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Exhibit C-1 SPECIAL PROVISIONS 1. EFFECTIVE DATE This Agreement will become effective upon the date City obtains all signatures required by Minnesota Statutes. 2. GOVERNING LAW, JURISDICTION, AND VENUE Minnesota law, without regard to its choice -of -law provisions, governs this Agreement. Venue for all legal proceedings arising out of this Agreement, or its breach, will be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. 3. CANCELLATION If for any reason the project funding source is inadequate to complete the project, the CITY shall immediately notify the COMPANY and work shall be suspended. The COMPANY will be entitled to reimbursement for services performed before the notice of suspension. 4. OFFICIAL CAPACITY The City is acting in an official capacity only and is not personally responsible or liable to the Company or to any person or persons whomsoever for any claims, damages, actions, or causes of action of any kind or character arising out of or by reason of the execution of this Agreement or the performance or completion of the project. 5. DATA DISCLOSURE Under Minnesota Statutes Section 270C.65, and other applicable law, the Company consents to disclosure of its social security number, federal employer tax identification number, and/or Minnesota tax identification number, already provided to the State, to federal and state tax agencies and City personnel involved in the payment of City obligations. These identification numbers may be used in the enforcement of federal and state tax laws which could result in action requiring the Company to file state tax returns and pay delinquent state tax liabilities, if any. 6. WORK REPORTS The Company will furnish the City's Engineer in charge of the project: a. "Form 21191, Minnesota Department of Transportation, Daily Utility Report", or equivalent approved by the City's engineer showing the number of people on 0904/SCP -9-