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5 <br /> <br />9. AUDIT. <br /> <br /> The Consultant shall maintain complete and accurate records with respect to costs incurred <br />and services performed under this Agreement for a period of at least six (6) years after the <br />termination of this Agreement. Pursuant to Minnesota Statute § 16C.05, Subd. 5, the <br />Consultant shall allow the Legislative or State Auditor, access to the records of the <br />Consultant at reasonable hours, including all books, records, documents, and accounting <br />procedures and practices of the Consultant relevant to the subject matter of the Agreement, <br />for purposes of audit. <br /> <br />10. NOTICE. <br /> <br /> Any notices required or permitted to be given under this Agreement: (i) shall be in writing <br />signed by or on behalf of the party making the same; (ii) shall be deemed given or delivered <br />(a) if delivered personally, when received, (b) if sent from within the United States by <br />registered or certified mail, postage prepaid, return receipt requested, on the third business <br />day after mailing, or (c) if sent by messenger or reputable overnight courier service, on the <br />next business day after mailing; and (iii) shall be addressed to each party at its address set <br />forth in this Agreement, or at such other address as the parties shall designate in writing by <br />personal delivery, certified mail, or overnight courier service. <br /> <br />11. DISPUTES. <br /> <br /> The Consultant’s Authorized Representative and the City’s Authorized Representative <br />shall meet and confer in good faith on any issue that arises under this Agreement. This <br />meet and confer shall be a condition precedent to either party’s exercise of the rights and <br />remedies they may have under this Agreement or at law with respect to the claim, dispute <br />or other matter. <br /> <br />12. TERMINATION AND SUSPENSION. <br /> <br />12.1 With Cause. This Agreement may be suspended or terminated by the City if the <br />Consultant violates any of the terms or conditions of this Agreement. <br /> <br />12.2 Without Cause. Either party may terminate this Agreement without cause by giving <br />at least 30 days written notice to the other party. Upon receipt of a notice of such <br />termination, the Consultant shall take all action necessary to discontinue work or <br />further commit City funds. <br /> <br />12.3 Payment Upon Termination. All funds paid to Consultant under paragraph 4.1 that <br />are unspent as of the date the Agreement is terminated shall be returned <br />immediately to the City. The City shall have no further obligation to make any <br />outstanding installment payments provided for under paragraph 4.1 in the event this <br />Agreement is terminated. <br /> <br />13. GENERAL PROVISIONS. <br />Page 62 of 322