RES 07147 - Laserfiche WebLink

10. Liability of Board. Officers and Emulo es. a The Directors, officers, and empbyees of the Authoritt shall use orriinary care and reasonabb dilgence in the exercise of their powers, and in the performance of their duties pursuant to this Agreement. They shah not be liable tp the Members for any mistake of judgment orother acliort made, taken, or omlded by them in good faith, norfor any action made, taken, or omi~ed by any agent, empbyee, or ltdepertdertt oorttracfor selected with reasonable cane, nor for loss inctarred through the ltvestrrtertt of the Autttoriiy's funds, or failure to invest the same. b. To the extent authorized by California law, rb Director, t>ffioer, or employee of tl~e Authority shall be responsible for any action made, taken, orornihed, by any other memberof the Board, officer, or empbyee. No member of the Board, otTicer, or employee of the Authority shall be required to gore a bond or other securfty to guarantee the faithful performance of his or her duties pursuant b This Agreement, except as provided b Subsection 6.d (2}. tz The funds of the Authority shall be used tp defend, inderrutify, and hold harmless the Authority and Director, officer, or employee of the Authority for aeons taken in good faith and yoitttin the scope of his or her authority. Nothing hererrt shag dmit the right of the Authority tD purchase insurance th provide coverage for the fa~oing irtderrtrtit)-. 11. Rules. The Board may adopt, from time th time, such pdicies, procedures, bylaws, rules and regulations for the conduct of the Authoritys affairs as the Board deems necessary and appropriate. 12. Disposition of Property upon Termination. In the event of temurtation of the Authority pursuant th Sectlon 3 herelt and where there will be a successor public entity which wiU terry on the functions of the Authority acrd assume its assets and liabilities, the assets of the Authority shall be transferred th the successor pubfic entity. ff upon Gerrr~natiort pursuartt b Section 3, there ~s no successor public entii)r which wdl ~Y on the functions of the Authority and assume its assets, the assets shall be returned to the Members as folbws: (a} 80 real properly and any improvements thereon shah be conveyed th the Memberwhich owned the properly prior to the form~iort of the Authority, and (b) ati other assets shall be divided among the Members in proportion b their nespecthre contributions during the tierrrt of this Agreement ff upon temrination pursuant b Section 3, there Ls a s<xxessor public entittr which wiH carry on some of the func:tiorts of the Authority and assume some of the assets, the Authority's Board shall albcate the assets between the successor public entity and the Members. 13. New Parties Termination and Withdrawal of E>tfstina Parties. The Board shah have plenary authority m establish rules, standards and charges forthe admission of rrevu parties b this Agreerrterrt and t+or the termination and withdrawal of existing parties to this Agreement, subject to the provisions set forth in this Agreement. Admissbn of a rtew member shall not require amendment th this Agreement New parties may become members on any t~nditions prescn'bed by the Boarri including payment of spedal tees and charges. The Board shati further have plenary authority to establish conditions for non-member Subscrbers to the EBRCS Pr+ojec;t whether such non-rrrerrrber Subscribers are or are not public entitles. In the event that a Member seeks to withdraw from the from the Autfwrity prior b issuance of bonds or other mstrtrments of indebtedness, the withdrawing Merrthershall be charged an amount which shall nepresertt a fir and equitable pro rata share of the costs, a and Joint Exenise of Poxrers Agreement for the East Bay Regtonal Corrrnunlcadons System Authority Flnal Agroement.• May 22, 2007 Page 9 of 11