Agenda packet — Vallejo City Council, January 23, 2024 (part 5 of 5)

2.2 In the space provided below, describe how the event demonstrates support of SESP program goals. Do not attach additional sheets.

2.2.1 Enhance economic development
Our 2023 event, which was held on June 3, drew more than 8,000 visitors, more than doubling the attendance from the previous year, which was the first to be held post-pandemic and the first to be hosted at the Mare Island Coal Sheds. We conducted a post-event survey, which indicated that event-goers, sponsors, vendors and other participants were pleased with the festival and showed enthusiasm for the 2024 event, with some suggesting that the event should be extended to two days.

Our sponsors included some of the most influential businesses of Vallejo and Northern California, including Mare Island Co., VTown Farms, Cache Creek, San Francisco Bay Ferry and Recology. Pista Sa Nayon also showcased the Mare Island Coal Sheds as among the top festival venues of the Bay Area.

Encourage community participation and promote arts and cultural growth Organizers prioritized the participation of our youth for the 2023 festival. Pista Sa Nayon has always depended on a volunteer workforce, but it was crucial for young people – and not just Filipino-American youth – to take ownership of the event and help move it forward. As a result, dozens of students from Vallejo, St. Patrick-St. Vincent, Jesse Bethel and Benicia high schools played a large role in planning and organizing, setting up on the day of the event, manning booths and more. They brought energy and new ideas, while learning about Filipino culture. Individual volunteers and community groups such as Kababayan Kids were also key in bringing together a well-rounded program.

2.2.2 Provide a rich variety of festivities for residents and visitors Vallejo Pista Sa Nayon built its reputation on crowd-pleasing live performances, a diverse lineup of food and merchandise vendors and the ever-popular martial arts competition. They were all in place in 2023, but the festival expanded to provide something for all ages. For 2023, a Next Generation stage was added to feature performances by and for the younger generation. Also debuting was a Cultural Pavilion that provided showcases for visual artists, authors and a tattoo artist that specializes in Filipino ink. The Cultural Pavilion also provided a space for grade-school-aged students and toddlers to learn and play.

Organizers will continue to expand the festival’s reach with new programs in 2024.

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Section 3: Financial Capabilities and Event Execution (50% of scoring weight) In the space below, describe your organization’s financial capabilities and event execution experience.

The description for each category should be brief and succinct. Do not attach additional sheets.

3.1 Ability to produce a profitable or break-even event measured on a cash basis Pista Sa Nayon has miraculously been able to break-even in past years. In the past 2 years, we have strived to have a small starting fund for the following year and have averaged about $5,000 post festival. We track our finances and added improvements as we integrated new tracking tools and processes in 2023.

3.2 Extent of diversified financial support and in-kind contributions and/or volunteer resources We work hard to seek financial support to deliver this event. We have done fundraisers, presentations for potential sponsors and applications. We are constantly trying to keep up with opportunities to keep this annual free community event alive and strong. We take pride in shaping our festival production by integrating opportunities for youth from high schools, local clubs, businesses and organizations where they can take part in planning and leading pillars of festival production. We mentor youth in this process and make it a fun and rewarding experience. Our team is comprised of not just Filipino-American youth, we have a diverse mix that we are humbled to join us in these efforts. We remain proactive and hope to launch into 2024 framing the volunteer opportunities as an internship program.

3.3 Ability and experience in producing a well-planned and safe event.

As of 2023, Pista Sa Nayon has engaged a professional event and community festival organizer . She is a certified Project Manager and has over 15 years of event planning and community involvement in Vallejo/Solano County. In Pista Sa Nayon’s decades, there has not been a security issue. The festival continues to remain safe and we strive to keep it that way.

3.4 Depth of managerial and organizational capacity
Pista Sa Nayon has a solid organizational structure. The Filipino Community of Solano County continues to be the foundational backbone and leads key decisions and serves as advisors and mentors that lead the Philippine Cultural Committee who is responsible to produce Vallejo Pista Sa Nayon. The event production is led and overseen by our event organizer/chair who regularly consults the organization. Within the chair’s structure includes youth in leadership positions in charge of pillars of the festival. There is positive union and collaboration within the structure to produce this large event. The relationship/partnership also bridges generational gaps aiming to preserve culture and longtime Vallejo traditions.

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Section 4: Event Budget/Anticipated Expenses
Group expenses into major categories below. Specify up to five other categories. Budget must include City of Vallejo Services (based on anticipated cost of City staff; email specialevent s@ci tyofvall ejo.net for quote.) Section is required but will not be scored or contributed to the merit of the application.

Description Amount
City of Vallejo Services (Police, Fire, Public Works on day(s) of event) $ Permit Fees $ 1,500
Event Staff - None City of Vallejo Services $6,000
Promotion and Marketing $2,000
Venue $2,500
Stage/Tent/Canopy Set Up $15,500
Decoration/Other Site Set Up $5,500
Supplies and Equipment $ Food/Catering $ Program/Activities/Performances $20,000
Security $ Portable Toilets $ Trash, Recycling, Compost, and Related Services $7,000
Other Vendors $
Other 1, specify: $
Other 2, specify: $
Other 3, specify: $
Other 4, specify: $
Other 5, specify: $
Total Anticipated Expenses $60,000

Page 4 of 6 ends

Section 5: Available Funding
This section is required, however, information provided will be not be scored and does not contribute to the merit of the application. Applicants may request up to 50% of total event costs or 100% of City of Vallejo service cost, whichever is higher. Event must have at least 50% in other funding sources Specify all available funding sources and amounts for the event. Indicate if funding is confirmed or anticipated. Include SESP Award and requested amount as an anticipated funding source. Attach additional sheets if necessary.

Description Status Amount
1: Vallejo Special Event Sponsorship Program (SESP) Award ☒ Anticipated $25,000
□ Confirmed
2: x Anticipated sponsorships
$25,000
□ Confirmed
3: x Anticipated vendor booth/truck payments
$10,000
□ Confirmed
4: □ Anticipated
□ Confirmed
5: □ Anticipated
$
□ Confirmed
6: □ Anticipated
$
□ Confirmed
7: □ Anticipated
$
□ Confirmed
8: □ Anticipated
$
□ Confirmed
9: □ Anticipated
$
□ Confirmed
10: □ Anticipated
$
□ Confirmed
11: □ Anticipated
$
□ Confirmed
12: □ Anticipated
$
□ Confirmed
13: □ Anticipated
$
□ Confirmed
14: □ Anticipated
$
□ Confirmed
15: □ Anticipated
$
□ Confirmed
Total Funding: $60,000

Page 5 of 6 ends

Section 6: Event Revenue
This section is required, however, information provided will be not be scored and does not contribute to the merit of the application. Specify the net revenue amount for the last two years the event occurred.

Date and Year Event Occurred Net Revenue
1: $ 5,085
2: $ 5,938
Section 7: Affidavit and Signature
The SESP application requires two signatures: 1) applicant, and 2) CFO or Treasurer of Event Host Organization, unless the same person serves as both the applicant and the CFO/Treasurer for the Organization.

AFFIDAVIT OF APPLICANT
I certify that the information contained in the foregoing application is true and correct to the best of my knowledge and belief. I understand that this application is made subject to the rules and regulations established by the City Council and/or the City Manager or the City Manager's designee. Applicant agrees to comply with all reporting and sponsor acknowledgement requirements if the event is awarded a grant under the Special Event Sponsorship Grant Program. I agree to abide by all requirements and further certify that I, on behalf of the Event Organization, am also authorized to commit that organization, and therefore agree to be financially responsible for any costs and fees that may be incurred by or on behalf of the Event to the City of Vallejo. I further agree to pay back any or all of the awarded grant to the City of Vallejo within 30 days of notification if the event is canceled or modified significantly from the original proposed activities as determined by the SESP Decision Committee, City Council, and/or the City Manager or the City Manager’s designee.

