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<br />2. Disposition of Assets Upon Termination. The Authority may vote to <br /> <br />terminate this Agreement, or termination will occur if only one member is left in the <br /> <br />Authority. If termination occurs, all surplus money and property of the Authority shall be <br /> <br />conveyed or distributed to each member in proportion to all funds provided to the <br /> <br />Authority by that member or by the County on behalf of that member during its <br /> <br />membership, whether Structural Fire Fund or cash contract amounts. Each member <br /> <br />shall execute any instruments of conveyance necessary to effectuate such distribution <br /> <br />or transfer. In any such distribution, the amount of Structural Fire Fund derived from <br /> <br />each incorporated or unincorporated city areas shall be considered as received from <br /> <br />that member in the same manner as cash contract payments have contributed to <br /> <br />surplus assets. <br /> <br />3. Liabilities. Except as otherwise provided herein, the debts, liabilities and <br /> <br />obligations of the Authority shall be the debts, liabilities or obligations of the Authority <br /> <br />alone and not of the parties of this Agreement. <br /> <br />4. Indemnification and Insurance. <br /> <br />A. Except as provided in Article VI., Section 4. E. below, from and <br /> <br />after the Effective Date, the Authority shall defend, indemnify and hold harmless the <br /> <br />County and each of the Cities and their officers, employees, agents and representatives <br /> <br />with respect to any loss, damage, injury, claim, demand, litigation or liability and all <br /> <br />4509-08 <br />110179 v3 <br />9127199 <br /> <br />27 <br />