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DocuSign Envelope ID:040056EC-0D41-4D98-9C65-E01AE876A6AB <br /> distribution, or administration of Opioid Settlement Funds has violated any <br /> applicable ethics codes or rules, a complaint shall be lodged with the appropriate <br /> forum for handling such matters. <br /> 3. If a Party believes another Party, Region, or individual involved in the receipt, <br /> distribution, or administration of Opioid Settlement Funds violated any Minnesota <br /> criminal law, such conduct shall be reported to the appropriate criminal <br /> authorities. <br /> D. Amendments. The Parties agree to make such amendments as necessary to implement <br /> the intent of this MOA. <br /> E. Applicable law and venue. Unless otherwise required by the National Settlement <br /> Agreements or a Bankruptcy Resolution, this MOA, including any issues related to <br /> interpretation or enforcement, is governed by the laws of the State of Minnesota. Any <br /> action related to the provisions of this MOA must be adjudicated by the Ramsey County <br /> District Court. If any provision of this MOA is held invalid by any court of competent <br /> jurisdiction, this invalidity does not affect any other provision which can be given effect <br /> without the invalid provision. <br /> F. Relationship of this MOA to other agreements and resolutions. All Parties acknowledge <br /> and agree that the National Settlement Agreements will require a Participating Local <br /> Government to release all its claims as provided in the National Settlement Agreements <br /> to receive direct allocation of Opioid Settlement Funds. All Parties further acknowledge <br /> and agree that based on the terms of the National Settlement Agreements, a Participating <br /> Local Government may receive funds through this MOA only after complying with all <br /> requirements set forth in the National Settlement Agreements to release its claims. This <br /> MOA is not a promise from any Party that any National Settlement Agreements or <br /> Bankruptcy Resolution will be finalized or executed. <br /> G. When MOA is no longer in effect. This MOA is effective until one year after the last <br /> date on which any Opioid Settlement Funds are being spent by the Parties pursuant to the <br /> National Settlement Agreements and any Bankruptcy Resolution. <br /> H. No waiver for failure to exercise. The failure of a Party to exercise any rights under this <br /> MOA will not be deemed to be a waiver of any right or any future rights. <br /> I. No effect on authority of Parties. Nothing in this MOA should be construed to limit the <br /> power or authority of the State of Minnesota, the Attorney General, or the Local <br /> Governments, except as expressly set forth herein. <br /> J. Signing and execution. This MOA may be executed in counterparts, each of which <br /> constitutes an original, and all of which constitute one and the same agreement. This <br /> MOA may be executed by facsimile or electronic copy in any image format. Each Party <br /> represents that all procedures necessary to authorize such Party's execution of this MOA <br /> have been performed and that the person signing for such Party has been authorized to <br /> execute the MOA in an official capacity that binds the Party. <br /> 13 <br />