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<br />herein. A Member withdrawing after October 15 shall be obligated to pay its <br />entire contribution for the ensuing year as outlined in the budget of the <br />Commission for the ensuing year. Each Member acknowledges that applicable <br />portions of its annual contribution pursuant to Article XI, Section 3 of this <br />agreement will be for that Member's respective share from year to year of the <br />debt service (the "Debt Service Share") on the Bonds and that said Debt Service <br />Shares will be pledged by the Commission to the payment of the Bonds. So long <br />as the Bonds are outstanding, any Member withdrawing from the Commission <br />shall continue to owe the Commission its Debt Service Shares and shall continue <br />to have its franchise fees paid directly to the Commission as a credit against said <br />obligations, with any excess to be remitted by the Commission to the withdrawn <br />Member and any shortfall being paid by the Member to the Commission. A <br />Member that has withdrawn from the Commission may, if no Bonds are <br />outstanding, upon request, recover an amount of any equity that exists, as of the <br />withdrawal date, in real property and buildings purchased or constructed with any <br />Bonds, up to (but not exceeding) the withdrawn Member's individual percentage <br />of total franchise fees paid to all the Members (or their designee), including the <br />withdrawn Member, for the calendar year preceding withdrawal. The <br />Commission may, if no Bonds are outstanding, at any time after the withdrawal of <br />a Member as provided for herein, initiate a buy-out of the proportionate equity <br />interest of the withdrawn Member, which interest is to be the withdrawn <br />Member's individual percentage of total franchise fees paid to the Members (or <br />their designee) and the withdrawn Member for the calendar year preceding the <br />buy-out, pursuant to terms and conditions agreed upon by the parties. The <br />amount of any equity distributed to a withdrawn Member will be paid, without <br />interest, on a payment schedule established by the Commission, provided, <br />however, the term of such payment schedule shall not exceed five (5) years. <br />When calculating an equity repayment schedule, the Commission may deduct the <br />withdrawn Member's proportionate share of outstanding indebtedness from the <br />amount of any equity due to the withdrawn Member. Notwithstanding anything <br />to the contrary, a withdrawing Member shall have no claim to the franchise fee <br />the Grantee collected on its behalf for the year in which its withdrawal is <br />effective, except for the reimbursement of cable-related expenses for that year. If <br />no Bonds are outstanding, for the calendar year following withdrawal, and for all <br />subsequent years, the entire franchise fee calculated upon gross revenues <br />attributable to the system within the withdrawn Member shall be paid by Grantee <br />to the withdrawn Member in accordance with the Franchise. <br /> <br />8. That Article XII, Section 1 of the Agreement shall be amended to read as follows: <br /> <br />The Commission shall continue for an indefinite term unless the number of <br />Members becomes less than five, or unless the Commission is terminated by <br />mutual agreement of all of the Members at any time; provided that the <br />Commission shall continue to exist as long as any Bonds described in Article <br />VIII, Section 13 of this agreement remain outstanding. <br />