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Attachment C 673 Section 12.2. Effectuation of Dissolution. In the event of dissolution, the Board shall 674 determine the measures necessary to effectuate the dissolution and shall provide for the taking of 675 such measures as promptly as circumstances permit and subject to the provisions of this JPA. 676 677 Section 12.3. Distribution of Assets and Payment of Outstanding Obligations. Upon 678 dissolution, the remaining assets of Metro-INET and payment of all of its outstanding obligations, 679 the remaining assets of Metro-INET shall be distributed among the then existing Members in 680 proportion to their contributions, as determined by the Board. 681 682 Section 12.4. Allocation of Deficit. If, upon dissolution, there is an organizational deficit, 683 such deficit shall be charged to and paid by the Members on a pro rata basis, based upon the Class 684 1 and 2 Charges incurred by such Members during the two years preceding the event which gave 685 rise to the dissolution. 686 687 Section 12.5. Distribution of Computer Software. In the event of dissolution the 688 following provisions shall govern the distribution of computer software owned by or licensed to 689 Metro-INET: 690 691 (a) All such software shall be an asset of Metro-INET. 692 693 (b) A Member or former Member may use (but may not authorize reuse by others) any 694 software developed during its membership upon (1) paying any unpaid sums due 695 Metro-INET; (2) paying the costs of taking such software; and (3) complying with 696 reasonable rules and regulations of the Board relating to the taking and use of such 697 software. Such rules and regulations may include a reasonable time within which 698 such software must be taken by any Member or former Member desiring to do so. 699 700 ARTICLE XIII 701 INDEMNIFICATION 702 703 Section 13.1. Cooperative Activity of Single Governmental Unit. Metro-INET shall be 704 considered a separate and distinct public entity to which the Members have transferred all 705 responsibility and control for actions taken pursuant to this JPA. To the fullest extent permitted by 706 law, actions by the Members pursuant to this JPA are intended to be and shall be construed as a 707 "cooperative activity" and it is the intent of the Members that they shall be deemed a "single 708 governmental unit" for the purposes of liability, as set forth in Minnesota Statutes, Section 471.59, 709 subdivision 1 a (a); provided further that for purposes of that statute, each Member expressly 710 declines responsibility for the acts or omissions of the other party. The Members are not liable for 711 the acts or omissions of the other Members except to the extent to which they have agreed in 712 writing to be responsible. 713 Section 13.2. Indemnification. Metro-INET shall defend, indemnify and hold harmless 714 the Members against all claims, losses, liabilities, suits, judgments, costs and expenses arising out 715 of action or inaction of the Board, its Directors or Alternates, the Fiscal Agent, the executive 716 director and other employees or agents of Metro-INET pursuant to this JPA. Metro-INET shall 717 defend and indemnify the employees of any Member acting pursuant to the JPA except for any act 718 or omission for which the Member's employee is guilty of malfeasance, willful neglect of duty or 13