the City and County harmless from any claims of suppliers or subcontractors for improvements constructed for the Improvements. 3