07 - Laserfiche WebLink

c. Effective Date. The effective date of the appointment of a new Lead Agency is to be determined by the Steering Committee and the new Lead Agency. The outgoing Lead Agency shall cooperate in transferring management of Coalition funds to the new Lead Agency, as well as the transfer of all appropriate Coalition books and records to the new Lead Agency. SECTION 6 Changes in Coalition Membership A. Subsequent Members. Any public agency in the Bay Area responsible for processing and/or managing biosolids may become a Subsequent Member upon(i)approval by the Steering Committee, and (ii)the execution of an Addendum by such Subsequent Member. The Contribution to be made by a Subsequent Member will be determined in accordance with Section 4.A. B. Withdrawal. A Member may withdraw from the Coalition by providing written notice to the other Members. Withdrawal from the Coalition does not relieve an entity of any obligations incurred while a Member, including its obligations as an indemnitor and its obligation to pay its Contribution in full. At the discretion of the Steering Committee, a Member shall be deemed to have withdrawn pursuant to this sub-Section if the Steering Committee determines, after notice to all Members, the Member has failed to abide by this agreement. Withdrawal from the Coalition, whether voluntary or involuntary, does not entitle a Member to a refund of its Contribution. SECTION 7 Indemnification With the exception of the Lead Agency when performing its duties as Lead Agency, in the performance of this Agreement, each Member and its agents, employees, and contractors shall act in an independent capacity and not as officers,employees, or agents of any other party. Except as, and to the extent, set forth in Section S.C., no Member assumes any liability for the activities of another Member in the performance of this Agreement and each Member(i) is responsible in proportion to its respective fault for all liability, including but not limited to personal injury or property damage that may arise out of this Agreement and, (ii) specifically repudiates the division of liability otherwise provided for in Chapter 21 of Part 2 of Division 3.6 of title 1 of the Government Code, entitled"Tort Liability under Agreements between Public Entitles," section 895 et seq. Except to the extent Section S.C. provides otherwise, each Member expressly agrees to defend, indemnify, and hold harmless the other Members and their directors, council members, officers, agents and employees from and against any and all loss, liability, expense, claims, suits, and damages, including attorneys' fees, to the extent arising out of or resulting from the negligent acts,errors or omissions, or the intentional or willful misconduct of the indemnifying Member, its associates, employees, sub-consultants, or other agents, in the operation of and/or Amended and Restated JEPA v7.2 7 80342001/1345905-5