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the issuance, sale or administration of the Bonds or any other bonds issued in <br />connection with the California HERO Program. <br />6. Phased Implementation. The Parties recognize and agree that <br />implementation of the California HERO Program as a whole can and may be <br />phased as additional other cities and counties execute similar agreements. City <br />entering into this JPA Amendment will obtain the benefits of and incur the <br />obligations imposed by this JPA Amendment in its jurisdictional area, irrespective <br />of whether cities or counties enter into similar agreements. <br />C. Miscellaneous Provisions. <br />1. Withdrawal. Authority may withdraw from this JPA Amendment <br />upon six (6) months written notice to City; provided, however, there is no <br />outstanding indebtedness of Authority within City. The provisions of Section 6.2 <br />of the Authority JPA shall not apply to City under this JPA Amendment. City may <br />withdraw approval for conduct of the HERO Program within the jurisdictional <br />limits of City upon thirty (30) written notice to WRCOG without liability to the <br />Authority or any affiliated entity. City withdrawal shall not affect the validity of any <br />voluntary assessment contracts (a) entered prior to the date of such withdrawal <br />or (b) entered into after the date of such withdrawal so long as the applications <br />for such voluntary assessment contracts were submitted to and approved by <br />WRCOG prior to the date of City's notice of withdrawal. <br />2. Indemnification and Liability. Authority shall defend, indemnify and <br />hold City and its directors, officials, officers, employees and agents free and <br />harmless from any and all claims, demands, causes of action, costs, expenses, <br />liabilities, losses, damages or injuries of any kind, in law or equity, to property or <br />persons, including wrongful death, to the extent arising out of the acts, errors or <br />omissions of Authority or its directors, officials, officers, employees and agents in <br />connection with the California HERO Program administered under this JPA <br />Amendment, including without limitation the payment of expert witness fees and <br />attorneys fees and other related costs and expenses, but excluding payment of <br />consequential damages, provided that the Authority shall not be required to <br />defend or indemnify City and its directors, officials, officers, employees and <br />agents for City's sole negligence or willful misconduct. Without limiting the <br />foregoing, Section 5.2 of the Authority JPA shall not apply to this JPA <br />Amendment. In no event shall any of Authority's Regular Members or their <br />officials, officers or employees be held directly liable for any damages or liability <br />resulting out of this JPA Amendment. <br />3. Environmental Review. Authority shall be the lead agency under <br />the California Environmental Quality Act for any environmental review that may <br />required in implementing or administering the California HERO Program under <br />this JPA Amendment. <br />A -4 <br />