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~. <br />. were in excess of..the amounts to which City was entitled under <br />this Contract,. City shall promptly pay to MWMC the amount of such <br />excess. If the excess is greater than 1~ of the amount paid by <br />MWMC for the Work,'City shall also reimburse MWMC the reasonable <br />costs incurred by MWMC in performing the audit. <br />7. Indemnification. To the extent legally possible City shall <br />indemnify and hold harmless MWMC, its ~officers, agents and <br />employees, from .and against any and all claims, actions, <br />liabilities, costs, including costs of defense, arising out of or <br />in any way related to performance of or failure to perform this <br />Contract by City, its employees, agents, officers and <br />contractors. In the event any such action or claim is brought <br />against MWMC,. City shall upon MWMC's tender, defend the same at <br />its sole cost and expense, promptly. satisfying any judgment <br />adverse to MWMC or to MWMC and City jointly, and reimburse MWMC <br />for any loss, cost, damage or expense (including legal fees) <br />suffered or incurred by MWMC. <br />8. Subcontractincr. City may subcontract all or part of the <br />Work but shall remain responsible under this Contract to MWMC for <br />performance of the Work: MWMC shall incur no obligation to any <br />subcontractor of the City and City shall indemnify, defend and <br />hold MWMC harmless from all claims of City's subcontractors. <br />9. Compliance with Laws. City shall comply with all applicable <br />federal, state and local laws, rules, ordinances and regulations <br />at all times and in the`performance of the Work. <br />10. Ownership of the Work. Except for any vendor's proprietary <br />Intergovernmental Contract - 4 <br />