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13 Section 12.2. Effectuation of Dissolution. In the event of dissolution, the Board shall determine the measures necessary to effectuate the dissolution and shall provide for the taking of such measures as promptly as circumstances permit and subject to the provisions of this JPA. Section 12.3. Distribution of Assets and Payment of Outstanding Obligations. Upon dissolution, the remaining assets of Metro-INET and payment of all of its outstanding obligations, the remaining assets of Metro-INET shall be distributed among the then existing Members in proportion to their contributions, as determined by the Board. Section 12.4. Allocation of Deficit. If, upon dissolution, there is an organizational deficit, such deficit shall be charged to and paid by the Members on a pro rata basis, based upon the Class 1 and 2 Charges incurred by such Members during the two years preceding the event which gave rise to the dissolution. Section 12.5. Distribution of Computer Software. In the event of dissolution the following provisions shall govern the distribution of computer software owned by or licensed to Metro-INET: (a) All such software shall be an asset of Metro-INET. (b) A Member or former Member may use (but may not authorize reuse by others) any software developed during its membership upon (1) paying any unpaid sums due Metro-INET; (2) paying the costs of taking such software; and (3) complying with reasonable rules and regulations of the Board relating to the taking and use of such software. Such rules and regulations may include a reasonable time within which such software must be taken by any Member or former Member desiring to do so. ARTICLE XIII INDEMNIFICATION Section 13.1. Cooperative Activity of Single Governmental Unit. Metro-INET shall be considered a separate and distinct public entity to which the Members have transferred all responsibility and control for actions taken pursuant to this JPA. To the fullest extent permitted by law, actions by the Members pursuant to this JPA are intended to be and shall be construed as a “cooperative activity” and it is the intent of the Members that they shall be deemed a “single governmental unit” for the purposes of liability, as set forth in Minnesota Statutes, Section 471.59, subdivision 1a (a); provided further that for purposes of that statute, each Member expressly declines responsibility for the acts or omissions of the other party. The Members are not liable for the acts or omissions of the other Members except to the extent to which they have agreed in writing to be responsible. Section 13.2. Indemnification. Metro-INET shall defend, indemnify and hold harmless the Members against all claims, losses, liabilities, suits, judgments, costs and expenses arising out of action or inaction of the Board, its Directors or Alternates, the Fiscal Agent, the executive director and other employees or agents of Metro-INET pursuant to this JPA. Metro-INET shall defend and indemnify the employees of any Member acting pursuant to the JPA except for any act or omission for which the Member’s employee is guilty of malfeasance, willful neglect of duty or