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described in the Agreement, and Title is not obligated to act except in accordance with the terms and conditions of this Agreement. Title does not insure that the Improvements will be completed, nor does it insure that the Improvements when completed will be in accordance with the Plans and Specifications, nor that sufficient funds will be available for the completion, nor does it assume any liability for same other than procurement as one of the conditions precedent to each disbursement. Title has no liability for loss caused by an error in the certification furnished it hereunder as to work in place. Title shall not be responsible for any loss of documents or funds while such documents or funds are not in its custody. Documents or funds which are deposited in the United States mail shall not be construed as being in the custody of Title. 11. Indemnification of Title. The Association agrees to indemnify Title against all losses, claims, damages, liability and expenses, including without limitation costs and investigation and legal counsel fees which may be incurred or imposed upon Title in connection with Title's performance of its duties under this Agreement, including without limitation any litigation or other non judicial proceedings arising from this Agreement or the subj ect matter thereo£ Notwithstanding the foregoing or any other provision of this Agreement, the Association shall have no obligation to indemnify Title in connection with Title's negligent performance of its duties under this Agreement or breach of this Agreement. 12. Title and Escrow Charges. The Association shall pay to Title disbursing charges as they are determined, together with real estate search update charges. The Association shall pay to Title an administrative fee of not less than $250.00 (or more in the event of a non-routine draw, which may be considered non-routine because of unresolved liens, insufficient proj ect or lien waiver documentation, disputes between parties, etc.; provided that Title will agree to contact the City and the Association in the event a non-routine draw occurs and will seek further instruction from the City and the Association regarding the non-routine draw prior to imposing an additional fee)) per disbursement, which along with any title search update and endorsement fees, are due and payable at the time of funds disbursement. Title acknowledges receipt of the sum of $1,000.00 from the Association as a deposit against such charges. 13. No IRS-1099 Reportin�bv Title. The parties acknowledge that the City shall be responsible for creating, furnishing or reporting any IRS 1099 notices for any payments disbursed under this Agreement. 14. Miscellaneous. This Agreement shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that Title may not assign its duties hereunder without the prior written consent of the City and the Association. This Agreement can be amended or modified only by a writing signed by the parties hereto. This agreement shall be governed by the laws of the State of Minnesota. 15. Waiver. The City may, with notice to and written consent from the Association, waive any or all conditions for disbursement set forth in this Agreement. However, the making of any disbursement prior to fulfillment of any condition therefor shall not be construed as a waiver of such 5 1 a�o6�ers