2020.12.07 CC Packet - Laserfiche WebLink

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