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and ensuring compliance with the"Ralph M. Brown Act"(Government Code section 54950 et seq.), if and to the extent required. b. Custodian of Coalition Funds. The Lead Agency shall maintain an account for Coalition funds and perform the accounting and reporting activities set forth in Section 4. c. Contracts. The Lead Agency is empowered by the Coalition to enter into contracts on behalf of the Coalition,provided (i)the contract relates to ministerial duties that have been delegated to the Lead Agency by the Steering Committee (such as bookkeeping and other administrative services), or(ii)the Steering Committee has approved the essential terms of the contract. No other Member is authorized to enter into contracts on behalf of the Coalition. All contracts signed by the Lead Agency on behalf of the Coalition, including but not limited to the Existing Contracts, bind all Members, including Subsequent Members. Upon request,the Lead Agency will make available to any Member a copy of any contract entered into on behalf of the Coalition. B. Costs. Subject to the approval of the Steering Committee,the Lead Agency is entitled to be reimbursed for costs it incurs in carrying out its duties as Lead Agency, including, but not limited to, the cost of travel for state and federal advocacy, conference call hosting, and copying and postage, but excluding staff time, (hereinafter referred to as"Lead Agency Costs"). Payment of Lead Agency costs from Coalition funds shall only be made with Steering Committee approval. The Lead Agency shall keep a record of Lead Agency Costs and, upon request, shall provide to the Steering Committee a summary thereof. If the parties agree to a future project for the design, construction, or operation of a regional biosolids facility,to the extent not otherwise reimbursed, the Lead Agency may elect to have Lead Agency Costs reimbursed in the form of a credit toward any contribution required of the Lead Agency for such project. C. Indemnification. The Members shall defend, indemnify and hold the Lead Agency harmless from and against any and all claims, damages, losses, liens,judgments, penalties, expenses (including reasonable attorneys and consultant fees),and/or liabilities arising out of or relating to any acts of the Lead Agency in its capacity as Lead Agency, except to the extent caused by the intentional or willful misconduct, or the negligent acts, errors, or omissions of the Lead Agency or its agents, officers, or employees. This provision will survive the expiration or termination of this Agreement. D. Replacement. a. Resignation. If the Member acting as the Lead Agency resigns as Lead Agency, the Steering Committee shall select another Member to serve as the Lead Agency. b. Termination. The Steering Committee may replace the Member acting as Lead Agency with another Member, with or without cause. Amended and Restated JEPA v7.2 80342001/1345905-5