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26- <br />15966623.1 <br />a) Termination during the Term. <br />The Agencies may terminate the Agreement prior to the end of the Term by agreement of <br />all the Agencies in writing, such agreement being authorized by the governing body of each of <br />the Agencies. <br />b) Disposition of Assets and Obligations Upon Termination or Expiration of the <br />Agreement. <br />i) Disposition of Certain Authority Facilities <br />As set forth in Section 10(b), certain Authority Facilities (pump stations), <br />will transition ownership at the end of the Term, or any earlier termination. <br />ii) Disposition of Remaining Authority Facilities <br />In the event that all Agencies do not reach an agreement to extend the <br />term of the Agreement or to renew, revise, replace or terminate the Agreement pursuant to <br />subsection (c) below, the Authority will dispose of the remaining Authority Facilities not already <br />disposed of pursuant to subsection (b)(i) and Section 10(b). The cost of such disposal will be <br />borne by the Authority prior to the disposition of all remaining assets as set forth in subsection <br />b)(iii). <br />iii) Disposition of All Remaining Assets <br />After the discharge of all enforceable liabilities, the remaining Authority <br />assets will be liquidated and will be divided among the then parties to this Agreement based on <br />each Agency's Maximum Flow Rate Capacity as of July 1, 2020. <br />iv) Disposition of Retirement Obligations <br />In terminating this Agreement, the Agencies agree to apportion the <br />Authority's retirement obligations among all Agencies based on each Agency's Maximum Flow <br />Rate Capacity as of July 1, 2020. All Agencies will comply with all legal requirements related to <br />the Authority's pension liabilities and obligations as specified in the Act and the Public <br />Employees Retirement Law (California Government Code Section 20000 et seq.).