07. Red River Regional Dispatch Center Joint Powers Agreement review

44 Version Oct 13, 2022 Section 18.02 EFFECT. This Agreement is effective on the Effective Date and is a revision and comprehensive amendment to the Original Joint Powers Agreement as it existed on, as amended. Nothing in this Agreement is to be construed to modify, abrogate or abridge (a) the rights, duties, liabilities, privileges, or immunities of the Red River Regional Dispatch Center Authority, (b) the Prior Obligations, (c) pending or contemplated litigation, , or (d) the current Bylaws and Resolutions of the Red River Regional Dispatch Center Authority. This amendment is not to be construed to affect, modify, or repeal any law of the State of North Dakota or the State of Minnesota applicable to the Red River Regional Dispatch Center Authority. Section 18.03 PRIOR OBLIGATIONS. The Prior Obligations have been fully disclosed to the Member Entities. ARTICLE XIX. TERM AND TERMINATION OF THE AGREEMENT Section 19.01 TERM. This Agreement shall be for an indefinite term and shall continue until terminated or rescinded in accordance with the terms and conditions of this Agreement. Section 19.02 TERMINATION. This Agreement may only be terminated by the mutual consent of all the Member Entities, but not including any Former Member Entities, evidenced by identical resolutions adopted by the Governing Bodies of each Member Entity. Provided that this Agreement may not be terminated prior to the retirement of any Debt Obligation issued to finance the Dispatch Center, and/or until all obligations and liabilities under the Dispatch Center Agreement have been irrevocably discharged in full. Any termination will be without prejudice to any obligations or liabilities of any parties already accrued prior to termination. Section 19.03 DISTRIBUTION OF FUNDS AND PROPERTY. Upon the termination of this Agreement, and only after all obligations and liabilities under the Dispatch Center Agreement have been irrevocably discharged in full, the Red River Regional Dispatch Center Authority shall provide for the distribution of all Red River Regional Dispatch Center Authority assets in the following manner: (a) Dispatch Center Property contributed by a Member Entity shall be transferred to and titled in the name of Cass County, unless Cass County has become a Former Member Entity in which case the transferee shall be determined by agreement of the Member Entities, (b) any remaining Dispatch Center Property, which is determined to be unnecessary for the Dispatch Center, may be sold or liquidated prior to distribution; and (c) any remaining assets shall be divided in proportion to the contributions of the Member Entities in and conformance with the cost allocation formula for other-than-annual-operations set forth in Article XII, Section 12.04 of this Agreement. If the Member Entities do not agree on the fair market value of a non- liquid asset, the Red River Regional Dispatch Center Authority may submit the item to a professional appraiser, whose written opinion of the fair market value shall be conclusive. ARTICLE XX. DISPUTE RESOLUTION Section 20.01 INTENT AND PROCEDURE. The Member Entities shall cooperate and use their Best Efforts to ensure that the various provisions of this Agreement are fulfilled. The