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<br />one or more of the Cities, the Fire Department's assets shall be conveyed to a <br />successor organization which provides Fire Protection Services to City and to the <br />Cities of Arden Hills and North Oaks; or, if a successor organization does not <br />provide Fire Protection Services to all three cities, Fire Department's assets shall <br />be conveyed to the City and to the Cities of Arden Hills and North Oaks, in the <br />manner and in the proportions deemed appropriate by such cities. <br /> <br />B. Citv Initiated: If the Dissolution of the Fire Department is the result of a <br />termination of this Contract by one or more of the Cities, the Fire Department's <br />assets shall be liquidated. The liquidated assets shall first be applied to insure <br />that the benefit obligations of the Lake Johanna Volunteer Fireman's Benefit <br />Association, Inc. are fully funded. The balance of the liquidated assets, if any, <br />shall be conveyed to the City and the cities of Arden Hills and North Oaks in the <br />manner and in proportions deemed appropriate by such cities. <br /> <br />C. Amendment of Bvlaws: Fire Department shall amend its Bylaws in compliance <br />with Minnesota statutes governing non-profit organizations, if necessary, in order <br />to effectuate the provisions of this section. <br /> <br />13.0 Reserved <br /> <br />14.0 Amendments. This Contract may only be amended by written consent of both <br />parties. <br /> <br />15.0 Contracts and Exhibits. This Contract, including the exhibits attached hereto, <br />contains the entire agreement of the parties. All preliminary negotiations are merged into and <br />incorporated into this Contract. <br /> <br />16.0 Waiver. The action or inaction by either party, with knowledge of any breach of <br />this Contract by the other party; or of any default on the part of the other party, in the <br />observance or performance of any of the obligations or covenants of this Contract, shall not be <br />deemed to be a waiver of any of the provisions of this Contract. No failure on the part of either <br />party to enforce any obligation or covenant herein contained, nor any waiver of any right <br />hereunder by either party, unless in writing, shall discharge or invalidate such obligations or <br />covenant or affect the right of said party to enforce the same in the event of any subsequent <br />breach or default. <br /> <br />17.0 Invaliditv. If any part of this Contract, or any part of any provision hereof, shall <br />be adjudicated to be void or invalid, then the remaining portions hereof not specifically <br />adjudicated to be invalid, shall be enforced without reference to the part or portions so <br />adjudicated, insofar as such remaining provisions are capable of enforcement. <br /> <br />18.0 Governine:Law. This Contract shall be subject to and governed by the laws of <br />the State of Minnesota. <br /> <br />7 <br />