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Page 4 of 11 <br />3.11.Termination <br />3.11.1.The County may immediately terminate this Agreement if any proceeding or the other <br />action is filed by or against any other party seeking reorganization, liquidation, <br />dissolution, or insolvency of such party under any law relating to bankruptcy, <br />insolvency, or relief of debtors. <br />3.11.2.If a City breaches any material terms or conditions of this Agreement, the County may, <br />without prejudice to any right or remedy, give the breaching party fourteen (14) calendar <br />days written notice of its intent to terminate this Agreement, specifying the asserted <br />breach. If the breaching party fails to cure the deficiency within the fourteen (14) day <br />cure period, this Agreement shall terminate upon expiration of the cure period. <br />3.11.3.The County may terminate this Agreement without cause upon giving at least thirty (30) <br />calendar days written notice thereof to the Cities. <br />3.11.4.Any City may terminate its participation in this Agreement without cause upon giving at <br />least thirty (30) calendar days written notice thereof to the other parties. <br />3.11.5.Any party may immediately terminate this Agreement if any proceeding or other action <br />is filed by or against any other party seeking reorganization, liquidation, dissolution, or <br />insolvency of such party under any law relating to bankruptcy, insolvency or relief of <br />debtors. <br />3.11.6.In the event of termination of this Agreement pursuant to this section, funds will be <br />distributed and payment of liabilities will occur as follows: <br />3.11.6.1.The County will pay any outstanding expenses incurred by VCET, including <br />reimbursing the Cities for any overtime expenses incurred as a result of <br />participation in VCET. <br />3.11.6.2.After all expenses have been paid as outlined above, any remaining funds will be <br />returned to the source of the grant funding. <br />3.12.Interpretation of Agreement; Venue <br />The Agreement shall be interpreted and construed according to the laws of the State of <br />Minnesota. All litigation regarding this Agreement shall be venued in the appropriate State or <br />Federal District Court in Ramsey County, Minnesota <br />3.13.Dispute Resolution and Escalation Procedures <br />In the event of a dispute, the disputing party will speak with the VCET commander. The disputing <br />party and the VCET commander will work together to try to resolve the dispute. If both parties fail <br />to come to a mutual agreement to resolve the dispute, the parties will engage in good faith <br />negotiation to resolve the dispute before resorting to legal process. Negotiation may include <br />mediation or arbitration through third parties if both parties agree. Nothing communicated during <br />the course of negotiation, mediation or arbitration may be used against either party in legal process <br />if the dispute is not resolved. <br />3.14.Severability <br />37