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<br />10 <br /> <br />terminated by a majority vote of the Board. In the event of a dispute between the Member and the <br />Board as to the amount which is due and payable, the Member shall nevertheless make such <br />payment in order to preserve its status as a Member, but such payment may be made under protest <br />and without prejudice with respect to the Member’s right to dispute the amount of the charge and <br />to pursue any legal remedies available to it. <br /> <br />Section 9.5. Classification of Cost Sharing Charges. The charges to the Members of <br />Metro-INET shall be divided, for cost sharing purposes, into three different classes, as further <br />described in Exhibit A to this JPA and incorporated herein: <br />(a) Core Services (“Class 1 Charges”). Class 1 Charges shall cover all of Metro- <br />INET’s general administrative and operational expenses for core services in having <br />a member participate as a domain member of Metro-INET. Core services are <br />generally defined as services provided by Metro-INET that provides IT support to <br />the Member and its employees to conduct the Member’s business. These core <br />services may change over time upon Board approval based on different needs of <br />Members. Changes in the delivery of Class 1 Charges shall be paid by each Member <br />as fixed monthly, quarterly or annual membership dues, as determined by the <br />Board. The amount of Class 1 Charges required to be paid by each Member shall <br />be determined annually by the executive committee, upon approval by the Board. <br />Class 1 Charges shall be prorated to new Members and not retroactively applied to <br />them. <br />(b) Supplemental Services (“Class 2 Charges”). Class 2 Charges shall cover the costs <br />of design and development of computer programs and systems and other capital <br />costs for services requested by the Member. Supplemental services are generally <br />defined as services provided by Metro-INET at the request of the Member to meet <br />its specific needs. These supplemental services may change over time upon Board <br />approval based on different needs of Members and changes in the delivery of such <br />services. Class 2 Charges shall be paid by each Member as fixed monthly, quarterly <br />or annual membership dues, as determined by the Board. The amount of Class 2 <br />Charges required to be paid by each Member shall be determined annually by the <br />executive committee, upon approval by the Board. Class 2 Charges shall not be <br />retroactively applied to new Members. <br />(c) Necessary Additional Charges (“Class 3 Charges”). Class 3 Charges shall cover <br />the costs of system operation and maintenance in serving non-members, on an “as <br />requested” basis as determined by the Board when it deems such charges necessary. <br />The amount of such charges that are applicable to each non-member shall be <br />determined by the Board. The amount of the charges shall cover all costs incurred <br />by Metro-INET in providing these services to the non-member. The Board shall <br />have authority to negotiate and enter into contracts with non-members receiving <br />Class 3 Charges. <br />Section 9.6. Special Financial Assistance from Members. It is anticipated that certain <br />Members may be in a position to extend special financial assistance to Metro-INET in the form of <br />grants, or other in-kind payments including use of facilities or other infrastructure deemed <br />beneficial to Metro-INET. The Board shall credit any such in-kind payment against any charges