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a. The City will be responsible for the future Trail Design Costs identified on <br />Exhibit B1. This includes 50% of the costs for stormwater/drainage design <br />identified in task 3.15 and 100% of the project costs relating to the remaining <br />tasks. The total estimated City Trail Design Costs are $136,771.00. <br />b. The County will be responsible for the future Trail Design Costs identified on <br />Exhibit B3. This includes 50% of the costs for stormwater/drainage design <br />identified in task 3.15. The total estimated County Trail Design Costs are <br />$26,642.00. <br />The final future Trail Design Costs shall be determined based on the actual <br />approved costs for incorporating the Trail Project pursuant to the terms of the <br />County's design contract. The County will ensure that the Trail Design Costs <br />do not exceed $163,413.00 without prior written approval by the County, <br />which the County will not provide without first consulting with the City. <br />3.3 Payments to Contractor. For purposes of paying the County's contractor for the <br />Trail Design Costs, the County will process all payment requests from the contractor and <br />will approve or deny the requests as appropriate, pursuant to the terms of the contract. <br />3.4 Payments to the County. After payment is made by the County for the future <br />Trail Design Costs, the County will submit an invoice to the City for reimbursement of <br />the City's share of the future Trail Design Costs. Payment shall be made to the County <br />within 35 days of when an invoice is received by the City. <br />4. General Provisions. <br />4.1 Entire Agreement; Amendments. This Agreement constitutes the entire <br />agreement and understanding of the parties with respect to the subject matter hereof and <br />supersedes all prior and contemporaneous agreements, documents and proposals, oral or <br />written, between the parties with respect thereto. Any amendment or modification to this <br />Agreement shall not be valid unless such amendment or modification (i) is in writing and <br />signed by authorized representatives of both parties and (ii) references this Agreement. <br />The terms and conditions of the exhibits are integral parts of this Agreement and are fully <br />incorporated herein by this reference. <br />4.2 Cooperation. The parties agree to cooperate in the use of resources, including <br />available right-of-way to complete the project as a whole, to the extent feasible and to the <br />extent permitted by law. The parties further agree to cooperate in the administration of <br />the contract and completion of the project, including cooperating in resolving any <br />disputes the parties may have with the contractor(s) both during the project and following <br />completion of the project. The Parties further anticipate a future cost share agreement <br />relating to the construction of the Trail Project as part of the County's CSAH 33 project. <br />