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Metropolitan Council 25I029 <br />II. City Responsibilities <br />A. City agrees to allow traffic detoured due to the Project to use the Route. <br />III. Maximum Total Compensation <br />A. Council will reimburse City for the Damage, including any City staff time and other <br />expenses, in a lump sum amount of $88,288. See Exhibit A for a reimbursement <br />summary. <br />IV. Method of Payment <br />A. Upon completion of the Project, City will submit to the Council an invoice. The <br />invoice shall include the Agreement number (25I029). <br />B. Council will pay this invoice within thirty (35) days of receipt. <br />V. Miscellaneous <br />A. Assignment. This Agreement will not be assigned by either Party without the prior <br />written consent of the other Party, which consent will not be unreasonably withheld <br />or delayed. <br />B. Liability. Each Parry is responsible for its own acts and omissions and the results <br />thereof to the extent authorized by law. Minnesota Statutes Chapter 466 and other <br />applicable law governing the Parties' liability. Nothing in this Agreement will be <br />construed to waive or limit any immunity from, or limitation on, liability available <br />to either Party, whether set forth in Minnesota Statutes, Chapter 466 or otherwise. <br />C. Governing Law. The laws of the State of Minnesota will govern all interpretations <br />of this Agreement, and the appropriate venue and jurisdiction for any litigation will <br />be in the County of Ramsey, State of Minnesota. <br />D. Term. The term of this Agreement will commence as of the effective date and will <br />last until December 31, 2029 or until completion of the Project, whichever is later. <br />E. Audit and Recordkeeping. As required by Minnesota Statutes, section 16C.05, <br />subdivision 5, the records, books, documents, and accounting procedures and practices <br />of City and of any subcontractor relating to work performed under the Agreement will <br />be subject to audit and examination by Council and either the legislative auditor or state <br />auditor, as appropriate, for a minimum of six years. City and any subcontractor will <br />allow Council or its designee to inspect, copy, and audit its accounts, records, and <br />business documents at any time during regular business hours, as they may relate to the <br />Page 2 of 5 28 <br />