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7.1.A. - Page 35 <br /> 10.06 Governing Law. <br /> This Agreement is made and to be performed in the State of California, and as such California <br /> substantive and procedural law shall apply. Venue for any litigation under this Agreement shall <br /> be in the County of San Mateo. <br /> 10.07 Headings. <br /> The section headings herein are for convenience only and are not to be construed as modifying or <br /> governing the language of this Agreement. <br /> 10.08 Counterparts. <br /> This Agreement may be executed in counterparts. <br /> 10.09 No Third Party Beneficiaries. <br /> This Agreement and the obligations hereunder are not intended to benefit any party other than <br /> the Authority and its Members, except as expressly provided otherwise herein. No entity that is <br /> not a signatory to this Agreement shall have any rights or causes of action against any party to <br /> this Agreement as a result of that party's performance or non - performance under this Agreement, <br /> except as expressly provided otherwise herein. <br /> 10.10 Filing of Notice of Agreement. <br /> Within 30 days after the Effective Date, the Secretary shall cause to be filed with the Secretary of <br /> State the notice of Agreement required by the Act. Within 30 days after any amendment to this <br /> Agreement, the Secretary shall file the amendment with the Secretary of State. <br /> 10.11 Conflict of Interest Code. <br /> The Authority shall adopt a conflict of interest code as required by law. <br /> 10.12 Indemnification. <br /> The Authority shall defend, indemnify and hold harmless each Member (and each Member's <br /> officers, agents, and employees) from any and all liability, including but not limited to claims, <br /> losses, suits, injuries, damages, costs and expenses (including attorney's fees), arising from or as <br /> a result of any acts, errors or omissions of the Authority or its officers, agents or employees. <br /> Each Member shall defend, indemnify and hold harmless the other Members (and their officers, <br /> agents, and employees) from any and all liability, including but not limited to claims, losses, <br /> suits, injuries, damages, costs and expenses (including attorney's fees), arising from or as a result <br /> of any acts, errors or omissions of that party or its officers, agents or employees. <br /> 10.13 Dispute Resolution/Legal Proceedings. <br /> Disputes regarding the interpretation or application of any provision of this Agreement shall, to <br /> the extent reasonably feasible, be resolved through good faith negotiations between the Members <br /> and /or the Authority. <br /> 10.14 Confirmation of Jurisdictional Authority. <br /> By signing this Agreement, the participating partners retain all authority granted to them by the <br /> State and/or their respective Charters. The powers and /or authority granted pursuant to this <br /> Agreement shall in no way serve to limit or restrict an individual partner's jurisdictional <br /> authority. <br /> IN WITNESS WHEREOF, each Member has caused this Agreement to be executed and attested <br /> by its proper officers thereunto duly authorized, as follows: <br /> SMAOES December 2013 Page 13 <br />