Print Name of Applicant: Jennie Mojica
Title: Chair
Applicant Signature:

Date: September 28, 2023
Print Name: Susan Encarnacion
Title (select one): ☐ Chief Financial Officer x Treasurer Signature:

Date: September 28, 2023
SESP Application Page 8 of 8 (Rev 2/9/2022)

Page 1 of 6 ends

Special Events Sponsorship 'ƌĂŶƚProgram Application
for Festivals, Parades, and Community Celebrations
Section 1: Event and Contact Information
Event Name:

Event Date(s):

Event Location:

Event Organization: Type: ܆501(c)3 ܆501(c)6
Anticipated Attendance: Award Amount Requested:

Address:

Applicant Name: Phone Number:

Email:

Section 2: Event Narrative and Significance (50% of scoring weight)

2.1 In the space provided below, briefly describe the event’s nature, structure and vision and how well the event relates to your organization’s mission, purpose and g oals. The description should be brief and succinct. Do not attach additional sheets.
169th Annual 4th of July Parade
Thursday, July 4, 2024
Tennessee St to Sonoma Blvd to Georgia St to Mare Island Way Vallejo Parade Association
6,000 $10,000
425-A Virginia Street, Vallejo Ca 94590
Constance Howard, President 707 479-6131
[email protected]
The goal of the Vallejo Parade Association is to present the 169th Annual 4th of July Parade family friendly event for the City of Vallejo and nearby cities to celebrate our country’s independence.

Page 2 of 6 ends

2.2 In the space provided below, describe how the event demonstrate support of SESP program goals.

Do not attach additional sheets.

2.2.1 Enhance economic development
_
Encourage community participation and promote arts and cultural growth

2.2.2 Provide a rich variety of festivities for residents and visitors The parade provides marketing and visibility oppurtunities for our business community organizations, non-profit groups, schools & religious groups and individuals. It also enhances partiotism for our diverse city.

The parade provides a nopportunity for all participants to work on creative, informative and entertaining presentations concerning vision, culture and traditions.

Through the parade's many decades of providing traditional family fun, the community joins together in the early morning, some as many as 3 hours to secure their "favorite" spot.

To promote community spirit and pride.

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Section 3: Financial Capabilities and Event Execution (50% of scoring weight) In the space below, describe your organization’s financial capabilities and event execution experience.

The description for each category should be brief and succinct. Do not attach additional sheets.

3.1 Ability to produce a profitable or break-even event measured on a cash basis

3.2 Extent of diversified financial support and in-kind contributions and/or volunteer resources

3.3 Ability and experience in producing a well-planned and safe event

3.4 Depth of managerial and organizational capacity
The VPA relies primarily on entry fees.

Each year, however as expenses increase i.e. insurance and porta potties,it has become more challenging for the VPA to secure sponsors.

It is the desire of the VPA not to increase entry fees so all groups have the opportunity to participate.

The majority of this event is supported by volunteers. including committee members, street marshalls.

The Valeljo Parade Association and committee members have more than 35 years of combined experience The VPA and the City of Vallejo have in the past and will continue to insure a safe and entertaining family event.

See 3.3 above

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Section 4: Event Budget/Anticipated Expenses
Group expenses into major catego ries below. Specify up to five other categories. Budget must include City of Vallejo Services (based on anticipated cost of City staff; email s p e c i a l e v e n t s @ c i t y o f v a l l e j o . n e t for quote.) Section is required but will be not scored or contributed to the merit of the application.

Description Amount
City of Vallejo Services (Police, Fire, Public Works on day(s) of event) $ Permit Fees $
Event Staff - None City of Vallejo Services $
Promotion and Marketing $
Venue $
Stage/Tent/Canopy Set Up $
Decoration/Other Site Set Up $
Supplies and Equipment $
Food/Catering $
Program/Activities/Performances $
Security $
Portable Toilets $
Trash, Recycling, Compost, and Related Services $
Other Vendors $
Other 1, specify: $
Other 2, specify: $
Other 3, specify: $
Other 4, specify: $
Other 5, specify: $
Total Anticipated Expenses $
Waived
Waived
0 1,000
0 0
200
345
540
New Puppet/Maint. 4,000
0 1,400
0 Insurance 1,925
DJ and Sound 400
Prizes and Trophies 900
Tax preparation and state fees 395
11,105

Page 5 of 6 ends

Section 5: Available Funding
This section is required, however, information provided will be not be scored and does not contribute to the merit of the application. Applicants may request up to 50% of total event costs or 100% of City of Vallejo service cost, whichever is higher. Event must have at least 50% in other funding sources Specify all available funding sources and amounts for the event . Indicate if funding is confirmed or anticipated. Include SESP Award and requested amount as an anti cipated funding source. Attach additional sheets if necessary.

Description Status Amount
1: Vallejo Special Event Sponsorship Program (SESP) Award ܈Anticipated ڧConfirmed
$
2: ڧAnticipated
ڧConfirmed
$
3: ڧAnticipated
ڧConfirmed
$
4: ڧAnticipated
ڧConfirmed
$
5: ڧAnticipated
ڧConfirmed
$
6: ڧAnticipated
ڧConfirmed
$
7: ڧAnticipated
ڧConfirmed
$
8: ڧAnticipated
ڧConfirmed
$
9: ڧAnticipated
ڧConfirmed
$
10: ڧAnticipated
ڧConfirmed
$
11: ڧAnticipated
ڧConfirmed
$
12: ڧAnticipated
ڧConfirmed
$
13: ڧAnticipated
ڧConfirmed
$
14: ڧAnticipated
ڧConfirmed
$
15: ڧAnticipated
ڧConfirmed
$
Total Funding: $
10,000
Parade Entry Fees 2,500
12,500
SESP Application Page 8 of 8 (Rev 2/9/2022)
Section 6: Event Revenue
This section is required, however, information provided will be not be sc ored an d does n ot contribute to the merit of the application. Specify the net revenue amount for the last two years the event occurred.

Date and Year Event Occurred Net Revenue
1: $
2: $
Section 7: Affidavit and Signature
The SESP application requires two signatures: 1) applicant, an d 2) CFO or Treasurer of Event Host Organization, unless the same person serves as both the applica n t a n d t h e C F O / T r e a s u r e r f o r t h e Organization.

AFFIDAVIT OF APPLICANT
I certify that the information contained in the foregoing application is true and correct to the best of my knowledge and belief. I understand that this application is mad e subject to the rules and regulations established by the City Council and/or the City Manager or the City Manager's designee. Applicant agrees to comply with all reporting and sponsor acknowledgement requirements if the event is awarded a grant under the Special Event Sponsorship 'ƌĂŶƚProgram. I agree to abide by all requirements and further certify that I, on behalf of the Event Organization, am also authorized to commit that organization, and therefore agree to be financially responsible for any costs and fees that may be incurred by or on behalf of the Event to the City of Vallejo. I further agree to pay back any or all of the awarded grant to the City of Vallejo within 30 days of notifica tion if the event is canceled or modified significantly from the original proposed activities as determin ed by the SESP Decision Committee, City Council, and/or the City Manager or the City Manager’s designee.

