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its independent power to issue bonds or other indebtedness shall not be within the restrictions <br />of the preceding sentence. <br />ARTICLE 7 <br />TERMINATION OF POWERS; DISTRIBUTION OF ASSETS <br />Section 7.01. Termination. The Agency shall continue to exercise the powers herein <br />conferred upon it until the earlier of June 1, 2049 or such time as all Members shall have <br />mutually agreed to terminate this Agreement. However, if any Bonds shall have been issued <br />and are outstanding, then neither this Agreement nor the owers <br />terminate, and Members benefiting from such Bonds, directly or or shall not <br />from the Agency, until all such Bonds and the interest thereon shall have been paid or provision <br />for such payment shall have been made. <br />Section 7.02. Distribution of Assets. <br />(a) In the event that Bonds are not issued, upon termination of this Agreement, all <br />assets of the Agency shall be distributed to the respective grantors or assignors in proportion to <br />their respective contributions. <br />(b) In the event that Bonds are issued and following payment of all principal and <br />interest on the Bonds, or following the provision therefor, upon termination of this Agreement, <br />one half of all assets of the Agency shall be divided equally among the Voting Members, and the <br />other half of the Agency's assets shall be divided pro rata among all Members, based on <br />participation in the Program. <br />Section 7.03. Continued Existence of Agency. Upon termination, this Agreement and <br />the Agency shall continue to exist for the limited purpose of distributing the assets of the <br />Agency and all other functions necessary to close out the affairs of the Agency. <br />ARTICLE 8 <br />GOVERNING BOARD <br />Section 8.01. Board of Directors. The Agency shall be governed by a Board of <br />Directors consisting of one City Council member, member of the Board of Supervisors or staff <br />member (each, a "Director," and collectively, the "Board from each of the Voting Members. <br />Each of the initial Directors shall be approved by their respective city councils forthwith upon <br />approval of this Agreement, and each shall serve at the pleasure of his or her respective city <br />council or board of supervisors. <br />Section 8.02. Alternates. The city council or board of supervisors of each Voting <br />Member shall appoint one alternate to the Board of Directors, who shall be a member of the city <br />council or the board of supervisors or of the staff of such city or county. When the Director <br />from any Voting Member is not present at a Board meeting, the alternate director appointed by <br />such Voting Member may serve in his place with the same authority as a Director. <br />Section 8.03. Compensation and Expenses. Directors may receive compensation for <br />their services pursuant to an authorizing resolution of the Board providing therefor. Each <br />member may be reimbursed for actual expenses, including travel incident to service as a <br />Director, pursuant to an authorizing resolution of the Board. <br />5 <br />