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Attachment 1
<br />Page 13 of 14
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<br />Approved [insert date]
<br />informal efforts to settle a dispute, after reasonable efforts, fail, the dispute shall be mediated in
<br />accordance with policies and procedures established by the Board.
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<br />7.2 Liability of Directors, Officers, and Employees. The Directors, officers, and employees of
<br />the Authority shall use ordinary care and reasonable diligence in the exercise of their powers and in
<br />the performance of their duties pursuant to this Agreement. No current or former Director, officer,
<br />or employee will be responsible for any act or omission by another Director, officer, or employee.
<br />The Authority shall defend, indemnify and hold harmless the individual current and former
<br />Directors, officers, and employees for any acts or omissions in the scope of their employment or
<br />duties in the manner provided by Government Code Sections 995 et seq. Nothing in this section
<br />shall be construed to limit the defenses available under the law, to the Parties, the Authority, or its
<br />Directors, officers, or employees.
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<br />7.3 Indemnification of Parties. The Authority shall acquire such insurance coverage as is
<br />necessary to protect the interests of the Authority, the Parties, and the public. The Authority shall
<br />defend, indemnify, and hold harmless the Parties and each of their respective Board or Council
<br />members, officers, agents and employees, from any and all claims, losses, damages, costs, injuries,
<br />and liabilities of every kind arising directly or indirectly from the conduct, activities, operations,
<br />acts, and omissions of the Authority under this Agreement.
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<br />7.4 Amendment of this Agreement. This Agreement may not be amended except by a written
<br />amendment approved by a vote of Board members as provided in Section 3.7.5. The Authority
<br />shall provide written notice to all Parties of amendments to this Agreement, including the effective
<br />date of such amendments, at least 30 days prior to the date upon which the Board votes on such
<br />amendments.
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<br />7.5 Assignment. Except as otherwise expressly provided in this Agreement, the rights and
<br />duties of the Parties may not be assigned or delegated without the advance written consent of all of
<br />the other Parties, and any attempt to assign or delegate such rights or duties in contravention of this
<br />Section 7.5 shall be null and void. This Agreement shall inure to the benefit of, and be binding
<br />upon, the successors and assigns of the Parties. This Section 7.5 does not prohibit a Party from
<br />entering into an independent agreement with another agency, person, or entity regarding the
<br />financing of that Party’s contributions to the Authority, or the disposition of proceeds which that
<br />Party receives under this Agreement, so long as such independent agreement does not affect, or
<br />purport to affect, the rights and duties of the Authority or the Parties under this Agreement.
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<br />7.6 Severability. If one or more clauses, sentences, paragraphs or provisions of this Agreement
<br />shall be held to be unlawful, invalid or unenforceable, it is hereby agreed by the Parties, that the
<br />remainder of the Agreement shall not be affected thereby. Such clauses, sentences, paragraphs or
<br />provision shall be deemed reformed so as to be lawful, valid and enforced to the maximum extent
<br />possible.
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<br />7.7 Further Assurances. Each Party agrees to execute and deliver all further instruments and
<br />documents, and take any further action that may be reasonably necessary, to effectuate the purposes
<br />and intent of this Agreement.
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<br />7.8 Execution by Counterparts. This Agreement may be executed in any number of
<br />7.A - Page 20
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