2003_0915_packet - Laserfiche WebLink

Home

ARTICLE M1. TERNUNA.' ION Each Member or Paying Affiliate shall have the right to terminate its membership and participation in the Users Group with or without cause by formal resolution of the Member's or Paying Affiliate }s organization and communicated to the Board in writing. However, the Member or Paying Affiliate is still obligated to its financial conunitrnents for the year during which termination of membership occurs. These corn nitments include: (i) any balance of the Data Access/Physical Features Maintenance Fee. This commitment applies to all Members and Paying Affiliates. (ii) any balance owing on Special Projects Assessments. This commitment applies to Members and Paying Affiliates which have entered into any special project agreements). Termination of membership prior to expiration of the Agreement shall make a local unit of government ineligible to re join as a Member or Paging Affiliate under the current Agreement, ARTICLE III. 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 arnong the then existing Members and Paging Affiliates 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 and Paying Affiliates in direct proportion to their cumulative annual contributions. AR'T'ICLE XIV. ACCESS To IIO UMIENT : Until the expiration of three years after this Agreement terminates, the Users Group shall male 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 XV. HOLD HARMILES& Section 1. Each Member or Paying Affiliate agrees to defend, indbrnnify and hold the other Members or f. Paging Affiliates harmless from any claims, demands, actions or causes of action, including reasonable attorneys fees, against or incurred by such other Members or Paying Affiliates, arising out of any act or onrissi on on the part of the indemnifying Member or Paging Affiliate ate or any of its agents, servants or employees in the performance of or with relation to any of the work or services provided by Members or Paying Affiliates under- the terms of this Agreement. Section 2. Nothing in this Agreement shall constitute a waiver by either Members or Paying Affiliates or the Users Group of any limitation of liability under Minnesota Statutes Chapter 466. Page Five