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10. Liability of Board, Offtcers and Employees. a. The Directors, officers, and employees of the Authority shall use ordinary care and reasonable diligence in the exercise of their powers, and in the performance of their duties pursuant to this Agreement. They shall not be liable to the Members for any mistake of judgment or other action made, taken, or omitted by them in good faith, nor for any action made, taken, or omitted by any agent, employee, or independent contractor selected with reasonable care, nor for loss incurred through the investment of the Authority's funds, or failure to invest the same. b. To the extent authorized by California law, no Director, officer, or employee of the Authority shall be responsible for any action made, taken, or omitted, by any other member of the Board, officer, or employee. No member of the Board, officer, or employee of the Authority shall be required to give a bond or other security to guarantee the faithfu!performance of his or her duties pursuant to this Agreement, except as provided in Subsection 6.d (2). c. The funds of the Authority shall be used to defend, indemnify, and hold harmless the Authority and Director, officer, or employee of the Authority for actions taken in good faith and within the scope of his or her authority. Nothing herein shall limit the right of the Authority to purchase insurance to provide coverage for the foregoing indemnity. 11, Rules. The Board may adopt, from time to time, such policies, procedures, bylaws, rules and regulations for the conduct of the Authority's affairs as the Board deems necessary and appropriate. 12. Disposition of Property upon Termination. In the event of termination of the Authority pursuant to Section 3 herein and where there will be a successor public entity which will cant' on the functions of the Authority and assume its assets and liabilities, the assets of the Authority shall be transferred to the successor public entity. If upon terminatian pursuant to Section 3, there is no successor public entity which will cant' on the functions of the Authority and assume its assets, the assets shall be returned to the Members as follows: (a} a!I rea! property and any improvements thereon shall be conveyed to the Member which owned the property prior to the formation of the Authority, and (b} all other assets shall be divided among the Members in proportion to their respective contributions during the term of this Agreement. If upon termination pursuant to Section 3, there is a successor public entity which will cant' on some of the functions of the Authority and assume some of the assets, the Authority's Board shall allocate the assets between the successor public entity and the Members. 13. New Parties and Termination and Withdrawal of Existing Parties. The Board shall have plenary authority to establish rules, standards and charges for the admission of new parties to this Agreement and for the termination and withdrawal of existing parties to this Agreement, subject to the provisions set forth in this Agreement. Admission of a new member shall not require amendment to this Agreement. New parties may become members on any conditions prescribed by the Board including payment of special fees and charges. The Board shall further have plenary authority to establish conditions for non-member Subscribers to the EBRCS Project whether such non-member Subscribers are or are not public entities. In the event that a Member seeks to withdraw from the from the Authority prior to issuance of bonds or other instruments of indebtedness, the withdrawing Member shall be charged an amount which shall represent a fair and equitable pro rata share of the costs, expenses and Joint Exercise of Pourers Agreement for the East Bay Regional Communications System Authority Final Agreement; May 22, 2007 Page 9 of f 1