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8 <br />488772v2 MA745-3MA745-3-488772.v3 <br /> <br />Additional Members may be added to the Association upon a majority vote of the Board <br />and the ratification of a majority ofby the governing bodies of each Memberall Members. <br /> <br />Any department that wishes to become a membercity or public safety agency which <br />becomes a Member at any time during the year will be charged based on the formula as listed. <br />Full JPA Member agencies in Appendix A, which will then be prorated based on the number of <br />months left in that year. <br /> <br />If during that year a Full JPA memberMember department adds or loses a firefighter, there <br />will be no refund for a reduction of firefighters nor will there be an added charge for additional <br />firefighters in that year. <br /> <br />Section 2. Withdrawal from Association. <br /> <br />Any Member may withdraw from the Association by giving written notice of intent to <br />withdraw directed to the attention of the Board members not later than January 1 of the preceding <br />year. A Member’s notice of intent to withdraw shall be accompanied by a certified copy of a <br />resolution of the Member’s governing body stating its intent to withdraw from the Association. <br />The withdrawing Member shall not be entitled to any refund for its share of the capital costs or <br />fees or operating costs paid under this Agreement. The withdrawing Member waives any and all <br />rights and interest in the Facility as of the date of withdrawal. Any withdrawing Member shall <br />also be responsible for its proportionate share of outstanding operating costs of the Facility through <br />the end of the calendar year in which it gives notice of intent to withdraw. <br /> <br />A withdrawing Member shall not be relieved of responsibility for any foreseen or <br />unforeseen liabilities that may have accrued while they were a memberMember of the Association, <br />including, but not limited to the cost of clean-up of any hazardous substance from the Facility site. <br />A withdrawing Member shall have no claim to assets of the Association including excess fees or <br />rents collected under Article II, Section 10. <br /> <br />Section 3. Dissolution. <br /> <br />Upon unanimous approval by the Members and ratification of the governing bodies of each <br />Memberall Members, a dissolution of this Association may be adopted, at which time the liabilities <br />of the Association shall be satisfied from the assets of the Association. The Members further agree <br />that they will share in the cost of clean-up of any hazardous substance caused or created by the <br />Member’sMembers’ usage of the Facility site. Full use and operation of the Facility shall then <br />revert to the City of Maplewood, and all remaining assets shall be divided among the Members at <br />the time of dissolution based on the Cost Sharing Formula. <br /> <br />Section 4. Assignment. <br /> <br />A Member shall not assign or transfer its rights and obligations under this Agreement <br />without the prior unanimous written consent of all other Members and the ratification by the <br />elected bodies of each Memberall Members.