Print Name of Applicant:

Title:

Applicant Signature: Date:

Print Name:

Title (select one): ܆Chief Financial Officer ܆Treasurer Signature: Date:
2023 975
2022 700
Constance Howard
President
9/27/2023

Page 1 of 6 ends

Special Events Sponsorship 'ƌĂŶƚProgram Application
for Festivals, Parades, and Community Celebrations
Section 1: Event and Contact Information
Event Name:

Event Date(s):

Event Location:

Event Organization: Type: ܆501(c)3 ܆501(c)6
Anticipated Attendance: Award Amount Requested:

Address:

Applicant Name: Phone Number:

Email:

Section 2: Event Narrative and Significance (50% of scoring weight)

Mad Hatter Holiday Parade and Festival (VCAT stage
Saturday December 2, 2023
Corner Georgia St.& Sacramento Street Downtown
Vallejo Community Access TV ■
8-12K 3,500
1800 Ascot Parkway Room H100 Vallejo CA, 94591
Sherry Prewitt 707-478-3025
[email protected]
Event's nature is to celebration of of community,celebrating the holiday season, bringing residents together to particpate in the day festiv Event's structure will staging for entertainment& parade announcers,canopy for tea party, childrens activity,TV cameras set up Event's Vision is a family event will consist of entertainment, kids zone, tea party,hat contest and costume theme characters with holiday theme inspired props, tents and seating area for the tea party. Festival entertainment 12-4pm and parade announcers for parade line up. VCAT is a public access tv media in the city of Vallejo, provides a voice for our residents training,filming community events, educational and has been serving the Vallejo residents and Solano County. Vcat has been in partnership with the Mad Hatter Holiday festival for over 10 years and continues to increase it's involement in this wonderful event

Page 2 of 6 ends

2.2 In the space provided below, describe how the event demonstrate support of SESP program goals.

Do not attach additional sheets.

2.2.1 Enhance economic development
_
Encourage community participation and promote arts and cultural growth

2.2.2 Provide a rich variety of festivities for residents and visitors The Mad Hatter Holiday Festival & Parade has been an integral part of Vallejo major event for over decade. VCAT has been in partnership with providing activities, entertainment for the day festival prior to the parade.

VCAT PSA's are broadcast along with streaming media and socia media sites to attract and inform the residents of the upcoming even The theme of the event lends itsself to be a fun filled and fantasy inspired day.It is a holiday celebration and everyone is welcome The event attracts local and surrounding counties residents, vendors, art cars and display from burnimg man and local artist to particpate, The downtown business community benefit along with Vallejo lodging, ferry and other services see an major increase in revenue bringing more tax dollars to the city.

VCAT's day festival stage area incourages all ages to particpate, by providing entetainment, contests, children activites . It is a fun filled day showcasing diversity,cultural, artistic expression and community out reach VCAT's stage day festival in a part of the Mad Hatter festival day activity prior to the parade itself . Starting at 12pm, it is the kickoff for the festival. A fun filled day with vendors, art displays, tea party, live entertainment and interactive games. Vistors look forward to particapating in the theme event and many arrive in theme outfits to join in on the fun. There are contests, face painting and games for children.

Page 3 of 6 ends

Section 3: Financial Capabilities and Event Execution (50% of scoring weight) In the space below, describe your organization’s financial capabilities and event execution experience.

The description for each category should be brief and succinct. Do not attach additional sheets.

3.1 Ability to produce a profitable or break-even event measured on a cash basis

3.2 Extent of diversified financial support and in-kind contributions and/or volunteer resources

3.3 Ability and experience in producing a well-planned and safe event

3.4 Depth of managerial and organizational capacity
The Mad Hatter Festival and Parade is a free event to the public. The VCAT day stage is a community outreach program and as a a non-profit seeks only acutual cost reimbursements.

Minimal diversified financial support is anticapated due to COVID afte effects. Volunteer resources are the major portion of support and or in kind contributions.

The Mad Hatter Fesitval and Parage has a solid track record for over a decade and has proven to have the ability and experience in continuing to produce a well-planned and safe event. VCAT has been partnered with this event and continues to expand it's outreach.

The Mad Hatter Festival and Parade has a reconized leadership by the City of Vallejo and has worked in conjunction with the City departments and official for over a decade.

VCAT day festival entertainment stage in under the direction of Mad Hatter Festival and parade leadership

Page 4 of 6 ends

Section 4: Event Budget/Anticipated Expenses
Group expenses into major catego ries below. Specify up to five other categories. Budget must include City of Vallejo Services (based on anticipated cost of City staff; email s p e c i a l e v e n t s @ c i t y o f v a l l e j o . n e t for quote.) Section is required but will be not scored or contributed to the merit of the application.

Page 5 of 6 ends

Section 5: Available Funding
This section is required, however, information provided will be not be scored and does not contribute to the merit of the application. Applicants may request up to 50% of total event costs or 100% of City of Vallejo service cost, whichever is higher. Event must have at least 50% in other funding sources Specify all available funding sources and amounts for the event . Indicate if funding is confirmed or anticipated. Include SESP Award and requested amount as an anti cipated funding source. Attach additional sheets if necessary.

Description Status Amount
1: Vallejo Special Event Sponsorship Program (SESP) Award ܈Anticipated ڧConfirmed
$
2: ڧAnticipated
ڧConfirmed
$
3: ڧAnticipated
ڧConfirmed
$
4: ڧAnticipated
ڧConfirmed
$
5: ڧAnticipated
ڧConfirmed
$
6: ڧAnticipated
ڧConfirmed
$
7: ڧAnticipated
ڧConfirmed
$
8: ڧAnticipated
ڧConfirmed
$
9: ڧAnticipated
ڧConfirmed
$
10: ڧAnticipated
ڧConfirmed
$
11: ڧAnticipated
ڧConfirmed
$
12: ڧAnticipated
ڧConfirmed
$
13: ڧAnticipated
ڧConfirmed
$
14: ڧAnticipated
ڧConfirmed
$
15: ڧAnticipated
ڧConfirmed
$
Total Funding: $
2,500
donations 500
3,000
x
SESP Application Page 8 of 8 (Rev 2/9/2022)
Section 6: Event Revenue
This section is required, however, information provided will be not be sc ored an d does n ot contribute to the merit of the application. Specify the net revenue amount for the last two years the event occurred.

AFFIDAVIT OF APPLICANT
I certify that the information contained in the foregoing application is true and correct to the best of my knowledge and belief. I understand that this application is mad e subject to the rules and regulations established by the City Council and/or the City Manager or the City Manager's designee. Applicant agrees to comply with all reporting and sponsor acknowledgement requirements if the event is awarded a grant under the Special Event Sponsorship 'ƌĂŶƚProgram. I agree to abide by all requirements and further certify that I, on behalf of the Event Organization, am also authorized to commit that organization, and therefore agree to be financially responsible for any costs and fees that may be incurred by or on behalf of the Event to the City of Vallejo. I further agree to pay back any or all of the awarded grant to the City of Vallejo within 30 days of notifica tion if the event is canceled or modified significantly from the original proposed activities as determin ed by the SESP Decision Committee, City Council, and/or the City Manager or the City Manager’s designee.

Print Name of Applicant:

Title:

Applicant Signature: Date:

Print Name:

Title (select one): ܆Chief Financial Officer ܆Treasurer Signature: Date:
12/3/2022 -0-
12/4/2021 -0-
Sherry Prewitt
Executive Director
9/26/2023
Ann Coleman
■
9/26/2023

2.1 The Obtainium Cup Contraptor’s Rally started in 2012 as a w ay to bring art to the Vallejo area, specifically to Mare Island. Inspired by the Grand Kinetic Championship in Arcata, we created an event that focused on pedal powered art vehicles. Obtainium has been involved with a number of free art related events that have developed over the past decade including Art Walk, Mad Hatter Festival and Parade, and Visions of the Wild Festival. This event furthers our mission of bringing interesting art to the area that is interactive and open to people of all ages and cultures.

