12-21-2011 Council Agenda - Laserfiche WebLink

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ARTICLE XII. TERMINATION Each Member shall have the right to terminate its membership and participation in the Users Group by formal resolution of the Member's organization and communicated to the Board in writing. However, the Member 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; (ii) Any balance owing on Special Projects Assessments. This commitment applies to Members which have entered into any special project agreement(s). Termination of membership prior to expiration of the Agreement shall make the Governmental Unit ineligible to re- join the User Group during the Term of this Agreement. ARTICLE XIII. DISSOLUTION Section 1. The Users Group may be dissolved by a two- 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 number of Members requesting dissolution. Section 2. In the event of a dissolution, the Board must determine the measures necessary to effect 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 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 in direct proportion to their cumulative annual contributions. ARTICLE XIV. ACCESS TO DOCUMENTS Until the expiration of six 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 agrees to defend, indemnify, and hold the other Members harmless from any claims, demands, actions or causes of action, including reasonable attorneys fees, against or incurred by such other Members, for injury to, death of, or damage to the property of any third person or persons, arising out of any act or omission on the part of the indemnifying Member or any of its agents, servants or employees in the performance of or with relation to any of the work or services provided by Members under the terms of this Agreement. Section 2. Nothing in this Agreement shall constitute a waiver by any Member of the Users Group of any limitation of liability under Minnesota Statutes Chapter 466, or other statutory or common law immunities, limits, or exceptions on liability. 6