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Attachment C 539 terminated by a majority vote of the Board. In the event of a dispute between the Member and the 540 Board as to the amount which is due and payable, the Member shall nevertheless make such 541 payment in order to preserve its status as a Member, but such payment may be made under protest 542 and without prejudice with respect to the Member's right to dispute the amount of the charge and 543 to pursue any legal remedies available to it. 544 545 Section 9.5. Classification of Cost Sharing Charges. The charges to the Members of 546 Metro-INET shall be divided, for cost sharing purposes, into three different classes, as further 547 described in Exhibit A to this JPA and incorporated herein: 548 (a) Core Services ("Class I Charges"). Class 1 Charges shall cover all of Metro- 549 INET's general administrative and operational expenses for core services in having 550 a member participate as a domain member of Metro-INET. Core services are 551 generally defined as services provided by Metro-INET that provides IT support to 552 the Member and its employees to conduct the Member's business. These core 553 services may change over time upon Board approval based on different needs of 554 Members. Changes in the delivery of Class 1 Charges shall be paid by each Member 555 as fixed monthly, quarterly or annual membership dues, as determined by the 556 Board. The amount of Class 1 Charges required to be paid by each Member shall 557 be determined annually by the executive committee, upon approval by the Board. 558 Class 1 Charges shall be prorated to new Members and not retroactively applied to 559 them. 560 (b) Supplemental Services ("Class 2 Charges"). Class 2 Charges shall cover the costs 561 of design and development of computer programs and systems and other capital 562 costs for services requested by the Member. Supplemental services are generally 563 defined as services provided by Metro-INET at the request of the Member to meet 564 its specific needs. These supplemental services may change over time upon Board 565 approval based on different needs of Members and changes in the delivery of such 566 services. Class 2 Charges shall be paid by each Member as fixed monthly, quarterly 567 or annual membership dues, as determined by the Board. The amount of Class 2 568 Charges required to be paid by each Member shall be determined annually by the 569 executive committee, upon approval by the Board. Class 2 Charges shall not be 570 retroactively applied to new Members. 571 (c) Necessary Additional Charges ("Class 3 Charges"). Class 3 Charges shall cover 572 the costs of system operation and maintenance in serving non-members, on an "as 573 requested" basis as determined by the Board when it deems such charges necessary. 574 The amount of such charges that are applicable to each non-member shall be 575 determined by the Board. The amount of the charges shall cover all costs incurred 576 by Metro-INET in providing these services to the non-member. The Board shall 577 have authority to negotiate and enter into contracts with non-members receiving 578 Class 3 Charges. 579 Section 9.6. Special Financial Assistance from Members. It is anticipated that certain 580 Members may be in a position to extend special financial assistance to Metro-INET in the form of 581 grants, or other in -kind payments including use of facilities or other infrastructure deemed 582 beneficial to Metro-INET. The Board shall credit any such in -kind payment against any charges 10