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JOINT POWERS AGREEMENT AMONG MEMBERS OF THE RAMSEY COUNTY GEOGRAPHIC INFORMATION SYSTEMS USERS GROUP • This JOINT POWERS AGREEMENT (Agreement), which shall have an effective date of January 1, 2006, is entered into pursuant to the provisions of Minnesota Statutes Section 471.59 between Falcon Heights, body politic and corporate under the laws of the State of Minnesota and other bodies politic and corporate under the laws of the State of Minnesota for the purposes of forming the Ramsey County Geographic Information System Users Group hereinafter referred to as the AUsers Group. ARTICLE I. INTENT OF THIS AGREEMENT: In 1995, an alliance was formed between public agencies interested in using Geographic Information Systems (GIS) and data created and maintained by Ramsey County. This agreement is intended to enable those parties who are part of the Users Group to be represented by the Users Group for the purposes of undertaking negotiations and transactions with Ramsey County and any other body politic. ARTICLE II. DEFINITIONS: Section 1. Members are deemed to be those local units of government, special purpose government units, local agencies and the Ramsey Conservation District who have executed this Joint Powers Agreement and have paid fees as provided in Article X. Section 2. Paying Affiliates are those county, regional, state and federal agencies, local government organizations with regional jurisdiction, local government cooperative organizations, non-profit organizations and educational institutions with direct or indirect involvement in GIS activities that have paid fees as provided in Article X. Paying Affiliate membership must be approved by the Board. Paying • Affiliates are nonvoting participants and are not eligible to serve on the Board. Section 3. Non-Paying Affiliates are those representatives of county, regional, state and federal agencies, local government organizations with regional jurisdiction, local government cooperative organizations, non-profit organizations and educational institutions with direct or indirect involvement in GIS activities. Private sector entities that are contracted to perform GIS-related tasks for a Member can also join as a Non-Paying Affiliate. Regular Affiliate membership must be approved by the Board. Non-Paying Affiliates are non-voting participants are not eligible to serve on the Board, do not pay membership or fees as described in Article X, and are not entitled to data access and exchange detailed in this agreement. ARTICLE III. USER GROUP STRUCTURE: Section 1. The Users Group will be governed and managed by a Board of Directors (A Board). Section 2. One Director will represent each Member organization. Each Member organization shall appoint one Director and an alternate to serve on the Board. Section 3. The Board shall also have the following officers: a Chair, Vice Chair, Secretary and Treasurer. Section 4. These officers are elected annually by the Board. Section 5. These officers are undertaken on a voluntary basis without pay. • Section 6. A quorum will consist of at least aone-half attendance of full membership of the Board. Section 7. Decisions will be made by majority of the quorum. 21 ~CHG02:40069922.v1 ~9/28/OS 11:33 AM