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JPA, CSAC-EIA Amended: February 28, 2006 <br /> Page 17 of 21 <br />Authority shall continue to exist after such election for the purpose of disposing of all claims, distributing <br />all assets, and performing all other functions necessary to conclude the affairs of the Authority. <br /> (b) Upon termination of this Agreement, all assets of the Authority in each insurance <br />program shall be distributed among those members which participated in that program in proportion to <br />their cash contributions, including premiums paid and property contributed (at market value when <br />contributed). The Board of Directors shall determine such distribution within six (6) months after disposal <br />of the last pending claim or other liability covered by the program. <br /> (c) Following termination of this Agreement, any member which was a participant in an <br />insurance program of the Authority shall pay any additional amount of premium, determined by the Board <br />of Directors in accordance with a loss allocation formula, which may be necessary to enable final <br />disposition of all claims arising from losses under that program during the entire coverage year in which <br />the member was a participant regardless of the date of entry into such program. <br /> <br /> <br />ARTICLE 24 <br />LIABILITY OF BOARD OF DIRECTORS, OFFICERS, COMMITTEE MEMBERS <br />AND LEGAL ADVISORS <br /> <br /> The members of the Board of Directors, Officers, committee members and legal advisors to any <br />Board or committees of the Authority shall use ordinary care and reasonable diligence in the exercise of <br />their powers and in the performance of their duties pursuant to this Agreement. They shall not be liable <br />for any mistake of judgment or any other action made, taken or omitted by them in good faith, nor for any <br />action taken or omitted by any agent, employee or independent contractor selected with reasonable care, <br />nor for loss incurred through investment of Authority funds, or failure to invest. <br /> No Director, Officer, committee member, or legal advisor to any Board or committee shall be <br />responsible for any action taken or omitted by any other Director, Officer, committee member, or legal <br />advisor to any committee. No Director, Officer, committee member or legal advisor to any committee <br />shall be required to give a bond or other security to guarantee the faithful performance of their duties <br />pursuant to this Agreement. <br /> The funds of the Authority shall be used to defend, indemnify and hold harmless the Authority <br />and any Director, Officer, committee member or legal advisor to any committee for their actions taken <br />within the scope of the authority of the Authority. Nothing herein shall limit the right of the Authority to <br />purchase insurance to provide such coverage as is hereinabove set forth. <br /> <br /> <br /> <br /> <br /> <br />