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14. The District shall reimburse the City for costs of the Improvement as follows: <br />a. The District shall pay the first $892,000 of Improvement cost. <br />b. The District and City shall each incur and pay 50% of Improvement <br />costs over $892,000 and up to $1,392,000 (up to $250,000 each). <br />c. The District may retain 10% of Improvement payment requests <br />($114,200) until final certification of completion of the Improvement. <br />d. The City shall pay 100% of Project costs in excess of $1,392,000. <br />e. Exclusive of in-kind contributions, the District’s total cash contribution <br />to the Project shall not exceed $1,142,000. <br />15. All District funds allocated to the Improvement will be provided to the City on a <br />reimbursement basis. The District will reimburse the City for invoiced expenditures <br />within 30 days of receipt, except that no reimbursement will be made until: (1) <br />Improvement design plans are certified by the City engineer as meeting design and <br />Performance Standards; (2) the District engineer has provided verification of the <br />Improvement’s ability to achieve anticipated design and Performance Standards; and (3) <br />the City has issued a “Notice to Proceed” to the selected contractor. <br />SECTION C: Access to the Improvement <br />16. As a precondition to any reimbursement under this Agreement, as required by the <br />Grant, the City shall grant the District access to the Improvement for a term beginning <br />prior to construction and ending not earlier than 25 years after completion of the <br />Project for the purposes of inspection, monitoring, and maintenance. <br />SECTION D: Miscellaneous Provisions <br />17. Compliance with Laws. The parties agree to comply with all laws, ordinances and <br />regulations of Minnesota applicable to this Agreement and the construction of the <br />Improvements. This Agreement shall be construed and enforced according to the laws <br />of Minnesota. <br />18. Indemnification. Each party will be responsible for claims and damages resulting from <br />the acts, errors and omissions of its officers, employees and agents and will defend and <br />indemnify the other party for any such claims; provided, however, that nothing in this <br />Agreement shall constitute a waiver or limitation of any immunity or limitation on <br />liability to which either party is entitled under Minnesota Statutes, Chapter 466, or <br />otherwise. <br />19. Notices. Any notices or correspondence required to be given under this Agreement or <br />any statute or ordinance shall be in writing and shall be deemed to be given if delivered <br />personally or mailed postage-prepaid by certified mail, return receipt requested: <br /> <br /> <br />1818