ORCA 6/13/2019 - Laserfiche WebLink

including an assessment of any reasonable costs (to include assessment rationale, assumptions and documentation) that shall be re-apportioned to the Agencies and/or paid by the withdrawing Agency. 15.5 Retention of Cost Obligations and Damages. In addition to being liable for its share of ORCA System costs, to and including the effective date of withdrawal, the withdrawing Agency shall be solely liable for actual damages and additional costs to the other Agencies arising out of or resulting from such withdrawal. The Joint Board shall determine the amount of such damages and additional costs and notify the withdrawing Agency of the amount owing to each of the Agencies. The determination of the Joint Board shall be final subject to the dispute resolution procedures set forth elsewhere in this Agreement. The withdrawing Agency shall pay the amount within ninety (90) days after the effective date of withdrawal. 15.6 Dealings with ORCA Vendors upon Withdrawal. No Agency shall communicate a notice of termination to an ORCA Vendor prior to the Joint Board's and Agency governing boards' completion of the processes set forth in this Section 15.0. Following approval from the Joint Board, the ORCA Director shall communicate to the ORCA Vendor such Agency's notice of termination. 15.7 Involuntary Removal of Agency. Notwithstanding the voluntary withdrawal and termination provisions in Subsections 15.3 through 15.7, the Joint Board may, for cause, remove an Agency and terminate the Agency's rights to participate in the ORCA System. Cause may include, but is not limited to, failure to act in good faith in participating in the Joint Board and willful, arbitrary failure to approve and appropriate funds necessary to pay the Agency's share of the costs under this Agreement. If an Agency brings a charge against another Agency under this Subsection 15.7, neither the Agency bringing the charge nor the Agency against which the charge is brought shall have any voting rights on the issues raised before the Joint Board. To remove an Agency under this Subsection 15.7, there shall be a unanimous vote in support of removal by all Agency representatives to the Joint Board, except for the representatives of the charging and charged Agencies. An Agency that is removed from the ORCA System under this Subsection 15.7 shall pay such costs as may be assessed by the Joint Board taking into account all costs to the other Agencies caused by, arising out of or resulting from such removal. 40