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Section 5. Data Access and Physical Features Maintenance Fee: Members and. Paying Affiliates shall <br />commit to a three-year payment of data access and. physical features maintenance fees, except where a one-year <br />limitation is imposed. by State Statutes. Ramsey County will charge the Users Group on an annual basis for unlimited. <br />access to the Ramsey County GIS Data. This fee will be paid. to Ramsey County by the Users Group on behalf of the <br />Members and. Paying Affiliates on an annual basis. The amount to be paid. by each Member and. Paying Affiliates will <br />be determined. by the Board. and. will be reviewed. annually. <br />Section 6. Special Projects Assessments: Members and. Paying Affiliates who wish to enter into special <br />prQjects and. consultations shall present proposals to the Board. for review. Examples of special prQJects could. be <br />cooperative training or consortium purchase of software. Upon approval by the Board., those Members and. Paying <br />Affiliates who are part of the prQJect will be assessed. to meet the cost of the prQJect. <br />Section 7. Billings to the Members and. Paying Affiliates are due and. payable no later than 60 days after the <br />receipt of the annual invoice. In the event of a dispute as to the amount of a billing, a Member or Paying Affiliate <br />must nevertheless make payment as billed. to preserve membership status. The Member or Paying Affiliate may make <br />payment subject to its right to dispute the bill and. exercise any remedies available to it. Failure to pay a billing within <br />60 days results in suspension of voting privileges of the Member Director. Failure to pay a billing within 120 days is <br />grounds for termination of membership, but the Users Group rights to receive payment are not affected. by the <br />ten,nination of membership. <br />ARTICLE X1. TERM <br />Section 1. This Agreement shall be in force through December 31, 2012, or until superseded. by another <br />agreement. <br />Section 2. Based. on the annual review of the operating procedures within the Agreement conducted. by the <br />Board., a new Agreement will be developed. and. circulated. at least three months prior to December 31, 2012 and. be <br />agreed. upon and. signed. on or before December 31, 2012. <br />ARTICLE X11. TERMINATION: <br />Each Member or Paying Affiliate shall have the right to terminate its membership and. participation in the Users <br />Group with or without cause by formal resolution of the Member's or Paying Affiliate's organization and. <br />communicated. to the Board. in writing. However, the Member or Paying Affiliate is still obligated. to its financial <br />commitments for the year during which tennination of membership occurs. <br />These commitments include: <br />(i) any balance of the Data Access/Physical Features Maintenance Fee. This commitment applies to <br />all Members and Paying Affiliates. <br />(ii) any balance owing on Special Projects Assessments. This commitment applies to Members and <br />Paying Affiliates which have entered into any special prQJect agreement(s). Termination of <br />membership prior to expiration of the Agreement shall make a local unit of government ineligible to <br />re -join as a Member or Paying Affiliate under the current Agreement. <br />ARTICLE X111. DISSOLUTION: <br />Section 1. The Users Group may be dissolved. by a two-thirds vote of its Members in good. standing. <br />Dissolution is mandatory when the Secretary has received. certified. copies of resolutions ad.opted. by the governing <br />bodies of the required. Members requesting dissolution of the Users Group. <br />Section 2. In the event of a dissolution, the Board. must determine the measures necessary to effect the <br />dissolution and. must provide for the taking of such measures as promptly as circumstances permit, su..ject to the <br />provisions of this agreement and. law. <br />Section 3. In the event of dissolution, following the payment of all outstanding obligations, assets of the <br />Users Group will be distributed. among the then existing Members and. Paying Affiliates in direct proportion to their <br />cumulative annual contributions. If those obligations exceed. the assets of the Users Group, the net deficit of the Users <br />Group will be charged. to and. paid. by the then existing Members and. Paying Affiliates in direct proportion to their <br />cumulative annual contributions. <br />WTOMWE <br />