EAST BAY REGIONAL COMMUNICATIONS SYSTEM AUTHORITY 2007

(5) Contributions. Within 90 days of execution of this Agreement, the Board will establish by two-thirds (2/3) vote of the Board the amount of start -up funds to be contributed to the Authority by each Member. Additional contributions shall be specified in the Funding Plan to be adopted by two -thirds (2/3) vote of the Board, in accordance with Section 5.d. and Section 7.a. (6) Fiscal Year. The fiscal year of the Authority shall be the period from July 1st of each year to and including the following June 30th. 7. Voting. Each member of the Board shall have one vote. The Board may take action by the affirmative vote of the majority of the entire Board. However, the following actions may only be taken with the affirmative vote of at least sixteen (16) Directors. a. Establish start -up contributions from Members, as referenced in Section 6.d.(5) of this Agreement and adopt a Funding Plan, as referenced in Sections 6.d.(5) and 5.d.; b. Levy and collect, or cause to be collected, communication impact fees on new residential, commercial, and industrial development, as authorized by local, state, and federal law; c. Form a special assessment district under any legal authority that exists now or in the future, including, without limitation, the Improvement Act of 1911 (Streets & Highways Code Section 5000 et seq.), the Municipal Improvement Act of 1913 (Streets & Highways Code Section 10000 et seq.), and the Improvement Bond Act of 1915 (Streets & Highways Code Section 8500 et seq.), as authorized by local, state, and federal law; d. Form a special tax district 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; e. Cause taxes, assessments, fees or charges to be levied as authorized by local, state, and federal law, and in a manner to accomplish the purposes of the Authority; f. Issue bonds or other forms of debt; and g. Exercise the power of eminent domain. 8. Reserved. 9. Indemnification. The Authority shall acquire such insurance protection as is necessary to protect the interest of the Authority and its Members. The Authority shall assume the defense of and indemnify and save harmless the Members and their governing bodies, officers, agents, and employees from all claims, losses, damages, costs, injury, and liability of every kind, nature, and description directly or indirectly arising from the performance of any of the activities of the Authority or the activities undertaken pursuant to this Agreement. 10. Liability of Board, Officers and Employees. Joint Exercise of Powers Agreement for the East Bay Regional Communications System Authority Page 8 of 10 Final Agreement: August 14, 2007