LIVERMORE AMADOR VALLEY TRANSIT AUTHORITY JPA

destinations and percentage of residential population within one quarter mile of a bus route. Service levels shall not differ by more than 15% from population-based allocations, unless approved by a vote of the Board of Directors that includes the affirmative votes of any city Member Jurisdiction whose Service Hour Allocation will be more than 15% less than the population-based allocation. In addition, the Board may, by an action meeting the requirements of Section 3.11(a), exempt any route or project from inclusion in the Service Hour Allocation until such time as the Board, by means of an action also meeting the requirements of Section 3.11(a), lifts such exemption. Section 6.9 Disposition of Surplus Money and Property. This Section shall apply to distribution by Authority of its surplus money or acquired property. This Section shall not affect the sale, transfer, or other disposition of property or money by Authority in the ordinary course of its activities necessary to fulfill the purposes of this Agreement. (a) Successor Public Entity. If by law another public entity has been created or designated to assume responsibility for providing public transportation services within all or substantially all of the Service Area of Authority, with the unanimous approval of the Member Jurisdictions the surplus money and acquired property of Authority may be transferred to such public entity upon its assumption of all (monetary) liabilities of Authority, and Authority shall thereafter terminate. (b) Withdrawal of Member Jurisdiction. Upon withdrawal of one or more Member Jurisdictions as provided in Section 5.3, the acquired property and surplus money of Authority shall be distributed to the withdrawing Members in proportion to the aggregate of that Member's contributions to Authority and TDA funds claimed by Authority on behalf of such Member Jurisdiction. To facilitate such distribution, property may be distributed in kind or reduced to cash by sale. Any distribution of cash, including surplus moneys, to a Member Jurisdiction in excess of its actual contributions to Authority shall be first approved by MTC. If Member Jurisdictions cannot agree upon the valuation of acquired property or upon their distributive shares, the disagreement shall be referred to a panel of three referees for decision. One referee shall be appointed by the Member(s) disputing the valuation or disposition. One referee shall be appointed by the Member(s) supporting the valuation or distribution. One referee shall be appointed by the two referees first appointed. The decisions of the referees shall be final and binding upon the Member Jurisdictions. ARTICLE VII: MISCELLANEOUS Section 7.1. Governing Law. This Agreement is made under the Constitution and laws of the State of California and is to be so construed. Section 7.2. Amendment. This Agreement may be amended from time to time by the unanimous written approval of all Member Jurisdictions. Such amendment shall take effect upon the approval of the last Member Jurisdiction. Copies of any amendments shall be filed with the Secretary of State in accordance with Government Code Section 6503.5 10