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18. FURTHER ASSURANCES. The Parties agree to execute all documents and take
<br />all further actions reasonable and appropriate to carry out the intent of this MOU.
<br />19. NO SEPARATE ENTITY. This MOU neither intends to nor creates a separate
<br />entity for the purpose of carrying out the Project or for any other purpose, and
<br />shall not be so construed.
<br />20. INDEMNIFICATION. Each Party shall indemnify, defend and hold harmless the
<br />other Parties to this MOU, their respective legislative bodies, directors, board
<br />members, representatives, officials, officers, employees, volunteers and agents,
<br />from and against all claims, demands, liability, loss, injuries, damage, expenses,
<br />and costs, whether direct or indirect (including without limitation costs and fees
<br />of litigation), arising out of or in connection with such Party's acts or omissions in
<br />its performance under this MOU. Any consultant or construction contracts
<br />entered into and funded through this MOU shall require the Parties, along with
<br />their respective legislative bodies, directors, board members, representatives,
<br />officials, officers, employees, volunteers and agents, to be added as additional
<br />insureds in the insurance documents.
<br />21. INSURANCE AND SELF-INSURANCE. Each Party warrants that it has and at
<br />all times during the execution of this MOU shall maintain. appropriate and
<br />customary insurance coverages in amounts sufficient to cover any liability that
<br />may arise hereunder, or that it shall adequately self-insure.
<br />22. AMENDMENT. This MOU maybe amended only by written agreement of all of
<br />the Parties.
<br />23. CONFLICT OF INTEREST. No officer, director, official, member, or employee
<br />of any Party, and no member of its governing body, which exercises any authority
<br />with respect to this MOU or the Project, shall have any pecuniary interest, direct
<br />or indirect, in the MOU and the proceeds thereof.
<br />24. ENTIIZE AGREEMENT AND SEVERABILITY. This MOU and all exhibits
<br />referred to herein represent the entire understanding between the Parties, contain
<br />the exclusive statement of the terms of the agreement pertaining to the
<br />construction of the Project, and supersede all prior and contemporaneous
<br />negotiations, understandings or agreements pertaining thereto. Should any part,
<br />term, or provisions of this MOU be decided by any court of competent
<br />jurisdiction to be illegal, or in conflict with any law of the State of California, or
<br />otherwise be rendered unenforceable, or ineffectual, the validity of the remaining
<br />portions or provisions shall not be affected thereby.
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