Agmt 13 2ndAmendedandRestated JPA Agreement JPA County of San Mateo SBWMA

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ARTICLE 15. WITHDRAWAL FROM SBWMA 15.1 Withdrawal Conditions. A Member may not withdraw from the SBWMA unless and until that Member achieves the following: a. The liquidation in full of its proportion of any and all existing debts, obligations, and liabilities incurred, earned, or expected to be earned by the date of withdrawal, including but not limited to the Revenue Bonds, as determined by the Board. b. The provision to the SBWMA of a written node of intent to withdraw from the SBWMA at least six (6) months prior to the end of the current Rate Year, specifying the date on which the Member intends to withdraw. c, The approval of such withdrawal by a 4/5 affirmative vote of Equity Members. ARTICLE 16. TERMINATION 16.1 Terminntion Requirements. This Agreement may only be terminated by consent of all Equity Members, and upon full and complete liquidation of all liabilities, including, but not limited to, the Revenue Bonds. Upon the date of termination (hereinafter "Termination Date"), payment of any and all obligations and division of any and all assets of the SBWMA shall be conducted subject to the then -applicable requirements of the law (currently California Government Code §6511 et seq.), pursuant to the following: a, In the event of termination of the SBWMA. where there is a successor public entity that will conduct all of the activities of the SBWMA and will assume all of its obligations, any and all SBWMA assets and liabilities remaining upon termination of the SBWMA shall be transferred to the successor public agency. b. If there is no successor public agency that would conduct the SBWMA's activities, all assets and liabilities shall be apportioned to each Member in proportion to the contribution of each current Member's ratepayers' total contribution during the Term of this Agreement. A reference to ratepayers' contribution means payment of Collection fees under each jurisdiction's respective Uniform franchise Agreement. c. If there is a successor public agency that would conduct sonic of the SBWMA`s activities, then the Board shall allocate the SBWMA's assets and liabilities between the successor public agency and the Mcnibers. In this case, the Members' portion of the allocation shall be allocated based on Section 16.1(b). d. In the event the SBWMA is terminated under circumstances falling within (la) or (c) above, all decisions of the Board with regard to determinations of amounts to be transferred to the Members or any successor shall be final. e. The obligations of the SBWMA terminate on the Termination Date, and each Member shall pay all amounts owed to the SBWMA prior to that date. In the event of default by a Member with regard to payment of amounts due, the obligation to pay all sums due to the SBWMA shall survive and remain in full force after the Termination Date. Page 11 of 23