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43 Roseville will be the contracting party and will use ordinary and prudent efforts to require that the Project is constructed in compliance with approved plans and specifications and completed with reasonable prompmess. 4.4 Roseville will notify Falcon Heights of any change order which increases the cost of any individual construction contract for the Project by more than $5,000 of the original amount thereof or which materially changes the scope of the Project. Roseville shall obtain the written authorization of Falcon Heights prior to approving such a change order. However, prior written authorization is not necessary if the change order presents imminent healthlsafety issues making prior authorization impractical. In such cases, the change order shall be seasonably presented to Falcon Heights for ratification. Falcon I-Ieights must not unreasonably withhold its consent to change orders resulting from unforeseen circumstances arising from the construction. 5. PAYMENT QF COSTS OF PROJECT 5.1 A�1 costs of the Project will be paid for by the City where that portion of the project is located in. 5.2 AIl invoices or requests for payment will be approved and paid by Roseville. Within 10 days of the end of each calendar month, Roseville shall provide a statement to Falcon Heights showing the prior month's activity, the invoices received and the amount Falcon Heights owes to Roseville for the Project. Within 30 days of the receipt of that statement, Falcon Heights 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. 53 If this Agreement is terminated under Section 8 hereof, both cities 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 ROSEVILLE — 6.1 Roseville will provide qualified engineering employees to for the work described — as the project as discussed in the JOINT POWERS AGREEMENT FOR THE CITY OF — FALCON HEIGHTS PART-TIME UTILIZATION OF CITY OF ROSEVILLE ENGINEERING EMPLOYEES 7. DISPUTE RESOLUTION 7.1 If a dispute arises between the Cities regarding this agreement or the construction of the Project, the City Manager and City Administrator of each city, or their designees, must promptly meet and attempt in good faith to negotiate a resolution of the dispute. 7.2 If the Cites have not negotiated a resolution of the dispute within 30 days after this meeting, the Cities may jointly select a mediator to facilitate further discussion. 73 If a mediator is not used or if the Cities 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. .