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7.01 The term of this Agreement shall commence upon execution by the PARTIES and terminate on June 30, 2027. The cost allocation in Exhibit A shall become effective starting July 1, 2012, so that costs are allocated based on one amount for the fiscal year. 7.02 Any PARTY may terminate its participation in this Agreement by giving the Chair of the Management Committee at least ninety (90) days written notice. The terminating PARTY will bear the full responsibility for its compliance with the NPDES Permit commencing on the date it terminates its participation. Unless the termination is scheduled to be effective at the close of the fiscal year in which the notice is given, termination shall constitute forfeiture of all the terminating PARTY's share of the Program Budget, for the fiscal year in which the termination occurred (both paid and obligated but unpaid amounts). The Management Committee shall recalculate the cost allocations for the remaining PARTIES accordingly for the following fiscal year by the PARTIES without the withdrawing PARTY's participation. Section 8. General Legal Provisions 8.01 This Agreement may be amended from time to time by an_affirmative vote of the PARTIES and an affirmative vote of the governing bodies of the PARTIES as specified in Section 2.07.. 8.02 This Agreement supersedes any and all prior agreement among all the PARTIES regarding the Program, but does not supersede any other agreements between any of the PARTIES. 8.03 This Agreement may be executed and delivered in any number of copies ("counterpart") by the PARTIES, including by means of facsimile. When each PARTY has signed and delivered at least one counterpart to the Program, each counterpart shall be deemed an original and, taken together, shall constitute one and the same Agreement, which shall be binding and effective as to the PARTIES hereto. 8.04 No PARTY shall, by entering into this Agreement, participating in the Management Committee, or agreeing to serve as Fiscal Agent, Contracting Agent and/or Program Manager assume or be deemed to assume responsibility for any other PARTY in complying with the requirements of the NPDES Permit. This Agreement is intended solely for the convenience and benefit of the PARTIES hereto and shall not be deemed to be for the benefit of any third party and may not be enforced by any third party, including, but not limited to, the United States Environmental Protection Agency, the State Water Resources Control Board, the Regional Water Board, and private non-governmental organizations, or any person acting on their behalf of in their stead. 8.05 It is understood and agreed that, pursuant to Government Code section 895.4, each PARTY ("indemnitor") shall, to the extent permitted by law, defend, indemnify and save harmless each other PARTY, and its officers, employees, volunteers, and contractors from all claims, suits or actions of every name, kind and description resulting from indemnitor's performance of this Agreement, excluding any injuries, death, damage or liability resulting from the gross negligence or willful misconduct of the other PARTIES or their officers or employees. [remainder of page intentionally blank] 5