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If the Joint Executive Directors cannot reach an agreement after mediation, the dispute shall be presented to the Board of Directors to make a determination recommendation to the City Councils for Livermore and Pleasanton to resolve the dispute SECTION 12. SEVERABILITY Should any part, term, or provision of this Amended and Restated Agreement be decided by the courts to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terms or provisions hereof shall not be affected thereby SECTION 13. RESERVED SECTION 14. SUCCESSORS; ASSIGNMENT This Agreement shall be binding upon and shall inure to the benefit of the successors of the Parties Except to the extent expressly provided herein, neither Party may assign any right or obligation hereunder without the consent of the other SECTION 15. AMENDMENT OF AGREEMENT The Authority shall continue to exercise the powers herein conferred upon it until the earlier of the date the Parties terminate this Amended and Restated Agreement or the Authority is dissolved as set forth in Section 16 This Amended and Restated Agreement may be amended, and the powers set forth herein may be changed, restricted, or eliminated by an agreement executed by Livermore and Pleasanton at any time Any and all amendments shall be filed with the Secretary of State in the manner required by law SECTION 16. DISSOLUTION OF AUTHORITY; DISPOSITION OF ASSETS Either Party may dissolve the Authority for any reason by delivering a written notice of intent to dissolve to the other Party at least 12 months prior to the dissolution date Immediately following delivery of the notice, the Joint Executive Directors shall negotiate a disposition plan to distribute the Authority's assets, property, and contributions from the Parties, to either the Authority's successor or successors that will provide Fire Protection Services for Livermore and Pleasanton, to the Parties, or for surplus sale The dissolution plan shall also include a budget for the Authority's operations during the 12 month period leading to dissolution The disposition plan may also include a plan to dispose of the Authority's assets to satisfy any of its outstanding liabilities The intent of the Parties is that Livermore, Pleasanton, or a successor that will provide Fire Protection Services for Livermore and Pleasanton, will be encouraged to work towards hiring personnel assigned to the Authority and assume responsibility of their benefits and pension liabilities The employment liabilities will be included in the disposition plan The disposition plan shall be approved by the Board of Directors and the City Councils for Livermore and Pleasanton In the event the disposition plan is not approved by the Board of Directors and City Councils, then each Party's contributions will be returned to that Party, and any AMENDED AND RESTATED AGREEMENT FOR THE LIVERMORE-PLEASANTON FIRE DEPARTMENT JOINT POWERS AUTHORITY Page 19