07. Red River Regional Dispatch Center Joint Powers Agreement review

48 Version Oct 13, 2022 Entity shall be removed from the RRRDC Authority Board and this Agreement. A Member Entity can only be removed from the Red River Regional Dispatch Center Authority and this Agreement pursuant to this Section by an affirmative vote of a simple majority of all the Member Entities. The Member Entity’s petition to withdraw from the Red River Regional Dispatch Center Authority will be included in the determination of whether a majority of all Member Entities voted. Upon the affirmative vote of a majority of all the Member Entities the Member Entity shall be removed from the RRRDC Authority Board and this Agreement. Unless otherwise specifically determined by motion or resolution of the Red River Regional Dispatch Center Authority, the withdrawal of a Member Entity shall be deemed to take effect January 1st of the year following the decision authorizing such withdrawal. Section 21.07 MEMBERSHIP OF THE BOARD UPON REMOVAL OR WITHDRAWAL. In the event a Member Entity is removed from the Red River Regional Dispatch Center Authority and this Agreement pursuant to Section 21.05 of this Agreement, and/or a Member Entity voluntarily withdraws from the Red River Regional Dispatch Center Authority and this Agreement pursuant to Section 21.06 of this Agreement, that Member Entity shall be known as a Former Member Entity and and the RRRDC Authority Board, the make-up of which is described in Section 5.01, shall be reduced in number accordingly. Section 21.08 NO IMPAIRMENT OF DEBT OBLIGATION AND/OR DISPATCH CENTER AGREEMENT. In the event that a Member Entity’s rights are suspended under this Agreement pursuant to Section 21.02 of this Agreement, and/or a Member Entity withdraws from or is removed from the Red River Regional Dispatch Center Authority, such action shall not impair, revoke, repeal, or amend the Defaulting Member Entity’s obligations, if any, under Debt Obligations issued for the Dispatch Center by the Defaulting Member Entity and/or obligations the Defaulting Member Entity may have under the Dispatch Center Agreement. Further, in the event this Agreement is terminated, such termination will not be construed so as to terminate any Debt Obligation issued by a Member Entity. Section 21.09 Payment to Departing Member of Equivalent of Equity - Valuation. The Member Entities recognize that their participation in this Agreement and consequently in the Red River Regional Dispatch Center Authority established by this Agreement does not create or establish any form of equity in the joint powers entity, however, this Agreement, in Section 19.03 of this Agreement, provides for a distribution of assets in the event of Termination of this Agreement and, in the same manner, in the event that a Member Entity is removed from the Red River Regional Dispatch Center Authority, the removed Member Entity shall be entitled to receive payment for the departing Member Entity’s share of the fair market value of the assets of the Red River Regional Dispatch Center Authority, offset by liabilities, said payment to be determined by agreement between the departing Member Entity and remaining Member Entities. The agreement by the remaining Member Entities shall be determined by approval of a majority of the remaining said Member Entities. 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. Said payment shall be made to the departing Member Entity within six (6) months of the date of removal but in no event shall such payment be payable until any Dispatch Center Property that had been contributed by a Member Entity has been transferred to, and titled in, the