2.2.1 By creating events that bring people from the Greater Bay Area to Mare Island, we feel that we have an opportunity to show off the beauty of the island along with having fun events that bring commerce to the local businesses.

Our event is a wonderful opportunity for people to create interesting art vehicles and explore their own creativity. Many of the vehicles were created by local residents who have gone on to take them to other events including the Grand Kinetic Championship. By holding the event at the Mare Island Art Studio, we contribute to the exposure that this art studio receives by people from Vallejo and the surrounding cities.

2.2.2 Our event includes 4 different challenges for the partici pants to engage with the public by going through the Zombie Preserve, answering the crazy answers from the Queen of Hearts and her Wonderland characters, help battle the robots in the Robot Rumble, and finally shoot stuffed animals into the air in the Monkey Gun Range. Each challenge has a number of fun characters and costumes that are artistic and fun, especially for the kids.

3.1 We have put on this event in a variety of sizes since 2012 and have continued to have a successful break-even or profit, although we have never made a lot of money from the event.

3.2 We have put on this event with only volunteers and crew fro m Obtainium Works who have worked tirelessly to make it into an almost annual event. We also rely on the financial support of a number of businesses in the Vallejo area, in-kind sponsors, and sponsors.

3.3 We have had a very safe event since 2012 and continue to wo rk with COV and the Mare Island Company (formerly with Lennar) to make this a fun and successful event on the island. Our team of volunteers is well-seasoned and we enjoy the event more and more each year.

3.4 The Obtainium Works team that organizes the event has done it for many years and has the ability to work through all challenges, especially when we had to move the 2022 event at the last minute due to a conflict with holding it at Alden Park. We have had a successful relationship with all City officials in the planning of the event.

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Excerpt from Mario Saucedo Application

Section 2: Event Narrative and Significance (50% of scoring weight)

Dia de Los Muertos is a Hispanic Cultural event that brings families and comunity together to celebrate the life of their ancestors that have passed on. We start Dia de Los Muertos with a parade/procession in downtown Vallejo that ends at Georgia/ Santa Clara by City Hall.Then we have vendors,a stage with entertainment and rituals by the Aztec Dancers ,that welcome our ancestors, we create comunity altars and Catrina gowns that will showcase by comunity members that participate in the design and creation of this Regalias ,we have a variety of entertainment; Ballet folkloricos, trios, bandas,solo singers and much more. this events help our organization to furfill our goals to bring HIV/AIDS and STIs education prevention to our community at large

2.2 In the space provided below, describe how the event demonstrate support of SESP program goals.

Do not attach additional sheets.

2.2.1 Enhance economic development
The Dia de Los Muertos cultural event has been generating trillions of dollars into the US Economy through the Dia de Los Muertos -themed merchandise, here in Vallejo these festivities bring out to downtown vallejo not only comunity members of vallejo that never visit downtown but also bring people from different parts of the US that spend money in our town, this not only improves the economy and the foot traffic in downtown vallejo but also helps our businesses to stay afloat in a town that has not to much to offer to our community and tourism.

Encourage community participation and promote arts and cultural growth I am a special FX make-up artist, costume Designer,mixed media artist,producer and artistic director that as been working with the comunity of Vallejo for 20 years.I have been immersed working with all ethnicities and groups to bring HIV/AIDS and STIs education along with cultural awarness through the Arts. I have created and produced many cultural events in Vallejo that bring our diverse communities together while teaching our youth and community at large the importance of other arts and culture,we togeter design regalia, gowns,headpieces,make-up,instalation art work fashion shows, stage productions at each and every event.

Excerpt from Mario Saucedo Application

2.2.2 Provide a rich variety of festivities for residents and visitors For several years the Solano AIDS Coalition is been producing and hosting a variety of community events that have been well recieved by our community but others also get to learn about other cultures, our entertainment is diverse and cover all ages. We not only bring cultural presentations to vallejo that have never been seen by our community like "Danza de Los Diablos’ a traditional dance from OAXACA Mexico, but we also bring ballet folkloricos, trios, Danza Azteca, solo singers, latin Jaz,Drums,Make-up tutorials, sugar skull totorials, Catrina Tutorials and much more.

Section 3: Financial Capabilities and Event Execution (50% of scoring weight)

In the space below, describe your organization’s financial capabilities and event execution experience.

The description for each category should be brief and succinct. Do not attach additional sheets.

3.1 Ability to produce a profitable or break-even event measured on a cash basis For the last 20 years the Solano AIDS Coalition is been producing and hosting several events a year, all our events have been succesfully complete, with the financial support of few sponsors, fundraisers,volunteers and community members we been able to create succesful events that been benefit our community and the city of vallejo. Each event has been evaluated not only for profitability but in access to the community to learn about HIV/AIDS and Sti's in an open environment. Solano AIDS Coalition has always operated on a shoestring budget, but these events weather profitable or not have always fulfilled our mission of educating the public.

3.2 Extent of diversified financial support and in-kind contributions and/or volunteer resources We have few organizations that use in-kind donations and volunters such is Solano Serenity Center, Immersive Learning Center, 7 Generation Intertribal Council, Living Love and Dreaming, Diaz and Loera Centro Latino,Solano food is free, Vallejo Peace Project,Vallejo Gay Network, Project blessing bag,Solano County Health Dept, Travis Credit Union,Solano Hispanic Chamber of Commerce, Better Health Group, Vallejo Holistic Health Center,Highway 29 Health Care,V Town Farms. All either donate funds or have volunteers help with set-up or tear down.

3.3 Ability and experience in producing a well-planned and safe event For the last decade The Solano AIDS Coalition as been producing safe community events, so far we have not had any incidents, our events are safe for family and kids, we provide an alcohol and drug free environment that the all family can enjoy.

Excerpt from Mario Saucedo Application

With the help of other community organizations, private business and volunteers we make sure that no crimes or distractions will affect the city of vallejo. we have the help of profecional security services provided by Better Health Group and Vallejo Holistic Health Center.

3.4 Depth of managerial and organizational capacity
The management of Solano AIDS Coalition has access to a very deep pool of professionals that have extensive management experience both in the non-profit field but also in the for profit fields. With access to grant writers, directors of large institutions, Insurance agents, and other business people on the board as well as "friends of" the organization.

We have worked in this field 20 years and have the knowledge and proven expertice to provide a well run event.

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2021 City of Vallejo Grant Program
“Project Title” Grant Agreement

This Agreement ("Agreement") is made at Vallejo, California, da ted for reference this DAY of MONTH YEAR, by and between the City of Vallejo, a municipal cor p o r a t i o n a n d c h a r t e r c i t y ("CITY"), and ENTITY (“GRANTEE”), TYPE [ e.g. a California nonprofit corporation]:

RECITALS

WHEREAS, GRANTEE, as a non-profit corporation that ______ [describe the type of services provided to the City of Vallejo, e.g., provides meal delivery services to senior citizens] in the City of Vallejo; and

WHEREAS, GRANTEE’s provision of such services helps __________ [describe the positive impact, e.g., reduce homelessness, crime etc.] in Vallejo;

WHEREAS, CITY wishes to award a grant to GRANTEE to support _______ [d escribe the type of services provides, e.g., meal delivery services to senior citizens].

