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Member is admitted as a Member of SAMCAT. <br /> d. The new Member execute a counterpart of this agreement creating <br /> SAMCAT. <br /> <br /> 12. Amendment. This Agreement may be amended from time to time by a <br />two-thirds majority vote of the Members, acting pursuant to vote of their respective City <br />Councils or governing boards. <br /> <br /> 13. Insurance and Hold Harmless. SAMCAT is responsible for all insurance <br />for its operations. Whenever possible at reasonable cost, SAMCAT shall name each of <br />its members as additional insureds. No Member will be liable for claims because of its <br />participation. SAMCAT, at its sole expense, shall defend and indemnify Members <br />against any and all claims, judgments, losses, demands and costs in any way arising out <br />of the operations of this Agreement. <br /> <br /> 14. Miscellaneous. <br /> a. The section headings herein are for convenience only and are not <br /> to be construed as modifying or governing the language in the section <br /> referred to. <br /> b. This Agreement is made in the State of California under the <br /> Constitution and laws of the State and is to be so construed. <br /> <br /> c. To preserve a reasonable degree of flexibility, parts of this <br /> <br /> Agreement are stated in general terms. It is understood that there will be <br /> operating memoranda executed and amended from time to time that will <br /> further define the rights and obligations of the Parties and which will be <br /> <br /> <br />