Resolution 2007-26 - Laserfiche WebLink

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provisions, and Members and their Directors agree that they will make decisions and act in accordance with the public interest, so as to best benefit their citizens and subscribers of broadband services. 15. EFFECTIVE DATE AND TERM. This Agreement shall become effective when it has been duly authorized by at least three of the parties and executed originals of this Agreement and other appropriate documents evidencing such approval, have been filed at the central communications address of the CWC with copies to the other Members as provided above. This Agreement shall continue in effect through December 31st following the effective date and thereafter from year-to-year, or until termination in accordance with the terms hereof. 16. INSURANCE AND HOLD HARMLESS. CWC Directors shall serve as part of their regular job responsibilities as employees of CWe's individual Member jurisdictions, and as such, are covered by the insurance provided by their employers. No Member, and no Director, shall be liable for claims because of participation in, or as the result of any action or omission by, the CWC. Without waiving the protections, rights and limitations of the Colorado Governmental Immunity Act, C.R.S. 24-10-101 et seq, and any other applicable laws, where appropriate, the individual Member jurisdictions shall, defend and indemnify Members and Directors against any and all claims, judgments, losses, demands, and costs in any way arising out of this Agreement to the extent such claims, judgments, losses, demands and costs are not barred by the Colorado Governmental Immunity Act and any other applicable laws. The CWC shall be responsible for any insurance necessary for its operation relating to assets owned, liabilities incurred and/or employees retained by the CWC, independent of the individual Member jurisdictions. In so doing, the CWC does not waive the protections, rights and limitations of the Colorado Governmental Immunity Act, C.R.S. 24-10-101 et seq. and any other applicable laws. 17. SEVERABILITY. Should any part, term, or provision of this Agreement be declared to be illegal or in conflict with any law whatsoever, or otherwise rendered unenforceable or ineffectual, by any agency or court of competent jurisdiction, the remaining portions of this Agreement shall nonetheless remain in effect and the Members each agree that they would have entered into each provision of this Agreement separately even if none of the other provisions had been included. 18. AMENDMENT. This Agreement may be amended by the two-thirds majority vote of the entire membership, based upon each Member being entitled to one vote. 19. REPORTING AND RECORD KEEPING. The CWC shall report all proposed amendments of this Agreement or any bylaws promulgated pursuant to this Agreement, any Meeting changes, changes in budget, and any information important to the operation of this Agreement to the Directors of each Member promptly. All documents required to be made available under any local, state, or federal law or regulation shall be deposited at the central communications address as set forth in Section 2, above. The procedures and responsibilities for responding to any open records requests under Colorado law shall be addressed in the Bylaws. To the extent required by applicable law, the Board shall engage an independent accounting firm to perform an annual audit of the budget of the CWC, which audit shall be distributed to each Member in summary form. All such documents and any and all documents maintained by, or pertaining to, the CWC shall be available upon reasonable notice for inspection by any Member. Colorado Wireless Communities Intergovernmental Agreement Final; 4/9/07 Page 7 ,