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EAST BAY REGIONAL COMMUNICATIONS SYSTEM AUTHORITY PROJECT OPERATING AGREEMENT This PROJECT OPERATING AGREEMENT (the "Operating Agreement "), made and entered into as of , 2010, (the "Effective Date "), by and between the East Bay Regional Communications System Authority, a joint exercise of powers authority organized and existing under and by virtue of the laws of the State of California (the "Authority"), and the public agency set forth on the signature page hereof ( "User "). WITNESSETH: WHEREAS, the Authority is a joint exercise of powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act "), formed by the Members pursuant to a Joint Exercise of Powers Agreement dated as of September 11, 2007 (the "JPA Agreement "), and is authorized pursuant to Article 4 of the Act (the "Bond Law ") to borrow money for the purpose of paying the cost of public capital improvements within the State of California, including a P25 compliant or equivalent communications system serving Alameda and Contra Costa Counties and individual political jurisdictions therein (the "Project "); and WHEREAS, User and the Authority propose to enter into this Operating Agreement, whereby the Authority will own and operate the Project for the benefit of the User, and the User will pay, pursuant to user fees, the cost of the Project, consisting of a buy -in cost based on the number of radios in use in the Project ( "Initial Payments "), the cost of the Project (the "Service Payments ") and the cost of its annual operation (the "Operating Payments "), (Service Payments and Operating Payments referred to herein collectively as the "User Payments "); and WHEREAS, the Authority will issue its Revenue Bonds (the "Bonds "), pursuant to its duly adopted resolution ( "Resolution "), for the purpose of providing money to acquire the Project; and WHEREAS, the Bonds are to be secured by a pledge of and first lien on the User Payments to the extent received by the Authority from the Users pursuant to Operating Agreements executed by each of them (the "Revenues "), which Revenues are anticipated to be sufficient in time and amount to pay the principal of and interest on the Bonds; and WHEREAS, this Operating Agreement is intended to establish a means of providing the Revenues and ensuring the sound operation of the Project, and is not in itself an approval of the Project. NOW, THEREFORE, for and in consideration of the premises and the material covenants hereinafter contained, the undersigned User and the Authority agree as follows: Project Operating Agreement 090910 - 1 - ATTACHMENT A