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Memorandum of Understanding — East Bay Corridor Initiative Page 3 D. Responsibilities. Each Participant will have the following responsibilities: 1. Each Participant will assign a representative to the Steering Committee. 2. Each Participant will participate in the development and/or review of relevant multi - jurisdiction strategies. 3. ABAG will coordinate the East Bay Corridors Initiative. This will not limit or supersede any other activities undertaken collaboratively by Participants. E. Structure and Governance. For ease of formation and administration and to maintain flexibility, the East Bay Corridor Initiative is structured as an unincorporated association of local and regional public entities. The Participants agree that this MOU is independent of any other contract(s) or agreement(s) between or among the Participants, or the contract(s) or agreement(s) between or among any Corridor Jurisdiction that are promulgated to implement a grant or local PDA plan. A Steering Committee made up of one representative from each Participant will coordinate activities undertaken pursuant to this MOU. Every Participant will appoint as its representative(s) to the Steering committee or any subcommittee, a staff person with expertise and experience land use planning and development, presumably the local Planning Director. The Steering Committee may establish subcommittees to undertake activities that advance the East Bay Corridor Initiative that affect less than all Participants. Through a unanimous vote of all Steering Committee representatives, the Steering Committee may establish rules related to decision-making for the entire Steering Committee or Subcommittees, including but not limited to voting and participation. Every Participant also has the right, but not the obligation, to appoint an alternate to the Steering Committee or subcommittee. The alternate may attend any meeting of the Steering Committee or subcommittee. However, the alternate is not included in the quorum count, is not entitled to vote and may not participate in the deliberations of the Steering Committee or subcommittee, except in the absence of the representative for whom he/she is an alternate. F. Participant Resources. The Participants acknowledge that the East Bay Corridor Initiative is likely to require some investment of resource for it to be effective. Each Participant will assign staff, at no cost, to act as its representative to the Steering Committee and any relevant subcommittee. G. Other Matters. 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 officers, employees or agents in the indemnifying Participant's performance under this MOU. 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