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55394.00068\42104911.2 <br /> <br /> <br />8 <br />performance of this Agreement, and pays in excess of its Liability Share of such judgment, such <br />Member shall be entitled to contribution from each other Member and may require each other <br />Member to pay an amount towards the judgment for damages, but in no event shall any such other <br />Member be required to pay in excess of its Liability Share of such judgment. No Board member, <br />Member, officer, agent or employee of the Authority shall be individually or personally liable for <br />the payment of the principal of or premium or interest on any obligations of the Authority or be <br />subject to any personal liability or accountability by reason of any obligations of the Authority; <br />but nothing herein contained shall relieve any such Board member, Member, officer, agent or <br />employee from the performance of any official duty provided by law or by the instruments <br />authorizing the issuance of any obligations of the Authority. Nothing contained in this Agreement <br />shall in any way diminish the liability of any Member or other party with respect to any contract <br />between such Member or other party and the Authority. <br />Section 5.05. Indemnity by Authority for Litigation Expenses of Officer, Board Member <br />or Employee. In the event any Board member, officer or employee of the Authority be sued, either <br />alone or with others, because he or she is or was a Board member, officer or employee of the <br />Authority, in any proceeding arising out of his or her alleged misfeasance or nonfeasance in the <br />performance of his or her duties or out of any alleged wrongful act against the Authority or by the <br />Authority, indemnity to such person for reasonable expenses, including attorneys’ fees incurred in <br />the defense of the proceedings, may be assessed against the Authority or its receiver by the court <br />in the same or a separate proceeding if the person sued acted in good faith and in a manner such <br />person reasonably believed to be in the best interests of the Authority and, in the case of a criminal <br />proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The <br />amount of such indemnity shall equal the amount of the expenses, including attorneys’ fees, and <br />the amount of any judgment, incurred in the defense of the proceeding. <br />Section 5.06. Execution of Contracts. The Board, except as otherwise provided in this <br />Agreement, may authorize any officer or officers, agent or agents, to enter into any contract or <br />execute any contract or execute any instrument in the name of and on behalf of the Authority and <br />such authorization may be in general or confined to specific instances and unless so authorized by <br />the Board, no officer, agent or employee shall have any power or authority to bind the Authority <br />by any contract or engagement or to pledge its credit or to render it liable for any purpose or in <br />any amount. <br />ARTICLE VI <br /> <br />CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS <br />Section 6.01. Contributions. In accordance with the California Government Code, the <br />Members may in the appropriate circumstances when required hereunder: (a) make contributions <br />from their treasuries as approved from time to time by the Board, for the purposes set forth herein, <br />(b) make payments of public funds to defray the cost of such purposes, (c) make advances of public <br />funds for such purposes, such advances to be repaid as provided herein, or (d) use their personnel, <br />equipment or property in lieu of other contributions or advances. The provisions of Section 6513 <br />of the Joint Powers Law are hereby incorporated into this Agreement. The Authority may make <br />such arrangements relative to the repayment or return to the Members of such contribu tions, <br />payments and advances as are approved from time to time by the Board.