CCAgenda_05Dec9 - Laserfiche WebLink

Home Browse Search

Member Director. Failure to pay a billing within 120 days is grounds for termination of membership, but the Users Group rights to receive payment are not affected by the termination of membership. • ARTICLE XI. TERM: Section 1. This Agreement shall be in force through December 31, 2008, or until superseded by another agreement. Section 2. Based on the annual review of the operating procedures within the Agreement conducted by the Board, a new Agreement will be developed and circulated at least three months prior to December 31, 2008 and be agreed upon and signed on or before December 31, 2008. ARTICLE XII. TERMINATION: Each Member or Paying Affiliate shall have the right to terminate its membership and participation in the Users Group with or without cause by formal resolution of the Member's or Paying Affiliate's organization and communicated to the Board in writing. However, the Member or Paying Affiliate is still obligated to its financial commitments for the year during which termination of membership occurs. These commitments include: (i) any balance of the Data Access/Physical Features Maintenance Fee. This commitment applies to all Members and Paying Affiliates. (ii) any balance owing on Special Projects Assessments. This commitment applies to Members and Paying Affiliates which have entered into any special project agreement(s). Termination of membership prior to expiration of the Agreement shall make a local unit of government ineligible to re join as a Member or Paying Affiliate under the current Agreement. • ARTICLE XIII. DISSOLUTION: Section 1. The Users Group may be dissolved by atwo-thirds vote of its Members in good standing. Dissolution is mandatory when the Secretary has received certified copies of resolutions adopted by the governing bodies of the required Members requesting dissolution of the Users Group. Section 2. In the event of dissolution, the Board must determine the measures necessary to affect the dissolution and must provide for the taking of such measures as promptly as circumstances permit, subject to the provisions of this agreement and law. Section 3. In the event of dissolution, following the payment of all outstanding obligations, assets of the Users Group will be distributed among the then existing Members and Paying Affiliates in direct proportion to their cumulative annual contributions. If those obligations exceed the assets of the Users Group, the net deficit of the Users Group will be charged to and paid by the then existing Members and Paying Affiliates in direct proportion to their cumulative annual contributions. ARTICLE XIV. ACCESS TO DOCUMENTS: Until the expiration of three years after this Agreement terminates, the Users Group shall make available to the Member organizations and to the State Auditor, a copy of this Agreement and books, documents, accounting procedures and practices of the Users Group relating to this Agreement. ARTICLE XV. HOLD HARMLESS: Section 1. Each Member or Paying Affiliate agrees to defend, indemnify and hold the other Members or • Paying Affiliates harmless from any claims, demands, actions or causes of action, including reasonable attorneys fees, against or incurred by such other Members or Paying Affiliates, for injury to, death of, or 25 --CHG02:40069922.v1 ~9/28/OS 11:33 AM