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<br />the Governance Committee. Approved enhancements involving cost sharing shall <br />be submitted to the Governing Authorities for approval as appropriate. <br /> <br />Any Backbone System modification costs required to transition a New Non-City/ <br />Non-County Participating Agency to System shall be the responsibility of the new <br />Non-City/Non-County Participating Agency. <br /> <br />Any System field Equipment costs associated with the transition of a New Non- <br />City/Non-County Participating Agency to System shall be the responsibility of the <br />new Non-City/Non-County Participating Agency. <br /> <br />16.4 <br /> <br />Adding Mutual Aid Providers <br /> <br />Certain governmental and non-governmental Mutual Aid Providers may be <br />granted access to the subsystems, for the expressed purpose of providing Mutual <br />Aid to a Participating Agency. Access may only be granted by the bodies <br />described in Sections 3, 4, S, 6 of this Agreement. <br /> <br />Any Backbone System modification costs associated with adding a Mutual Aid <br />Provider to the System shall be the responsibility of the Mutual Aid Providers <br />and/or the sponsoring Partner or Participating Agency(s). <br /> <br />Any System Field Equipment costs associated with adding a Mutual Aid Provider <br />to the System shall be the responsibility of the Mutual Aid Provider and/or the <br />sponsoring Partner or Participating Agency(s). <br /> <br />17. <br /> <br />LIABILITY <br /> <br />Each Party listed in Exhibit "A" (the "Indemnitor") shall indemnifY, defend, and <br />hold all other parties, and their agents and employees (the "Indemnitees") <br />harmless from all claims, liabilities, damages, and losses to the Indernnitees <br />arising out of any acts or omissions of itself and its agents and employees in <br />connection with the performance of this Agreement which acts or omissions <br />constitute gross negligence. <br /> <br />18. <br /> <br />GOVERNANCE COMMITTEE <br /> <br />The 800 MHz Govemance Committee will oversee implementation and <br />operations of the 800 MHz System including Partner and Participating Agency <br />compliance with payment schedules, addressing operational issues affecting <br />System operation and backbone site development, reviewing and approving <br />conversion, modification and enhancement plans, approving contract pricing <br />changes, resolving disputes between Partners or Participating Agencies, <br />approving the policy recommendations of the Committees, approving policy, <br />operational and fiscal matters necessary for the operation and maintenance of the <br />System, and performing any other responsibilities required to implement this <br />Agreement. <br /> <br />Joint Agreement Nov232004 Final <br /> <br />Page 18 <br />