Resolution 5140 - 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 withou: .use by ~o~al re~olution o.f the Me~ber' s o~ganization and commu~cated .to the ~oar~ in writing. Ho~ever, th= ember IS still obligated to ItS financIal COmmItments for the year dunng which temunatlOn of membership OCClli~ ;'hese commitments include: (i) any balance of the Data Access/Physical Features Maintenance Fee. This commitment applies to aT Members. . (ii) any balance owing on Special Projects Assessments. This commitment applies to Members which hav= entered into any special project agreement(s). Termination of membership prior to expiration of the Agreement shall make a local unit of government ineligible:: re-join as a Member under the current Agreement. 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 goveI1linf 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 th= dissolution and must provide for the taking of such measures as promptly as circumstances permit, subject to ~ provisions of this agreement and law. Section 3. In the event of dissolution, following the payment of all outstanding obligations, assets of th:: Users Group will be distributed among the then existing Members in direct proportion to their cumulative anmuL contributions. If those obligations exceed the assets of the Users Group, the net deficit of the Users Group will ~ I!////Iil..arged 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 three years after this Agreement terminates, the Users Group shall make available to 1:h= Member organizations and to the State Auditor, a copy of this Agreement and books, documents, accouIlting 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 clainl5... demands, actions or causes of action, including reasonable attorney's fees, against or incurred by such othe:- Members, arising out of any act or omission on the part of the indemnifying Member or any of its agents, serv~ or employees in the performance of or with relation to any of the work or services provided by Members under 6= terms of this Agreement. Section 2. Nothing in this Agreement shall constitute a waiver by either Members or the Users Group of any limitation ofliability 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 a: .e, color, creed, religion, national origin, sex, sexual preference, marital status, status with regard to pubii: istance, disability or age. Section 2. When required by law and requested by the other party, the Users Group shall furnish a writte:. affirmative action plan to the Members. Page Five