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Separation and Release Agreement between City of Little Canada, Minnesota and Joe McGrane Page 4 of 6 If Joe McGrane rescinds this Agreement in accordance with this article, he will not receive the payment(s) set forth in Section 2.1 of this Agreement and he will be obligated to return any payments and benefits if already received pursuant to Section 2.1 of the Agreement. Section 8.2. Joe McGrane and the City have the right to rescind or reject the payment set forth in Section 2.1 of this Agreement prior to 15 calendar days after the date that the City Council approves this Agreement. Article 9. Remedies In the event that Joe McGrane breaches his obligations under this Agreement, City shall have the right to suspend payment of the compensation set forth in Section 2.1 of this Agreement and to recover, in addition to any equitable relief and damages allowed by law, payments Joe McGrane has received under Section 2.1 of this Agreement. In addition, the City shall have the right to bring a legal action for appropriate equitable relief, damages, and reasonable attorneys’ fees, if in the City’s discretion such action is necessary to enforce this Agreement. Article 10. Entire Agreement This Agreement constitutes the entire agreement among the parties hereto. No representations, warranties, covenants, or inducements have been made to any party concerning this Agreement, other than the representations, covenants, or inducements contained and memorialized in this Agreement. This Agreement supersedes all prior negotiations and oral and written agreements and understandings with respect thereto. Article 11. Amendment, Modification, or Termination This Agreement or any of its terms may only be amended, modified, or terminated by a written instrument signed by or on behalf of all of the parties hereto or their successors in interest. Article 12. Governing Law and Severability Section 12.1. This Agreement is governed by the laws of the State of Minnesota, both as to interpretation and performance. The rule of construction of interpreting a contract against its drafter will not apply to this Agreement. Section 12.2. If any provision, or any portion thereto, contained in this Agreement is held unconstitutional, invalid, or unenforceable by any branch of government with authority over such provision or portion thereto, the remainder of this Agreement shall be deemed severable, shall not be affected, and shall remain in full force and effect.