TRANSPORTATION CORRIDOR AGENCY - SAN JOAQUIN CORRIDOR

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responsible for the negligent or wrongful acts or omissions shall indemnify, defend, and hold the Agency and all other Parties harmless from any liability for personal injury or property damage arising out of the performance of this Agreement. If the Agency enters into a Joint Transportation Corridor Agency Agreement pursuant to which a Joint Transportation Corridor Agency is formed, then each Party agrees to hold harmless and indemnify the Joint Transportation Corridor Agency, the board of directors of the Joint Transportation Corridor Agency, and the members of such board of directors of the Joint Transportation Corridor Agency, for all matters within the scope of the indemnities made by the Parties in this Section 8.2 with respect to the Agency, the Board and its Members, to the same extent as such indemnities are made to the Agency, the Board and its Members. IX. ADMISSION AND WITHDRAWAL OF PARTIES 9.1 Admission of New Parties. It is recognized that public entities, other than the original Parties, may wish to participate in the Agency. Additional public entities may become Parties to the Agency upon such terms and conditions, including, but not limited to, financial contributions, as provided by the Board and upon the unanimous consent of the Parties evidenced by the execution of a written amendment to this Agreement, executed by all of the Parties, including the additional Party. 9.2 Withdrawal. It is fully anticipated that each Party hereto shall participate in the Agency until the purposes set forth in Section 2.2 above are accomplished. The withdrawal of any Party, either voluntarily or involuntarily pursuant to Sections 4.2 and 4.3 above, unless otherwise provided by the Board, shall be conditioned as follows: (i) in the case of a voluntary withdrawal, written notice shall be given one hundred and twenty (120) days prior to the end of a fiscal year, (ii) the fee program established by the Party pursuant to this Agreement shall remain in effect for a period of at least four (4) years after the adoption and for any additional period of time in which the Agency has theretofore made a financial commitment secured by the receipt of such fees, including by way of illustration, but not limitation, bonds which have been issued or authorized for issuance by the Agency, and letters of credit or other reimbursement obligations owed to financial institutions which have secured such bonds or other parties advancing funds to the Agency; (iii) said withdrawal shall not relieve the Party of its proportionate share of any debts or other liabilities incurred by the Agency prior to the effective date of the Party's withdrawal, nor any liabilities imposed upon or incurred by the Party pursuant to this Agreement prior to the effective date of the Party's withdrawal; and (iv) said withdrawal shall result in the forfeiture of that Party's rights and claims relating to distribution of property and funds upon termination of the Agency, as set forth in Section 10.2 below. 14