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thereof or which materially changes the scope of the Project. Roseville shall obtain the written authorization of RWMWD prior to approving such a change order. However, prior written authorization is not necessary if the change order presents imminent health/safety issues making prior authorization impractical. In such cases, the change order shall be seasonably presented to RWMWD for ratification. RWMWDmust not unreasonably withhold its consent to change orders resulting from unforeseen circumstances arising from the construction. 4.5 Upon final completion and final payment for the project, Roseville will own, operate and maintain the improvements at no further cost to RWMWD. 5. PAYMENT OF COSTS OF PROJECT 5.1 The cost for Improvement A will be paid for in full by RWMWD; costs for Improvement B will be paid in full by the City. Costs will include, but not be limited to, all costs related to obtaining all necessary permits and approvals for the Project, costs incurred in agreements, and any and all other costs associated with the Project. 5.2 All invoices or requests for payment will be approved and paid by Roseville. Upon issuing payment, Roseville shall provide a statement to RWMWD providing, the invoices received, and for items outside of the Project, such as those in sections 2.3 hereof. Within 30 days of the receipt of that statement, RWMWD shall pay that amount to Roseville or provide in writing a list and explanation of any amounts it disputes and pay the undisputed amount. Any disputes regarding payment shall be resolved through the dispute resolution process contained in Article 7 hereof. 5.3 If this Agreement is terminated under Section 8 hereof, both Agencies shall nevertheless be liable for the payment of their cost share which is incurred up to the date of termination of this Agreement, or as a result of termination of this Agreement. 6. SERVICES TO BE PROVIDED BY ROSEVLLLE 6.1 Roseville will provide qualified engineering employees to perform street and utility design and related technical services to the Project. All costs for Roseville Engineering services will be paid by the City of Roseville. 6.2 Roseville may, at its discretion, contract with a qualified third party to conduct or complete any or all of these services. 7. DISPUTE RESOLUTION 7.1 If a dispute arises between the Agencies regarding this agreement or the construction of the Project, the City Manager and RWMWD Administrator, or their designees, must promptly meet and attempt in good faith to negotiate a resolution of the dispute. 7.2 If the Agencies have not negotiated a resolution of the dispute within 30 days after this meeting, the Agencies may jointly select a mediator to facilitate further discussion. 7.3 If a mediator is not used or if the Agencies are unable to resolve the dispute within 30 days after the first meeting with the selected mediator, the dispute shall be adjudicated in civil court. 8. INDEMNIFICATION 8.1 The agencies agree to defend, indemnify and hold each other harmless from and against any and all claims, losses, damages, liabilities, judgments, costs and expenses (including, Page 2 of 5