Resolution 2013-01 - Laserfiche WebLink

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and subject to all of its terms, conditions and obligations. 14. WITHDRAWAL. Any Member may withdraw from this Agreement by filing written notice of its intention to do so with the EMT. The withdrawal of any Member from this Agreement shall in no way affect the rights and obligations of the remaining Members. If any Member ceases purchasing services from EAGLE-Net, it shall be deemed to have withdrawn from this Agreement, and its membership shall terminate. 15. TERMINATION AND DISPOSITION OF PROPERTY. This Agreement shall be deemed terminated when only one Member continues to participate in EAGLE-Net, or when all participating Members choose to terminate it. Unless otherwise required by applicable law, or upon order of a court or regulatory body with jurisdiction, upon termination, all assets and the remainder of the Operating Budget shall be paid over or transferred to and among one or more governmental entities or exempt organizations described in sections 501(c)(3) or (c)(4) of the Internal Revenue Code. The governmental entities or exempt organizations designated to receive such property, and their respective shares and interests, shall be determined by the Board of Directors and the EMT. 16. COOPERATION AND PUBLIC CHARGE. The parties hereby agree that they shall cooperate so far as possible within the constraints of applicable law to effectuate the intent of this Agreement. EAGLE-Net shall at all times act in conformity with all applicable laws, statutes and regulations, including equal opportunity provisions, and Members and Directors agree that they will make decisions and act in accordance with the public interest, so as to best benefit the citizens of Colorado and deployment of high speed broadband services to Community Anchor institutions. 17. EFFECTIVE DATE AND TERM. This Agreement shall become effective when it has been duly authorized by two (2) of the parties and executed originals of this Agreement and other appropriate documents evidencing such approval, have been filed at the communications address of EAGLE-Net. This Agreement shall continue in effect through June 30th following the effective date and thereafter from year-to-year, or until termination in accordance with the terms hereof. 18. INSURANCE AND HOLD HARMLESS. No Member, no Director, and no person acting in their capacity on the EMT shall be liable for claims because of participation in, or as the result of any action or omission by, EAGLE-Net. 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, EAGLE-Net shall, defend and indemnify Members EAGLE-Net Intergovernmental Agreement Revised 1/17/12 Page 8