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a. To retain legal counsel for all Authority business, including litigation; b. To evaluate the need for, and acquire and maintain if necessary, liability, errors and omissions, or other insurance; C. To conduct an annual audit as required by the provisions of Subsection 6.d(3); and d . To use its best efforts to develop and adopt within six (6) months of execution of this Agreement: (I) a Capital Plan specifying a means or formula for determining the timing and sequencing of construction of the EBRCS Project consistent with the Functional Specifications referenced in Section 1 of this Agreement and (ii) a funding plan specifying a means or formula for funding the Authority's operations and any EBRCS Project phases that are the responsibility of the Authority (the "Funding Plan"), which Funding Plan will include an allocation of costs among the Members, Subscribers to the EBRCS Project and other funding sources. e. To administer the EBRCS Project in accordance with the purposes set forth in Section 1. f. To establish within six (6) months of the execution of this Agreement ad hoc operational and technical committees as necessary to consider and recommend to the Board of Directors system implementation issues. g. To encourage other governmental and quasi-governmental agencies including but not limited to the State and Federal government, and special districts to participate as Subscribers in the EBRCS Project. h. To establish system participation pricing including start-up costs, and ongoing Subscriber/Member unit pricing to cover system operations, technical upgrades, and system replacement reserves. i. To establish policies and procedures for the voluntary transfer and/or lease of assets from Member jurisdictions including but not limited to frequencies, transmitter sites and associated equipment. j. To enter into agreements with Members, or, in the event that a particular skill or service is unavailable from Members, with outside vendors to perform maintenance of the system, k. To provide yearly performance review of the EBRCS Project and to report thereon as directed by the Board of Directors. 6. Administration. a. Governil1Q Board - Membership. The Authority shall be administered by a Board of Directors (the "Board") consisting of twenty-three (23) Directors and their respective alternates, Directors and alternates shall be appointed as follows and, at the time of such Joint Exercise of Powers Agreement for the East Bay Regional Communications System Authority Final Agreement: May 22, 2007 Page 5 of 11