07. Red River Regional Dispatch Center Joint Powers Agreement review

3 Version Oct 13, 2022 Joint Powers Agreement, as the same was amended from time to time as described herein, shall be referred to as the “Original Joint Powers Agreement”). Section 1.02 REPEAL, REPLACE AND AMEND IN ENTIRETY. The Member Entities hereby acknowledge and agree that the Original Joint Powers Agreement is hereby repealed, replaced, and amended in its entirety with the terms and conditions of this Agreement. The terms and conditions of this Agreement shall be in full force and effect as of the Effective Date. Section 1.03 CONTINUITY OF AGREEMENTS, OBLIGATIONS, ENTITY. The Member Entities agree and acknowledge and as more fully set forth in Section 18.02 of this Agreement that the Prior Obligations of the Red River Regional Dispatch Center Authority created under the Original Joint Powers Agreement shall continue and be in full force and effect under this Agreement. The Prior Obligations are attached as Exhibit A to this Agreement. Section 1.04 PRIOR UNDERSTANDINGS. This Agreement, when executed by the Member Entities, shall be effective as of the Effective Date. All prior understandings and agreements heretofore as among the Member Entities with respect to the Dispatch Center, except as specifically set forth in Sections 22.02 and 22.03 of this Agreement, are hereby superseded and replaced in their entirety by this Agreement. This Agreement fully and completely expresses the agreement of the Member Entities with respect to the Dispatch Center and shall not be modified or amended except as set forth in Section 23.03 of this Agreement. Section 1.05 FAILURE TO APPROVE. The failure of a Member Entity to approve this Agreement by or before the ___ day of ____, 202__, shall result in this Agreement being null, void and cancelled ab initio and the Original Joint Powers Agreement shall, in such event, remain in full force and effect. ARTICLE II. DEFINITIONS AND INTERPRETATION Section 2.01 DEFINITIONS. All capitalized and bolded terms used and not otherwise defined herein shall have the meanings given to them in this Agreement and as defined in this Section unless a different meaning clearly applies from the context. “Agreement” means this Joint Powers Agreement by and between the City of Moorhead, the City of Fargo, the City of West Fargo, Clay County, and Cass County. “Annual Meeting” means a properly noticed meeting of the RRRDC Authority Board held in January of each year at a time and date to be determined by the RRRDC Authority Board. “Approved Budget” means the annual budget approved by the RRRDC Authority Board for each and every calendar year of this Agreement. “Best Efforts” means that a Member Entity and its Governing Body will act in Good Faith, act in accordance with generally accepted commercial practices, and use reasonable due diligence to undertake all action contemplated by this Agreement, in accordance with applicable federal and