NOW, THEREFORE, the parties agree as follows:

SECTION 1. Status of GRANTEE. GRANTEE represents and warrants that it is a duly organized non-profit corporation in good standing under the law and shall remain as such for the term of this Agreement. GRANTEE further represents and warrants that its si gnatory is authorized to bind GRANTEE and execute this Agreement on GRANTEE’s behalf. GRANTEE shall submit a copy of its Federal Internal Revenue tax return verifying GRANTEE’s non -profit 501(c)(3) status upon request.

SECTION 2. Payment of Grant Award. CITY hereby agrees to pay GRANTEE an amount not to exceed $_______ (“Grant Award”) according to the schedule set forth in Exhibit A (Note: use Exhibit A when the City is not paying in a lump sum but in an i nstallment plan. If lump sum, “not to exceed $________ (“Grant Award”) no later than _________ (date) ) and subject to the terms and conditions of this Agreement. CITY may elect in its sole di scretion to withhold payment of Grant Award if GRANTEE defaults under any of the provisions of this Agreement.

SECTION 3. Expenditure of Grant Award. GRANTEE shall expend the Grant Award solely on the programs and/or projects set forth in Exhibit __. An expenditure that does not comply with this Agreement shall constitute a disallowed cost (“disallowed cost”) and be subject to reimbursement as specified in Section 15 of this Agreement. Under no circum stances shall GRANTEE expend any portion of the Grant Award for religious or political purpo s e s o r f o r a n y o t h e r p u r p o s e prohibited under law, including but not limited to promoting or inhibiting religion in general or any religion in particular, conveying a religious message, or advoc ating for or against a political candidate or ballot measure.

SECTION 4. Acknowledgment of Funding Source . Unless otherwise agreed upon in writing between the parties, the GRANTEE agrees that any publications, studies, or reports which are made possible by or derived in whole or in part from the Grant Award and any news articles, brochures, seminars, or other promotional materials or media or events through which GRANTEE publicizes the programs or projects funded in whole or in part by CITY will acknowledge the CITY’s support in the following manner: “Funding for this project has been provided by/contributed by the City of Vallejo.”

SECTION 5. The Parties’ Relationship. This Agreement shall not be construed as giving rise to any agency, partnership, joint venture, or employment relationship between CITY and GRANTEE.

GRANTEE shall have no ability to bind the CITY and shall not ho ld itself out as having any such ability. Neither GRANTEE nor any of GRANTEE’s officers, employees, agents, or subcontractors, if any, is an employee of CITY by virtue of this Agreement. GRANTEE’s employees and agents shall not be entitled to any salary or ben efits relating to CITY employment.

SECTION 6. No Assignment. GRANTEE shall not assign this Agreement without CITY’s written authorization. Any such assignme nt shall be void and shall be considered a material breach of this Agreement.

SECTION 7. Indemnification. GRANTEE shall indemnify, hold harmless, and defend CITY, its officers, officials, directors, employees, agents, vo lunteers and affiliates and each of them from any and all claims, demands, causes of action , damages, costs, expenses, actual attorney’s fees, consultant’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with this Agreement, GRANTEE’s performance hereunder, GRANTEE’s or subcontractor’s negligence including active or passive, or strict liability, in cluding but not limited to personal injury including, but not limited to bodily injury, em otional injury, sickness or disease, or death to persons and/or damage to property of anyon e, including loss of use thereof, caused or alleged to be caused by any act or omission of GRANTEE, or any subcontractor, or anyone directly or indirectly employed by any of them or anyone for the full period of time allowed by the law, regardless to any limit ation by insurance, with the exception of the sole negligence or willful misconduct of the City.

The provisions of this section shall survive the expiration or termination of this Agreement.

SECTION 8. Insurance Requirements. GRANTEE agrees to comply with all of the Insurance Requirements set forth in Exhibit__, entitled “Insurance Requirements for GRANTEE.” Failure to maintain the required insurance at all times shall constitute a default and material breach.

SECTION 9. Non-Discrimination. In performing this Agreement, GRANTEE shall not discriminate against any person on the basis of sex, race, color, ancestry, religious creed, national origin, physical disability, mental disability, medical conditi on, age, marital status, sexual orientation, actual or perceived gender identity, or any other basis prohibited under law.

SECTION 10. Compliance with All Applicable Laws. In performing this Agreement, GRANTEE warrants it shall comply with all applicable state and federal laws, rules, and regulations.

SECTION 11. Accounting. For purposes of performance under this Agreement and receipt and expenditure of Grant Award, GRANTEE shall at all times maintain an accounting system that comports with generally accepted accounting principles.

SECTION 12. Financial Records and Financial Report. GRANTEE shall maintain books, records, documents, and other evidence sufficient to properly r eflect the amount, receipt, and expenditure of Grant Award. [Insert Option A or B depending on whether Grant Award exceeds the total sum of $50K. Choose Option A if the Grant Award does not exceed $50K. Option B if award exceeds $50K
Option A: GRANTEE shall submit to CITY an annual report relating to the expenditure of the Grant Award. Said Annual Report shall be in the form identified in Exhibit C. Said Annual Report shall be submitted to CITY twenty (20) calendar days prior to the one year anniversary of the Grant Award or as otherwise requested by CITY.

Option B: GRANTEE shall submit to CITY quarterly reports relating to the expenditure of the Grant Award. Said Quarterly Reports shall be in the form identified in Exhibit D. Said Quarterly Report shall be submitted to CITY twenty (20) calendar days prior to the end of each quarter following the Grant Award or as otherwise requested by CITY.

All financial records and financial reports shall be prepared in accordance with general accounting principles. The Annual and Quarterly Reports shall be public records and shall be posted on the CITY’s website.

SECTION 13. Audit and Examination. Upon request, CITY’s authorized representatives shall be provided with access and shall have the right to examine all fi nancial records, documents, facilities, and activities related to GRANTEE’s performance of this Agreement and to the receipt and expenditure of the Grant Award.

SECTION 14. Preservation of Records. GRANTEE shall preserve and make available all records related to performance of this Agreement and related to the receipt and expenditure of the Grant Award until the expiration of ___ (check City’s current retention schedule) from the date of final payment to GRANTEE or as required by applicable law, whichever is longer.

SECTION 15. Reimbursement of Disallowed Costs. Within ten (10) business days of the date of CITY’s written notice to GRANTEE, GRANTEE agrees to reimburse to CITY any portion of the Grant Award paid by the CITY which CITY has in its sole discret ion determined constitutes a disallowed cost.

SECTION 16. Term. This Agreement shall be for a term commencing on _________ and expiring on _________ unless terminated sooner per this Agreement.

SECTION 17. Termination. This Agreement may be terminated with or without cause by eith er CITY or GRANTEE with thirty (30) calendar days’ written notice of termination. No later than ten (10) calendar days of transmission of the termination notice fr om CITY, GRANTEE shall refund any unused or disallowed portion of the Grant Award. In the event of a breach of this Agreement, CITY may elect to provide written notice of such breach and a r easonable time period in which GRANTEE must cure the breach. If GRANTEE fails to cure the brea ch in accordance with said notice, CITY may terminate this Agreement for cause, and any un used or disallowed portions of the Grant Funds shall be returned to the City within ten (10) c alendar days of said termination date.

