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make decisions based on consensus of the members. The committee <br />shall convene at least one time each calendar year to review and <br />modify, as necessary, the operating guidelines for the Project, <br />including recommending fees to be charged by the County for <br />operating the Project. <br />7. Term and Termination <br />a. Term. This Agreement shall be effective for five (5) years <br />beginning on the date of execution by Ramsey County. <br />b. Termination before five years If the Parties agree to <br />terminate the Project before the term has expired, all <br />Parties shall be obligated for any reimbursement of grant <br />funds required by the state and reimbursement of a share of <br />Ramsey County's start -up costs. Each Party's contribution <br />toward the reimbursement shall be calculated based upon the <br />percent of miles of streets and roads within the jurisdiction <br />of each party, of the total miles of all parties. In the <br />event state reimbursement is required and Ramsey County <br />desires to retain the equipment, the County will pay to the <br />other Parties the share of reimbursement paid by them to the <br />State. <br />in the event that termination is necessary due to loss of an <br />operation site, zoning or permitting issues, or a failure of <br />the equipment to produce a usable product, Ramsey County will <br />have the discretion to terminate the Project upon thirty (30) <br />days written notice to the other Parties. In such event the <br />Page 17 <br />