Resolution 5085 - 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 with or without -eause by fonnal resolution of the board of the Member's organization. However, the Member is still obligated to its current financial commitments at the time of cessation of membership. 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). ARTICLE Xill. 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 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 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. . 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 XIV. ACCESS TO DOCUMENTS: ARTICLE XV. HOLD HAR1'\fLESS: 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 attorney's fees, against or incurred by such other Members, arising out of any act or omission on the part of the indemnifying Member or any of its agents, servants or employees in the perfonnance of or with relation to any of the work or services provided by Members under the tenns of this Agreement. Section 2. Nothing in this Agreement shall constitute a waiver by either Members or the Users Group of any limitation of liability under Minnesota Statutes Chapter 466. SECTION XVI. EOUAL EMPLOYMENT OPPORTUNITY: Section 1. The Members and the Users Group agree to comply with all federal, state and local laws, resolutions, ordinances, rules, regulations and executive orders pertaining to unlawful discrimination on account of race, color, creed, religion, national origin, sex, sexual preference, marital status, status with regard to public .ssistance, disability or age. Section 2, When required by law and requested by the other party, the Users Group shall furnish a written affinnative action plan to the Members, Page Five