SECTION 18. Notice. All notices or instruments required to be given or delivered by law or this Agreement shall be in writing and shall be effective five (5) calendar days from the date of mailing or if personally delivered, from the date of pe rsonal delivery. If notice is given by mail, it shall be delivered by depositing the same in any United States Post Office, registered or certified mail, postage prepaid, addressed to:

CITY: NAME
TITLE
ENTITY

ADDRESS
PHONE
E-MAIL

GRANTEE: NAME
TITLE
ENTITY

ADDRESS
PHONE
E-MAIL

SECTION 19. Severability. If any provision of this Agreement or the application thereo f is held invalid, that invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provision or application, a nd to this end the provisions of this Agreement are severable.

SECTION 20. Waiver. No term or provision hereof will be considered waived by either party, and no breach is excused or consented to by either party, unless such waiver or consent is in writing and signed on behalf of the party against whom the waiver is as serted. No express or implied consent by either party to, waiver of, or failure of a party to enforce its rights with respect to a breach by the other party shall constitute consent to or, waiver of any subsequent or other breach by the other party.

Section 21. Amendment. This Agreement may be amended by mutual agreement in writing between the GRANTEE and the CITY. Any request by the GRANTEE f or amendments must be in writing stating the amendment request and reason for the request. The GRANTEE shall make requests in a timely manner and in no event less than thirty (30) calendar days before the effective date of the proposed amendment.

Section 22. Entire Agreement. This Agreement and any attached Exhibits shall constitute the entire Agreement between the parties hereto relating to the Grant Award and may not be modified except by an instrument in writing signed by the parties hereto.

(signatures on next page)
IN WITNESS WHEREOF, the parties have entered into this Agreement on the day and year first hereinabove appearing.

ENTITY,

AGENCY TYPE

B y :

NAME
TITLE

DATE: ____________________

(City Seal)

By:________________________
Michael Malone
City Manager

DATE:________________________

ATTEST:

By:________________________

Dawn G. Abrahamson
City Clerk

APPROVED AS TO CONTENT:

__________________________
Rekha Nayar
Finance Director

APPROVED AS TO INSURANCE:

Armond Sarkis
Risk Manager

APPROVED AS TO FORM:

Veronica A.F. Nebb
City Attorney

Gen Feb2021

INSURANCE REQUIREMENTS FOR GRANTEE
Grantee shall procure and maintain for the duration of this Agre ement, including any extensions thereto, insurance against claims for injuries to pe rsons or damages to property which may arise from or in connection with the perform ance of services hereunder by the Grantee, their agents, representatives, or employees or subcontractors.

It shall be a requirement under this Agreement that any availab le insurance proceeds broader than or in excess of the specified minimum Insurance co verage requirements and/or limits shall be available to the Additional Insured. Fur thermore, the requirements for coverage and limits shall be (1) the minimum coverage and l imits specified in this Agreement; or (2) the broader coverage and maximum limits of co verage of any Insurance policy or proceeds available to the named Insured; whi chever is greater. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the Grantee under this agreement.

1. Minimum Limits of Insurance. Grantee shall maintain limits no less than:

A. General Liability: $1,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit sha ll apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

B. Automobile Liability: $1,000,000 per accident for bodily inj ury and property damage. If the grantee is not going to use any vehicles during th e performance of the Agreement, then grantee can sign a statement attesting the same and requesting to be excluded from Auto Liability insurance requirement.

C. Workers’ Compensation insurance as required by the State of C alifornia, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. If Grantee is not subject to California Workers’ Compensation requirements, Grantee, and its volunteers, shall e ach file a completed Request for Waiver of Workers’ Compensation Insurance Form which may be obtained from the City prior to commencing any activity authorized hereunder.

D. Sexual Abuse or Molestation (SAM) Liability with a limit no l ess than $1,000,000 per occurrence or claim.

2. Deductible and Self-I nsured Retention (SIR). Any deductibles or self-insured retention must be declared to and approved by the City. All SI Rs must be disclosed to the City’s Risk Manager for approval and shall not reduce the limits of liability.

3. Other Insurance Provisions.

A. Additional Insured Endorsements: The City of Vallejo, its offic ers, officials, employees, agents and volunteers are to be covered as Additional Insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Gen Feb2021
Grantee; products and completed operations of the Grantee; premises owned, occupied or used by the Grantee; or automobiles owned, leased hired or borrowed by the Grantee.

Additional Insured endorsements with respect to General Liabili ty, Auto and Umbrella/Excess Insurance shall be attached to the Certificate of Insurance presented to the City.

B. Waiver of Subrogation Rights Endorsement: The workers’ compens ation policy required hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Grantee’s performance under this Agreement. The waiver of subro gation rights endorsement in favor of the City of Vallejo shall be attached to the Certificate of Insurance.

C. The limits of Insurance required in this agreement may be sat isfied by a combination of primary and umbrella or excess Insurance.

D. The City reserves the right to modify these requirements, inc luding limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

5. Acceptability of Insurers. The insurance is to be issued by companies licensed to do business in the State of California. The insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

6. Verification of Coverage. Grantee shall furnish the City with certificates of insurance and original endorsements. The certificates and endors e m e n t s a r e t o b e signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. The City reserves the right to obtain a full certified copy of any Insurance policy and endorsements. Failure to exercise this right shall not constitu te a waiver of right to exercise later. All verification of coverage and other insurance documents shall be mailed to the following address:

City of Vallejo
Attn: Risk Manager
555 Santa Clara Street
Vallejo, CA 94590

7. Subcontractors. Grantee shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsement s for each subcontractor.

All coverages for subcontractors shall be subject to all of the requirements stated herein.

8. Payment Withhold. City will withhold payments to Grantee if the certificates of insurance and endorsements required in this exhibit are canceled or Grantee otherwise ceases to be insured as required herein.

Exhibit B- Grant Agreement Report

Organization:

___________________________________________

Contract Agreement Number

__________________
________

Contact Person

___________________________________________

Phone Number

___________________________________________

Reporting Period

_____________________________________
______

Report Type
܆annual ܆quarterly

Grantee Information

Grant Amount:

$___________________________

Funding expended during the reporting period

________________________________________

Funding expended to date

________________________________________

Remaining award amount

________________________________________

Award Details

Receipts and thorough documentation of grant fund expenditures have been maintained and produced upon request
܆܆ yes ܆܆ no

Performance Measures & Outcomes
Please provide outcomes that were accomplished through the grant funds

Quantitative Outcomes

Number of Individuals Served__________________

Population
Served ______________________________________________________________________________ ____________________________________________________________________________________

Other Quantitative Measures, if applicable
____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________

_____________________________________________________________________________________

Narrative – description of how the funds were used and what was accomplished. _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________

Grantee Representative Signature
I hereby declare under the penalty of perjury that the goods or materials covered by this report have been performed with the project specifications, are complete and accurate, and are eligible under the agreement.

Printed
Name____________________________________________________________________

Title_____________________________________________________________________

Signature ______________________________________________Date: _____________

High Impact Community Events focus on building a vibrant, safe, prosperous Vallejo by bringing members of the community together. Community events do not take a specific form but focus on highlighting the local area, enhancing economic activity and building collaboration and bonds within the community at large.

Tier I - Whole Community Celebrations
x Free to the public
x Must have clearly defined success metrics and economic impact ( ROI ) x Eligible for fee permit waivers
x Signature Events:
4 th o f J u l y P a r a d e
Mad Hatter 4 th
Mad Hatter Holiday
Waterfront Weekend

Tier II - Cultural Events
x Eligible for city sponsorship via SESP application process x Must have defined success metrics (such as annual growth in attendance and sponsorship acquisition)
x Eligible for permit fee waivers up to $1,000 per fiscal year x Examples:

Juneteenth
Pista Sa Nayon 7 Generations Intertribal PowWow
Patrias Fiesta Dia De Los Muertos
Tier III – Commercial Events
x Eligible for city sponsorship if free to the public
x Not eligible for fee permit waivers
x Examples: Vendor Markets, Goth, Pirate Festival, PedalFest, Maker Faire

Tier IV – Specialty Music Festivals and Artisan Events
x Must have defined success metrics such as ticket sales, vendor attendance and sponsorship acquisition
x Not eligible for fee permit waivers
x Examples: ArtWalk, Dock of Bay, Obtanium Cup

Tier V – Religious
x Not eligible for sponsorship or permit fee waivers

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ACTION ITEM 9.C.

