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X. <br />TERMINATION AND DISPOSITION OF ASSETS <br />10.1 Termination. <br />The Agency shall continue to exercise the joint powers herein until the <br />termination of this Agreement and any extension thereof as provided in this Section 10.1 or until <br />the Parties shall have mutually rescinded this Agreement; provided, however, that the Agency <br />shall continue to exist for the purposes of disposing of all claims, payment of debt service with <br />respect to bonds which have been issued or which have been authorized for issuance and <br />satisfaction of other covenants contained in the resolution and trust indenture relating to said <br />bonds, reimbursement owed to financial institutions which have secured such bonds or other <br />parties advancing funds to the Agency and satisfaction of other covenants contained in <br />reimbursement agreements with such financial institutions, establishment and collection of tolls <br />and development fees, the maintenance of toll collection facilities and the facility in accordance <br />with the California Department of Transportation agreements, distribution of assets and all other <br />functions necessary to conclude the affairs of the Agency. <br />Termination shall occur upon the written consent of all of the Parties, or upon the <br />withdrawal from the Agency of a sufficient number of the Parties to leave less than six Parties <br />remaining in the Agency, or upon transfer of title to the corridor to the California Department of <br />Transportation and full satisfaction of all outstanding financial obligations of the Agency. <br />However, no such termination shall occur until all reimbursement obligations owed to financial <br />institutions securing bonds have been paid and all other financial and contractual obligations of <br />the Agency have been satisfied. <br />10.2 Distribution of Property and Funds. <br />In the event of the termination of this Agreement, any property interest remaining <br />in the Agency following the discharge of all obligations shall be disposed of as the Board shall <br />determine with the objective of returning to each Party or former Part a proportionate share of <br />the contributions made to such properties by such Parties, less previous distributions, if any, <br />provided however that said funds also shall be expended to construct major arterial <br />transportation facilities which accomplish the purposes of the San Joaquin Hills Transportation <br />Corridor, to the extent legally possible. <br />In the event of the termination of this Agreement, any funds remaining following <br />the discharge of all obligations shall be disposed of by returning to each Party (excluding <br />withdrawn Parties as provided in Section 9.2 hereof) a proportionate share of such funds equal to <br />the percentage of the contribution made by each Party, less each Party's proportionate share of <br />previous distributions, if any, provided that said funds shall be expended to construct major <br />arterial transportation facilities which accomplish the purposes of the San Joaquin Hills <br />Transportation Corridor, to the extent legally possible. <br />15 <br />