07. Red River Regional Dispatch Center Joint Powers Agreement review

49 Version Oct 13, 2022 Red River Regional Dispatch Center Authority or one of its remaining Member Entities as determined by the Red River Regional Dispatch Center Authority. A withdrawing Member Entity is deemed to have forfeited any right to receive payment for said withdrawing Member Entity’s share of the assets of the Red River Regional Dispatch Center Authority and, therefore, in the event that a Member Entity withdraws from the Red River Regional Dispatch Center Authority, no payment is to be made to the withdrawing Member Entity for any share of the fair market value of said assets. As provided in Article XXIV, this Section is subject to the recoupment rights of the City of Moorhead and of Clay County as provided in Section 24.07. ARTICLE XXII. MISCELLANEOUS COVENANTS Section 22.01 SUB-JOINT POWERS AGREEMENTS. The Member Entities acknowledge and agree that because the Dispatch Center benefits property located in both the states of Minnesota and North Dakota, the Member Entities may enter into sub-agreements with non- member or Member Entities for the purpose of fulfilling their obligations, allocating total costs of the Dispatch Center, and/or exercising the authority defined therein. The Member Entities agree and acknowledge that they will submit drafts of sub-joint powers agreements adopted under this Section to the Red River Regional Dispatch Center Authority for review and comment prior to approval. ARTICLE XXIII. GENERAL PROVISIONS Section 23.01 COMPLETE AGREEMENT. Except as more fully set forth in Section 12.02 of this Agreement, this Agreement contains all negotiations and agreements between the Member Entities. No other understanding regarding this Agreement, whether written or oral, may be used to bind any Member Entity. Section 23.02 SUPPLEMENTAL AGREEMENTS. The Member Entities may enter into supplemental and/or additional agreement(s) that may be necessary for fulfilling the purpose and objectives of the Red River Regional Dispatch Center Authority. Copies of those supplemental agreements will be provided to the Secretary. Section 23.03 WRITTEN AMENDMENT REQUIRED. No amendment, modification, or waiver of any condition, provision or term will be valid or of any effect unless made in writing signed by the Member Entity or Member Entities to be bound, or a duly authorized representative, and specifying with particularity the extent and nature of such amendment, modification or waiver. Any waiver by any Member Entity of any default of another Member Entity will not affect or impair any right arising from any subsequent default. Except as expressly and specifically stated otherwise, nothing herein will limit the remedies and rights of the Member Entities thereto under and pursuant to this Agreement. Any amendment to this Agreement will be in accordance with the terms and conditions of a Dispatch Center Agreement. Section 23.04 INTERPRETATION. This Agreement will be construed as if it had been prepared by all Member Entities.