DATE: January 23, 2024
TO: Mayor and Members of the City Council
FROM: Naveed Ashraf, Chief Innovation Officer & IT Director SUBJECT: ADOPT A RESOLUTION APPROVING AN OPERATING AGREEMENT WITH EAST BAY

REGIONAL COMMUNICATIONS SYSTEM AUTHORITY (EBRCSA) FOR PUBLIC

SAFETY (POLICE/FIRE) MOTOROLA RADIO SERVICES FOR AN AMOUNT NOT TO EXCEED $1,631,000, AUTHORIZING THE CITY MANAGER TO EXECUTE SAME AND AUTHORIZING RETROCATIVE PAYMENTS FROM FY 20-21 THROUGH PRESENT.

RECOMMENDATION
Adopt a resolution authorizing the City Manager to execute an operating agreement with East Bay Regional Communications System Authority (EBRCSA) for Motorola radio services for public safety operation for an amount not to exceed $1,631,000.

REASONS FOR RECOMMENDATION
On March 10, 2020, Vallejo City Council authorized the City of Vallejo public safety (Police and Fire) to join East Bay Regional Communications System Authority (EBRCSA) for its two-way Motorola radio communication services. The reason for joining East Bay Regional Systems Authority (EBRCSA) was that the city's in-house Motorola radio infrastructure was over ten years old and, due to deferred maintenance, has suffered major performance setbacks. More details are provided in the background and discussion section of the staff report.

BACKGROUND AND DISCUSSION
The in-house Motorola radio system was built on old UHF/VHF analog radio technology. Due to deferred maintenance and many missed upgrades, the in-house system was experiencing several outages per month.

An outage constituted zero communication between infield public safety personnel and the Vallejo dispatch. In case of an outage, all infield personnel would switch to cell phone communication and or be asked to come back to the station until the radio situation was resolved by Information Technology or its assigned vendor.

The City of Vallejo has been in talks with Solano County to join their radio system. However, a lot of work is needed for Solano County to upgrade their radio system to accommodate extra agencies and create a cost- sharing model. Solano County is making progress. However, they are still 2–5 years away from fully resolving these regional issues.

East Bay Regional Communications System Authority (EBRCSA) operates a multi-county (Contra-Costa & Alameda) public safety two-way Motorola radio system. On March 6, 2020, after the City of Vallejo made an appeal to seek temporary membership in EBRCSA, The EBRCSA board approved Vallejo public safety for a temporary membership in their Motorola radio system. The attached contract went before the Vallejo City Council on March 10, 2020, and the City Council approved the contract at that time. As per City Council's direction, funds were allocated to implement the switch from in-house Motorola infrastructure to East Bay Regional Communication Systems Authority's Motorola radio system. This arrangement is ideal for Vallejo, as there is no infrastructure to maintain. Vallejo simply pays for the number of radios that it registers on the EBRCSA system. The cost per radio is $45 per month. The pricing breakdown is described below in detail in the fiscal impact section of the staff report. The city implemented the new radio system and, since December

Date: January 23, 2024
Subject: ADOPT A RESOLUTION APPROVING AN OPERATING AGREEMENT WITH EAST BAY

REGIONAL COMMUNICATIONS SYSTEM AUTHORITY (EBRCSA) FOR PUBLIC

SAFETY (POLICE/FIRE) MOTOROLA RADIO SERVICES FOR AN AMOUNT NOT TO EXCEED $1,631,000, AUTHORIZING THE CITY MANAGER TO EXECUTE SAME AND AUTHORIZING RETROCATIVE PAYMENTS FROM FY 20-21 THROUGH PRESENT.

Page 2 ends

2021, has been successfully operating on EBRCSA. The public safety radio issues that were being experienced several times per month in 2017-2019 were completely eradicated. The public safety Motorola radio system has been fully migrated from UHF/VHF analog technology to P25 digital technology.

Unfortunately, the EBRCSA board was not able to sign the attached contract from March 10, 2020. These circumstances were beyond Vallejo's control. The City of Vallejo asked several times to execute the contract, but due to EBRCSA's internal workings, it was not able to get this contract signed. The EBRCSA board has not billed the City of Vallejo for the services rendered between 2020 and now. However, the City of Vallejo has been budgeting and saving the annual amount owed to EBRCSA. The funds are available to pay EBRCSA for the services rendered from 2020 through the present. The details of these and future services are outlined in the fiscal impact section of the staff report. Since the approval of the original contract a considerable time has passed. Additionally, a majority of the City Council has changed since the original approval as have all of the staff who would need to sign the contract. Further, payment for the services since 2020 would need to be made retroactively. Based on these changes and in order to ensure full transparency of the fiscal transaction, the City Attorney is recommending this contract to go before the council for a second review and approval.

The city will continue to utilize the EBRCSA Motorola services as per this operating agreement until it is ready to make a switch over to Solano County. Upon completion of this contract, a new contract with EBRCSA will be negotiated.

FISCAL IMPACT

There is no additional fiscal impact on the general fund, as this item is currently budgeted in Capital Outlay Fund# 201 Project# PD-RAD. The City has been allocating funds from each budget cycle and anticipating making a payment for EBRCSA services. The EBRCSA services breakdown is as follows:

Fiscal Year Service Description Amount
20-2021 Project Startup $105,000
21-2022 EBRCSA Annual Subscription $226,000
22-2023 EBRCSA Annual Subscription $300,000
23-2024 EBRCSA-Annual Subscription $300,000
24-2025 EBRCSA-Annual Subscription $300,000
25-2026 EBRCSA-Annual Subscription $300,000
Contingency over 5 years of the
contract
Adding additional radios to the
system
$100,000
Contract Total $1,631,000

Cost Per Radio $45 Per Month
Initial Cost to enroll a new radio into the system $200 (One time fee) Estimate is 550 (Police and Fire) radios.

ENVIRONMENTAL REVIEW

Date: January 23, 2024
Subject: ADOPT A RESOLUTION APPROVING AN OPERATING AGREEMENT WITH EAST BAY

REGIONAL COMMUNICATIONS SYSTEM AUTHORITY (EBRCSA) FOR PUBLIC

SAFETY (POLICE/FIRE) MOTOROLA RADIO SERVICES FOR AN AMOUNT NOT TO EXCEED $1,631,000, AUTHORIZING THE CITY MANAGER TO EXECUTE SAME AND AUTHORIZING RETROCATIVE PAYMENTS FROM FY 20-21 THROUGH PRESENT.

Page 3 ends

This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS

1. EBRCSA-Resolution - 2024 - retro payments Revised CAO Stamp

2. 1-EBRCSA-Contract-FINAL

CONTACT
Naveed Ashraf, Chief Innovation Officer & IT Director (707) 648-4468 [email protected]

RESOLUTION NO. 24-_____________

A RESOLUTION OF THE CITY COUNCIL APPROVING AN OPERATING

AGREEMENT WITH EAST BAY REGIONAL COMMUNICATIONS SYSTEM

AUTHORITY (EBRCSA) FOR PUBLIC SAFETY (POLICE/FIRE) MOTOROLA RADIO SERVICES FOR AN AMOUNT NOT TO EXCEED $1,631,000, AUTHORIZING

THE CITY MANAGER TO EXECUTE SAME AND AUTHORIZING STAFF TO MAKE RETROACTIVE PAYMENTS FROM FY 20/21 THROUGH PRESENT.

