4D, Fire Protection Contract Renewal

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one or more of the Cities, the Fire Department's assets shall be conveyed to a successor organization which provides Fire Protection Services to City and to the Cities of Arden Hills and North Oaks;or, if a successor organization does not provide Fire Protection Services to all three cities,Fire Department's assets shall be conveyed to the City and to the Cities of Arden Hills and North Oaks,in the manner and in the proportions deemed appropriate by such cities. B. City Initiated:If the Dissolution of the Fire Department is the result of a termination of this Contract by one or more of the Cities,the Fire Department's assets shall be liquidated. The liquidated assets shall first be applied to insure that the benefit obligations of the Lake Johanna Volunteer Fireman's Benefit Association,Inc.are fully funded. The balance of the liquidated assets,if any, shall be conveyed to the City and the cities of Arden Hills and North Oaks in the manner and in proportions deemed appropriate by such cities. C. Amendment of Bylaws: Fire Department shall amend its Bylaws in compliance with Minnesota statutes governing non-profit organizations,if necessary,in order to effectuate the provisions of this section. 13.0 Reserved 14.0 Amendments. This Contract may only be amended by written consent of both parties. 15.0 Contracts and Exhibits. This Contract,including the exhibits attached hereto, contains the entire agreement of the parties. All preliminary negotiations are merged into and incorporated into this Contract. 16.0 Waiver. The action or inaction by either party,with knowledge of any breach of this Contract by the other party; or of any default on the part of the other party, in the observance or performance of any of the obligations or covenants of this Contract,shall not be deemed to be a waiver of any of the provisions of this Contract. No failure on the part of either party to enforce any obligation or covenant herein contained, nor any waiver of any right hereunder by either party,unless in writing,shall discharge or invalidate such obligations or covenant or affect the right of said party to enforce the same in the event of any subsequent breach or default. 17.0 Invalidily. If any part of this Contract,or any part of any provision hereof,shall be adjudicated to be void or invalid, then the remaining portions hereof not specifically adjudicated to be invalid, shall be enforced without reference to the part or portions so adjudicated, insofar as such remaining provisions are capable of enforcement. 18.0 Governine Law. This Contract shall be subject to and governed by the laws of the State of Minnesota.