Agmt14 WRCOG Western Riverside Council of Govt JPA

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C. Miscellaneous Provisions. l. Withdrawal. City or Authority may withdraw from this JPA Amendment upon six (6) months written notice to the other party; provided, however, there is no � outstanding indebtednsss of Authority within City. The provisians of Section 6.2 of the Authority JPA shall not apply to City under this JPA Amendment. City may withdraw approval for conduct of the HERO Program within the jurisdictional limits of City upon thirty (30) written notice to WRCOG without liability to the Authority or any affiliated entity. City withdrawat shall not affect the validity pf any voluntary assessment contracts (a) entered prior to the date of such withdrawal or (b) entered into after the date of such withdrawal so long as the applications for such voluntary assessment contracts were submitted to and approved by WRCOG prior to the date of City's notice of withdrawal. 2. Indemnification and Liabilitv. Authority will defend, indemni.fy and hold the City and its directors, officials, officers, employees and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries of any kind, in law or equity,to property or persons, including wrongful death, to the extent arising out of the City's approval of this JPA Amendinent or participation in the California HERO Program including but not limited to the willful misconduct or negligent acts, errors or omissions of the Authority or its directors, officials, officers, employees and agents in connection with this JPA Amendment or the California HERO Program administered under this JPA Amendment, including without limitation the payment of expert w.itness fees and attorneys fees and other related costs and expenses except for loss or damage which was caused by the sole negligence or willful misconduct of City, Without limiting any other provision of this Section, this indemnification shall � extend, without limitation, to any claim or action (i) regarding the validity of any � contractual assessment levied as part of the California HERO Program; (ii) in eonnection with {or as a counter-claim against) any enforcement action of the Authorit • ir� � Y� �...� demanding payment by the City of any principal, interest, or other amount due to any � person in connection with any debt issued in connection with the California HERO � Program; or(iv) challenging the validity of this JPA or any delegation of power by City to � Authority. Furthermore, without limiting any other provision of this Section„ Section 5.2 ? of the Authority JPA shall not apply to this JPA Amendment. In no event shall any of Authority's Regular Members or their officials, officers or employees be held directly liable for any damages or liability resulting out of this JPA Arnendment. ; 3. Environmental Review. Authority shall be the lead agency under the California F,nvironmenta( Quality Act for any environmental review that may required in implementing or administering the California HERO Program under this JPA Amendment. 4. Cooperative Effort. City shall cooperate with Authority by providing information and other assistance in order for Authority to meet its obligations hereunder. Authority shall reimburse City for reasonable expenses incurred by City in providing such cooperation. 5. Permittin /Zonin�^Nothing in this JPA Amendment shall be construed to reduce or a(ter the City's regulatory authority with respect to the construction or installation ATTY/AGR/2014/AMENDMENTS/AMENDMENTTO THE WRC06 JOINT POWERS AGREEMENT—EXHIBITA TO RESO 3015 REV:09-26-14 VR&PT Page 4 of 7