Agmt13 Association of Bay Area Govenrments/San Francisco Estuary Partnership (ABAG/SFEP)

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�� Agreement-2012-13 SF Bay Area IRWM Grant Application ' Page 2 deposit the amount set forth opposite its name in subsection 3 of this section with ABAG/SFEP upon signing this Agreement. ABAG/SFEP will remit to or invoice a Participant for any difference between this deposit and a Participant's actual share of the cost of the Grant Consultant. Each Participant will pay all amounts due and/or invoiced within fourteen(14) days following approval of payment/invoice by appropriating agency,board,or city council. 3. City of Redwood City $6,253.00 G. Termination. This Agreement will continue until terminated by majority vote of the Coordinating Committee or upon the execution of the Grant Agreement,whichever is earlier. H. Withdrawal or Expulsion of Participant. Any Participant may withdraw from this Agreement and terminate its responsibilities thereunder upon the effective date of a written notice from said Participant to that effect.Any Participant may be expelled from this Agreement and have its responsibilities terminated for failure to carry out its responsibilities under this Agreement under clause D.4 upon written notice of the proposed expulsion and the grounds therefore. In no event, will a Participant who has withdrawn or been expelled be entitled to a refund or return of any portion of its deposit. I. Hold Harmless and Liability; Incidental and Consequential Damages. Each Participant shall indemnify and hold harmless the other Participants from the indemnifying Participant's share of liability, as determined by a court of law, for any and all claims, costs and liability for any damage caused by the negligence or willful misconduct of the indemnifying Participant and its off'icers, employees or agents in the indemnifying Participant's performance under this Agreement. The obligations of the indemnifying Participant under this section shall not apply to any claim, cost or liability caused by the negligence or willful misconduct of any other Participant. Under no circumstances shall the indemnifying Participant be liable to any other Participant or any other person or entity for consequential or special damages,or for any damages based on loss of use, revenue, profits or business opportunities arising from or in any way relating to performance of the indemnifying Participant under this Agreement. J.Amendments. This Agreement may be amended only in a writing executed by both Participants. K. Counterparts. This Agreement may be executed in counterparts, each of which is an original and all of which constitute one and the same instrument. L.Effective Date. This Agreement is effective upon execution of the Agreement.