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wrongful act or omission occurring in the performance of this <br />Agreement. In the event that such liability arises out of a <br />negligent or wrongful act or omission with respect to an <br />Insurance Program, the Members hereby provide pursuant to <br />Section 895.6 of the Government Code that such liability shall <br />be borne by the Members participating in suc.~ Insurance Program <br />in the same proportion as administrative expenses of the <br />Insurance Program are allocated among such participating <br />Members at the time the liability is determined. In the event <br />a Member is held liable upon any judgment for damages caused by <br />such an act or omission and makes payment in excess of its <br />proportional share, as determined in the preceding sentence, <br />such Member is entitled from each of the Members which have not <br />paid their proportional share. <br /> <br />ARTICLE 19 <br /> <br />TERMINATION AND DISTRIBUTION OF ASSETS <br /> <br /> This Agreement may be terminated at any time that no bonds <br />or other obligations of the Authority are outstanding. Upon <br />termination of this Agreement, all assets of the Authority <br />shall, after payment of all unpaid costs, expenses and charges <br />incurred under this Agreement, be distributed among the parties <br />hereto in accordance with the respective contributions of each <br />of said parties; provided that an Insurance Program Agreement <br />may set forth the specific manner of calculation and timing of <br />such distributions of funds held with respect to the related <br />Insurance Program. <br /> <br />ARTICLE 20 <br /> <br />LIABILITY OF BOARD OF DIRECTORS, <br />OFFICERS AND COMMITTEE MEMBERS <br /> <br /> The members of the Board of Directors, officers and <br />committee members of the Authority shall use ordinary care and <br />reasonable diligence in the exercise of their powers and in the <br />performance of their duties pursuant to this Agreement. They <br />shall not be liable for any mistake of judgment or any other <br />action made, taken or omitted by them in good faith, nor for <br />any action taken or omitted by any agent, employee or <br />independent contractor selected with reasonable care, ~nor for <br />loss incurred through investment of Authority fun'ds,.or failure <br />to invest. <br /> <br />12 <br /> <br /> <br />