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c. Data. Each Participating City shall retain ownership of its own data and property <br /> that may be used in connection with Portal or PORTAL AGENCY operations <br /> SECTION 16. MERGER OR CONSOLIDATION, OR SALE OF ALL OR <br /> SUBSTANTIALLY ALL ASSETS. <br /> Approval of the merger or consolidation of PORTAL AGENCY with another entity, or the sale <br /> of all or substantially all assets of PORTAL AGENCY, shall require a Supermajority Vote. <br /> SECTION 17. WITHDRAWAL BY, OR TERMINATION OF,A PRINCIPAL. <br /> a. Notice and Timing. Any Principal may withdraw its membership and terminate <br /> its participation in this Agreement by providing written notice to the Executive Board on or <br /> before December 31 in any year, and the Executive Board shall promptly inform all other <br /> Principals of such notice. That withdrawal shall become effective on the last day of the next <br /> calendar year. Notwithstanding the foregoing, no Principal may terminate its participation in this <br /> Agreement effective prior to the end of the Initial Term. <br /> b. Obligations of departing Principal. A Principal who withdraws, is terminated, <br /> changes or is changed to Subscriber status ("departing Principal") shall hold the remaining <br /> Principals and Subscribers harmless against any resultant increased capital and/or operating costs <br /> allocated to them for the following two (2) budget years (plus the remainder of the current <br /> budget year, if applicable), with respect to any Executive Board approved project(excluding the <br /> initial launch of the Portal) in which the departing Principal is participating or has agreed to <br /> participate prior to notice of withdrawal or notice of change to Subscriber status, but such <br /> obligation shall exclude the cost of any Capital Cost Recovery Charges. Such obligation shall be <br /> reduced to the extent new Principals or Subscribers are allocated these costs that would <br /> otherwise have been chargeable to the departing Principal. After recouping such costs, the <br /> Executive Board may authorize reimbursement to the remaining Principals and Subscribers <br /> based on a depreciated value of the withdrawing or converting Principal's contribution. <br /> c. Rights of departing Principal. Departing Principals shall have rights to copies of <br /> all data held by the PORTAL AGENCY relating to that Principal's Taxpayers and Licensee and <br /> other data relating specifically to the Principal. <br /> d. The termination and/or withdrawal of a Principal shall not discharge or relieve <br /> any Principal of its obligations to the PORTAL AGENCY or other Participating Cities. <br /> v. 11.4.13 24 <br />