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EXHIBIT A 05/23/2011 agreement to be prepared and filed with the Office of the Secretary of State. 15. Other Associations. Participation in C /CAG is not intended to preclude member entities from entering into similar agreements with other jurisdictions. 16. Legal Counsel. Unless the Board of Directors determines otherwise, the County Counsel shall serve as legal counsel to C /CAG and provide all routine legal advice and service necessary including attendance at Board of Directors meetings. 17. Insurance. The County shall add C /CAG to its existing excess liability insurance coverage and shall maintain such coverage in full force and effect during the life of this agreement. Said excess liability insurance coverage includes a self - insured retention by the County. Unless the Board of Directors decides otherwise, County shall provide for the defense of any claims or litigation within the amount of the self - insured retention. Legal representation by the County will ordinarily be provided by the Office of the County Counsel. Any out -of- pocket expenses or loss, by way of judgment or settlement, arising out of the operation of this agreement, within the limits of the County's self - insured retention shall be shared by the parties in accordance with the formula set forth in Section 6. Expenses shall not include salaries or office expenses of any county employees, including any attorneys from the Office of the County Counsel. C /CAG JOINT POWERS AGREEMENT (JPA) 11 REVISED: MARCH, 2011 RESO. # 15110 MUFF #304