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C:\Documents and SettinpVmhumh\1 o 1 Settings \Tcn mery Intemet Files\OI.KEWPA Deft 7 clean.dm 5.)3 DRAFT 7clean _. of termination (hereinafter "Termination Date "), payment of any and all obligations and division of any and all assets of the HEAT -SMC shall be conducted subject to the then- applicable requirements of the law, pursuant to the following: a. In the event of termination of the HEAT -SMC where there is a successor public entity that will conduct all of the activities of the HEAT -SMC and will assume all of its obligations, any and all HEAT -SMC assets and liabilities remaining upon termination of the HEAT -SMC shall be transferred to the successor public agency. b. If there is no successor public agency that would conduct the HEAT -SMC's activities, all assets and liabilities shall be apportioned to each Member Agency in proportion to the contribution of each Member Agency's total contribution during the Term of this Agreement. C. If there is a successor public agency that would conduct some of the HEAT - SMC's activities, then the Board shall allocate the HEAT -SMC's assets and liabilities between the successor public agency and the Member Agencies. d. In the event the HEAT -SMC is terminated under circumstances falling within (b) or (c) above, all decisions of the Board with regard to determinations of amounts to be transferred to the Member Agencies or any successor shall be final. e. The obligations of the HEAT -SMC terminate on the Termination Date, and each Member Agency shall pay all amounts owed to the HEAT -SMC prior to that date. In the event of default by a Member Agency with regard to payment of amounts due, the obligation to pay all sums due to the HEAT -SMC shall survive and remain in full force after the Termination Date. f. By unanimous agreement of all then current Member Agencies, said current Member Agencies may dispose of, divide, distribute, or return assets on a basis different from that established in this Section 3. 4. Governance 4.1 The HEAT -SMC is governed and administered by a Board of Directors that shall exercise all powers and authority on behalf of the HEAT -SMC. The Board shall consist of no more than 21 voting members (hereinafter "Directors "), as follows: 2 No more than 2 Members of the San Mateo County Board of Supervisors 9 No more than 9 City representatives appointed by the City Selection Committee of the Council of Cities from among city council members, provided only those cities that are Member Agencies may have a