04-13-2005 Council Agenda - Laserfiche WebLink

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Members and Paying Affiliates shall commit to a three -year payment of data access and physical features maintenance fees, except where a one -year limitation is unposed by State Statutes. Ramsey County will charge the Users Group on an annual basis for unlimited access to the Ramsey County GIS Data. This fee will be paid to Ramsey County by the Users Group on behalf of the Members and Paying Affiliates on an annual basis. The amount to be paid by each Member and Paying Affiliates will be determined by the Board and will be reviewed annually. Section 6. Special Projects Assessments: Members and Paying Affiliates who wish to enter into special projects and consultations shall present proposals to the Board for review. Examples of special projects could be cooperative training or consortium purchase of software. Upon approval by the Board, those Members and Paying Affiliates who are part of the project will be assessed to meet the cost of the project. Section 7. Billings to the Members and Paying Affiliates are due and payable no later than 60 days after the receipt of the annual invoice. In the event of a dispute as to the amount of a billing, a Member or Paying Affiliate must nevertheless make payment as billed to preserve membership status. The Member or Paying Affiliate may make payment subject to its right to dispute the bill and exercise any remedies available to it. Failure to pay a billing within 60 days results in suspension of voting privileges of the 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 This Agreement shall be in force through December 31, 2002, or until superseded by another agreement.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, 2002 and be agreed upon and signed on or before December 31, 2002. Page Four 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 I. 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 Members requesting dissolution of the Users Group. 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 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 I. 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, arising out of any act or omission on the part of the indemnifying Member or Paying Affiliate or any of its agents, servants or employees in the performance of or with relation to any of the : —j`2 ;ervices provided by Mernbers or Paying Affiliates under the