EAST BAY REGIONAL COMMUNICATIONS SYSTEM AUTHORITY 2007

(Government Code Section 6584 et seq.); (15) Subject to applicable legal authority, to form one or more special tax districts under the Mello -Roos Community Facilities District Act of 1982 (Government Code Section 53311 et seq.) or any other authority that may exist now or in the future; (16) To negotiate and enter into reimbursement agreements when monies to construct project improvements are advanced; (17) Subject to applicable legal authority, to cause taxes, assessments, fees or charges to be levied in accordance with applicable State and Federal law, and in a manner to accomplish the purposes of the Authority; (18)To issue bonds and sell or lease any facilities for purposes of debt financing; (19) To carry on technical and other investigations of all kinds necessary to further the purposes of the Authority; (20)To sue and be sued; (21)To amend the Functional Specifications; and (22)To exercise all powers incidental to the foregoing including, but not limited to, contracting for services from Members, reimbursing Directors for expenses incurred as permitted by law and adopting personnel rules and regulations. b. Limitation of Imposition of Powers. The provisions of subsection a. notwithstanding, the Board of Directors shall have no power to impose taxes, assessments, fees or charges within any Member's jurisdiction unless the Member's governing body adopts a resolution approving the tax, assessment, fee or charge. c. Additional Powers to be Exercised. In addition to those powers common to each of the members, the Authority shall have those powers that may be conferred upon it by subsequently enacted legislation. d. Restriction on Exercise of Powers. Pursuant to Section 6509 of the Act, the County of Alameda is designated as the Member for determination of the restrictions upon the Members in exercising the powers set forth in this Agreement. e. Debts, Liabilities and Obligations. The debts, liabilities, and obligations of the Authority shall not constitute debts, liabilities, or obligations of the Members, either jointly or severally. 5. Duties. The Authority shall have the duty to do the following within the times specified or, if no time is specified, within a reasonable time: a. To retain legal counsel for all Authority business, including litigation; Joint Exercise of Powers Agreement fcr the East Bay Regional Communications System Authority Final Agreement: August 14, 2007 Page 4 of 10