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"Operating Period" means the period in each year from July 1 to and including the following June 30, during which time the Authority is operating the Project. 'Project" means that certain public safety radio system to be financed with the proceeds of the Bonds and all other sources of financing available to the Authority, as described in Exhibit B hereto, as the same may be amended from time to time. "Reserve and Replacement Fund means the reserve and replacement fund held by the Authority pursuant to Section 3.06 hereof. "Reserve and Replacement Fund Requirement" means that requirement for the Authority's maintenance of a minimum of One Million Dollars ($1,000,000) in the Reserve and Replacement Fund. "Revenue Fund" means the special fund held by the Trustee pursuant to the Trust Agreement. "Revenues" means (a) the Initial Payments, (b) all User Payments received by the Authority from the Users hereunder, including the proceeds of any business interruption insurance, (c) investment income with respect to any moneys held by the Trustee in the funds and accounts established under the Trust Agreement and/or the Financing Agreements, and (d) all other funds from any source legally available to the Authority. "Service Payments" means the annual payments by each User for the service provided by the Project in the applicable Operating Period, in the amounts set forth in Exhibit A hereto, as revised periodically from time to time by the Authority, which amounts shall be used by the Authority to pay the principal of and interest on the Bonds and/or be deposited in the Reserve and Replacement Fund. "Subscribers" means users of the Project pursuant to conditions imposed by the Authority and this Operating Agreement, that are parties to this Operating Agreement but are not signatories to the JPA Agreement. "Trustee means initially the Treasurer, Auditor or other designee of the County of Alameda or such other firm appointed by the Authority and acting as an independent Trustee with the duties and powers provided in the Trust Agreement; its successors and assigns; and any other corporation or association which may at any time be substituted in its place, as provided in the Trust Agreement. "Trust Agreement" means the Trust Agreement, dated as of October 1, 2010, between the Authority and the Trustee, as originally executed and as it may from time to time be amended or supplemented. "User Payment" means, collectively, the Service Payment and the Operating Payment due in any year, except to the extent such amounts are rebated to a User due to abatement of such User's obligations hereunder as provided in Section 3.04 hereof. "Users" includes Members and Subscribers. Project Operating Agreement 090910 -4-