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MnDOT Contract No.: 1056358 <br /> 12. Governing Law;Jurisdiction;Venue <br /> Minnesota law governs the validity, interpretation, and enforcement of this Agreement. Venue for all legal <br /> proceedings arising out of this Agreement, or its breach, must be in the appropriate state or federal court with <br /> competent jurisdiction in Ramsey County, Minnesota. <br /> 13. Termination; Suspension <br /> 13.1. By Mutual Agreement. This Agreement may be terminated by mutual agreement of the parties or by the <br /> State for insufficient funding as described below. <br /> 13.2. Termination for Insufficient Funding. The State may immediately terminate this Agreement if it does not <br /> obtain funding from the Minnesota Legislature, or other funding source; or if funding cannot be continued <br /> at a level sufficient to allow for the payment or the provision of the services covered here.Termination <br /> must be by written or fax notice to the City.The State will not be assessed any penalty if this Agreement is <br /> terminated because of the decision of the Minnesota Legislature, or other funding source, not to <br /> appropriate funds. <br /> 13.3.Suspension. In the event of a total or partial government shutdown,the State may suspend this <br /> Agreement and all work, activities, performance, and payments authorized through this Agreement. <br /> 14. Force Majeure <br /> No party will be responsible to the other for a failure to perform under this Agreement (or a delay in <br /> performance), if such failure or delay is due to a force majeure event. A force majeure event is an event beyond <br /> a party's reasonable control, including but not limited to, unusually severe weather, fire,floods, other acts of <br /> God, labor disputes, acts of war or terrorism, or public health emergencies. <br /> [The remainder of this page has been intentionally left blank] <br /> -5- <br /> Construction within State R/W& Maintenance (Cooperative Agreements) <br />