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Agreement shall in no way affect the rights and obligations of the <br />remaining Parties. If a Party withdraws from this Agreement, it is not <br />entitled to return of any funds contributed to the Agency nor to the return <br />in cash or in kind of any materials or supplies contributed. Withdrawing <br />Parties still are obligated for all payments due from them for the fiscal <br />year of the withdrawal. <br />12. Termination and Disposition of Property: This Agreement shall be <br />deemed terminated when only one Party continues to participate, or when <br />all participating Parties choose to terminate it. Upon termination, all <br />assets shall be distributed in equal shares to the Parties still active at the <br />time of termination or to the one Party continuing to participate or to a <br />successor agency designated by all of the remaining parties at the time of <br />termination, with the exception that if any surplus money of the Alliance <br />at the time of termination represents monetary contributions from still <br />active member Parties, said money shall be refunded to such Parties in <br />proportion to the contributions made. <br />13. Amendment: This Agreement may be amended from time to time with <br />the written consent of a majority of the participating Parties. <br />14. Insurance and Indemnification: The Alliance shall acquire such <br />insurance protection, including coverage for workers' compensation and <br />commercial general liability, as is necessary to protect the interests of the <br />Governing Board, the Parties, the Alliance staff, representatives, <br />volunteers and other participants. The Alliance shall, at its sole expense, <br />assume the defense of and indemnify and save harmless each Party to this <br />Agreement and its respective councilmembers, officers, agents and <br />employees, from all claims, losses, damages, costs, injury and liability of <br />every kind, nature and description directly or indirectly arising from the <br />performance of any of the activities, programs or services of the Alliance, <br />its Governing Board, or staff. <br />15. Execution in Counterparts: This Agreement may be executed in <br />counterparts, each of which shall be deemed an original but all of which <br />shall constitute one and the same agreement. <br />IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives, have <br />executed this Agreement. <br />ATTEST: <br />City Clerk <br />CITY OF BELMONT <br />By <br />Mayor <br />5 768104.4 <br />