Res 2012-155 - Laserfiche WebLink

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and will be prepared by a certified public accounting firm. If the audit report discloses actual errors in the books and records such that the charges assessed to the other Party are in error then such error will be corrected for the period up to four years from the date the erroneous charge was paid and all payments reconciled over the subsequent twelve month period beginning with the audited Party's fiscal year. If the error identified in the audit is greater than the cost of the audit, the audited Party will reimburse the requesting Party the cost of the audit. T. Assumption of the Risk; Indemnification. San Marcos /Texas State University shall assume all risks associated with its contractor's performance of the Conservation Measures associated with the approved Application under this Funding Contract, and shall waive any claim against the EAA and other participants for damages arising out of the performance of such Conservation Measures. Additionally, to the fullest extent allowed by law, San Marcos /Texas State University agrees on behalf of itself and its successors and assigns to defend, save and hold harmless the EAA and their officers, directors, and employees from and against any and all claims, losses, expenses, costs, demands, judgments, causes of action, suits, and liability for personal injury or property damage (including but not limited to all costs of defense, such as fees and charges of attorneys, expert witnesses, and other professionals and all court or other dispute resolution costs) resulting from the negligence or other wrongful acts or omissions of San Marcos /Texas State University or an officer, director, employee, contractor, or subcontractor of San Marcos /Texas State University in the performance or implementation of the Conservation Measures associated with the approved Application associated with this Funding Contract. U. Goods and Services. The Parties agree that the mutual commitments stated in this Funding Contract to provide operational, regulatory and implementation services in execution of the EAHCP constitute an agreement by each Party for providing goods and services to the other Party, that payments due from the EAA and the mutual provision of goods and services are amounts due and owing under this Funding Contract, and that this Funding Contract is subject to Chapter 271, Subchapter I, Texas Local Government Code. The Parties hereby waive the defense of immunity from suit for the purpose of adjudicating a claim for breach of this Agreement, subject to the limitations and conditions in Chapter 271, Subchapter 1, of the Texas Local Government Code. V. Ownership and Disclosure of Materials. (1) All information, documents, property and materials produced, created or supplied under this Funding Contract, whether by the EAA, San Marcos /Texas State University, its employees, agents, contractors, or subcontractors or anyone else, and whether finished or unfinished or in draft or final form, will be the property of San Marcos /Texas State University. Said materials shall be provided to the EAA upon request for archival purposes, for the development of the EAHCP administrative record, and to reflect San Marcos /Texas State University's work performed, including after expiration or termination of the Funding Contract. The EAA shall have unlimited rights to technical and other data resulting directly from the performance of the Conservation Measures associated with the approved Application and this Funding Contract. San Marcos /Texas State University will also cooperate fully with the EAA by sharing information and documentation in the development of the EAHCP annual report as more specifically set forth in subparagraph Y below. 13 of 15