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Roseville will apply federal transportation funds to all qualifying items in the Streetscape Project — estimated to be 80% of the construction cost. St. Paul shall reimburse Roseville for tr.e actual preliminary engineering and design costs needed to prepare plans and specifications for the improvements in St. Paul. This amount is estimated will not exceed $25,000. Upon award of a construction contract by Roseville, St. Paul shall advance to Roseville an amount equal to St. Paul's share of the construction amount minus anticipated federal grant contributions plus St. Paul's share of actual preliminary engineering and design. Estimated to be: St. Paul share of construction $52 1,600 Anticipated federal grant ($4 17 280) , St. Paul's share of preliminary eng. and design. $25,000 Total to be advance by St. Paul $129,320 7. St. Paul shall reimburse Roseville twelve percent (12%) of its share of the construction cost. as determined by the final amount due to the contractor, as a construction engineering fee (Estimated to be $62,600). 8. Upon final completion of the work, Roseville will prepare a final cost participation breakdown based on the completed construction contract. Roseville will add to St. Paul's final construction cost St. Paul's construction engineering fee and deduct any federal grant funds and funds previously advanced by St. Paul. St. Paul agrees to pay Roseville any amount due within 90 days from the date of an invoice from Roseville. In the event that St. Paul has advanced funds greater than is due, Roseville shall refund the amount to St. Paul without interest. 9. St. Paul shall be responsible for all future maintenance of all items constructed under the contract located on the south side of the roadway. Roseville shall be responsible for all future maintenance of all items constructed under the contract located north of the roadway and within the street medians. 10. St. Paul and Roseville agree to indemnify each other and hold each other harmless from any and all claims, causes of action, lawsuits, judgements, charges, demands, costs, and expenses, including, but not limited to, interest involved therein and attorneys' fees and costs and expenses connected therewith, arising out of or resulting from the failure of either party to satisfy the provisions of this Agrcement or for damages caused to fourth parties as a result of the manner in which St. Paul or Roseville perform or fail to perform duties imposed on each party by the terms of this Agreement. Nothing herein shall constitute a waiver by either party of the limits or liability provided by Minnesota Statutes, Chapter 466 or other applicable law. 11. This agreement shall remain in full force and effect until terminated by mutual agreement of St. Paul and Roseville.