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C. Funding for other projects will be mutually agreed upon and apportioned on an equitable basis. <br />S. TERMINATION AND WITHDRAWAL. Any Party may terminate its participation <br />in, and withdraw from, this Agreement by providing the other Party with written notice of <br />said termination and withdrawal. Such termination and withdrawal shall become <br />effective upon thirty (30) days from such written notice. <br />9. INDEMNIFICATION. Each Party shall indemnify, defend and hold harmless the <br />other Party to this Agreement, their directors, board members, representatives, agents and <br />employees from and against all claims, injury, suits, demands, liability, losses, damages, <br />and expenses, whether direct or indirect (including any and all costs and expenses in <br />connection herewith), arising out of such Party's acts or omissions in connection with this <br />Agreement. <br />10. AMENDMENT. This Agreement may be amended only by the written consent of all <br />Parties. <br />11. CONFLICT OF INTEREST. No officer, member or employee of any Party and no <br />member of its governing body which exercises any authority with respect to this <br />Agreement shall have any pecuniary interest, direct or indirect, in this Agreement and the <br />proceeds thereof. <br />12. SELF INSURANCE. Each Party is self -insured as to any requirements under this <br />Agreement. No policies or bonds are required of any Party as to any provisions of this <br />Agreement. <br />13. NO SEPARATE ENTITY. The Parties do not intend to create a separate public <br />entity through this Agreement and no provision of this Agreement should be so <br />construed. <br />14. ENTIRE AGREEMENT AND SEVERABILITY. This Agreement represents the <br />entire understanding of the Parties and supersedes all prior oral and written <br />communications. Should any part, term or provision of the Agreement be decided by any <br />court of competent jurisdiction to be illegal or in conflict with any law of the State of <br />California, or otherwise be rendered unenforceable or ineffectual, the validity of the <br />remaining portions or provisions shall not be affected thereby. <br />