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<br /> 11. NEW MEMBERS. After the effective date of this Agreement, additional governmental <br /> entities may become Members of the ewc upon application to, and approval by, the Board of Directors. <br /> Approval of new Members shall require an affirmative vote of two thirds (2/3) of the then existing <br /> Members. Approval by the Board of additional members shall be conditioned upon the following: <br /> A. Reimbursement. Reimbursement by the new Members of the CWC for the expenses of the <br /> CWC resulting from addition of the new Member, including, but not limited to, reasonable attorneys' fees, <br /> consultants' fees, accountants' fees, engineering fees and all other such reasonable out-of-pocket expenses <br /> as may be incurred. <br /> B. Adoption. Adoption by the duly elected governing body of the new Member of this <br /> Agreement in accordance with applicable law, so as to permit the new Member to participate in the cwe, <br /> and the CWC to operate, in a manner that is consistent with this Agreement and any adopted Bylaws. <br /> C. Compliance. Compliancl~ by the new Member with such other conditions as may be <br /> determined appropriate by the Board of Directors before such new member is admitted as a Member of <br /> the CWC. Compliance may include, in the Board's discretion, payment to CWC to compensate for the <br /> costs incurred in developing any contracts, other operational documents, or programs or opportunities <br /> involving wireless broadband communications that provide a benefit to CWC communities. <br /> D. Eligibilitv. Other governmental entities within the State of Colorado with interests in wireless <br /> broadband communications shall be eligible to become Members in the CWC. <br /> 12. WITHDRAWAL. Any Member may withdraw from this Agreement by filing written notice <br /> of its intention to do so with the central communications address of the CWC and each of the other <br /> Members. Termination will take effect for the purposes of contributions on January 1st of any year, <br /> provided there is at least three weeks advance notice. The withdrawal of any Member from this <br /> Agreement shall in no way affect the rights and obligations of the remaining Members, except as agreed <br /> upon between the remaining Members. Members withdrawing from this Agreement are not entitled to the <br /> return of any funds contributed to the ewc for the Operating Budget, or to the return of any materials or <br /> supplies contributed to the ewe. <br /> 13. TERMINATION AND DISPOSITION OF PROPERTY. This Agreement shall be deemed <br /> terminated when only one Member continues to participate in the CWC, or when all participating <br /> Members choose to terminate it. Upon termination, all assets and the remainder of the Operating Budget <br /> shall be distributed to the Members still active at the time of termination or continuing to participate on a <br /> pro rata basis and in proportion to each Member's financial participation during the prior fiscal year. <br /> 14. COOPERATION AND PUBLIC CHARGE. The parties hereby agree that they shall <br /> cooperate so far as possible within the constraints of applicable law to effectuate the intent of this <br /> Agreement. Members are encouraged but shall not be required to contribute available personnel or <br /> employee time, and other available resources without cost to the CWC. The CWC shall at all times act <br /> within conformity with all applicable laws, statutes and regulations, including equal opportunity <br /> Colorado Wireless Communities <br /> Iltltergovernmental Agreement <br /> Final; 4/9/07 <br /> Page 6 <br />