WHEREAS, Vallejo uses Motorola two-way radios for its public safety operation, the in-house Motorola system was installed over 10 years ago, and due to deferred maintenance suffered multiple performance setbacks; and
WHEREAS, having a reliable Motorola two-way communication network is vital to public safety operation; and
WHEREAS, on March 10, 2020, City of Vallejo was granted temporary membership in EBRCSA (East Bay Regional Communications Systems Authority) which owns/operates a multi-county (Contra Costa & Alameda) Motorola public safety two-way radio communications network; and WHEREAS, the EBRCSA (East Bay Regional Communications System Authority) uses a pay per radio model, meaning that the City will pay only for the use of the system based on the number of radios connected. This is an ideal situation for Vallejo as the cost of owning/maintaining a public safety Motorola infrastructure system which is very high will not be borne by the City; and WHEREAS, the City of Vallejo has over 500 (Police & Fire) radios subscribed to this network and the cost per radio is $45 per month. The city has utilized this service since 2020 and has enjoyed a trouble free radio system; and
WHEREAS, the operating agreement approved by the City Council on March 10, 2020 was never executed as EBRCSA board was not ready with the Agreement at that time. The EBRCSA board is now finally ready to execute the Agreement.

NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves the operating Agreement with EBRCSA (East Bay Regional Communications Systems Authority) for Motorola two-way radio communication service for Vallejo public safety (Police/Fire) departments in an amount not to exceed $1,631,000.00 in substantially the form attached hereto as Exhibit A, with minor modifications as approved by the City Manager and City Attorney and authorizes the City Manager to execute same. Staff is authorized to make retroactive payments to EBRCSA from FY 2020-2021 through present in accordance with the Agreement.

Adopted by the City Council of the City of Vallejo at a regular meeting held on January 23, 2024 with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________________
ROBERT H. MCCONNELL, MAYOR
ATTEST:
_________________________________________
DAWN G. ABRAHAMSON, CITY CLERK

March 11, 2020
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WHEREAS, the Authority, through its Operations and Finance Committees, commits to use its best efforts to create, by December 1, 2011, an Operati ng and Maintenance Agreement ("OMA")·that will further describe the terms and conditions for Operation of the Project and the Authority's service obligations to all Users, including without limitation: (i) the specific maintenance and operational requirements for the Project; (ii) the duration and scope of Authority's obligation to deliver radio service from the Project following termination of this Operating Agreement; (iii) the process used to determine operating costs of the Project; ( iv) the baseline service levels for Users in their respective jurisdict ions; (v) the payment schedule for and the amount of Operating Payments; (vi) the Authority's comm itment of best efforts to complete repair or reconstruction of the Project within a reaso nable time; (vii) the Authority's commitment of best efforts to provide continuous service to Use r and to minimize to the extent possible temporary interruptions of or reductions in service for necessary inspection, maintenance, repair or replacement of the Project; (viii) and the notification procedures to Users of temporary interruptions of or reductions in service.

NOW, 'IHEREFORE, for and in consideration of the premises and the material covenants hereinafter contained, the undersigned User and the Authority a gree that the recitals are true and correct, and as follows:

ARTICLE I

DEFINITIONS
Section 1.01. Definitions.

Unless the context otherwise requires, the terms defined in thi s Section 1.01 shall for all purposes hereof, and of any amendment hereof, and of any opinio n or report or other document mentioned herein or therein, have the meanings defined herein; the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein. All capitalized terms used in this Operating Agreement and not defi ned herein shall have the meanings ascribed thereto in the Trust Agreement.

"Act" means Articles 1 through 4 (commencing with Section 6500 ) of Chapter 5, Division 7, Title 1 of the Government Code of the State of Cal ifornia.

"Authority" means the East Bay Regional Communications System Authority, a joint exercise of powers authority organized and existing under the Act and any successor thereto.

" Authorized Representative" means: (a) with respect to the Authority, its Chair, Vice Chair, Executive Director, or Secretary, or any other person de signated as an Authorized Representative of the Authority by a Written Certificate of the Authority signed by its Chair and filed with the Trustee; and (b) with respect to a User, any pe rson authorized to perform any act or sign any document by or pursuant to a resolution of the governi ng board of such User and filed with the Authority.

" Bondholder or " Bond Owner'' means any person who shall be the registered owner of any Outstanding Bond.

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"Bond Law" means Article 4 (commencing with Section 6584) of Ch apter 5 of Division 7 of Title 1 of the California Government Code, as amended from time to time.

"Bonds" means the revenue bonds of the Authority issued from ti me to time to finance the Project pursuant to the Trust Agreement.

"Business Day" means a day which is not a Saturday, Sunday or l egal holiday on which banking institutions in the State of California, or in any sta te in which the Office of the Trustee is located, are closed.

"County" means the County of Alameda and/or the County of Contr a Costa, as further specified herein.

" Debt Service" means the debt service due Alameda and Contra Costa Counties on the Bonds and set forth in the Trust Agreement and Financing Agreements, as they may be amended or supplemented from time to time.

''Due Date" means, with respect to the User Payments, August 31st of each year. "Event of Default" means an event of default described in Secti on 5.01 hereof. "Financing Agreement" means an agreement between the Authority and the respective County pursuant to which County will purchase the Bonds.

" Fiscal Year" means the period beginning on July 1 of each year and ending on the next succeeding June 30, or any other twelve-month period hereafter selected and designated as the official Fiscal Year period of the Authority designated in a Wr itten Certificate of the Authority delivered to the Trustee.

" Initial Payments" means the charge of Two Hundred Dollars ($200) per radio, established by the Authority as an up-front payment required to become a User pursuant to Section 3.01.

"JPA Agreement" means that certain Joint Exercise of Powers Agree ment, dated as of September 11, 2007, establishing the Authority, as originally executed or as it may from time to time be supplemented, modified or amended as provided therein.

" Members" means the signatories to the JPA Agreement, as the same may be amended from time to time, that have executed an Operating Agreement.

''Net Proceeds" means, when used with respect to any insurance or condemnation award received by the Authority, the proceeds from such insurance or condemnation award remaining after payment of all reasonable expenses (including attorneys' fees) incurred in the collection of such proceeds.

''New User'' means a local agency that has entered into or inte nds to enter into an Operating Agreement with the Authority and that has not paid an Initial Payment.

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"Operating Agreement" means this operating agreement, dated as of June 23, '2016, including any amendments and supplements hereto.
"Operating Agreements" means, collectively, the operating agreements executed by the Authority relating to the Project.
"Operating Costs" means the costs spent or incurred by the Authority for maintaining and operating the Project, includingall expenses of management, repair and operation, including but not limited to costs of electricity, outside vendor contracts, software license and upgrades,, replenishment of the Reserve and Replacement Fund, and all other expenses necessary to maintain and preserve the Project in good repair and working order, and alladministrative costs of the Authority, including administrative costs attn butable to the Project and to the Operating Agreement, including without limitation salaries and wages of employees, overhead, insurance, taxes (ifany} , expenses, reasonable compensation and indemnification of fiscalagents, paying agents and trustees with respect to the foregoing, and fees of auditors, accountants, attorneys or engineers, and all applicable federal, state and local requirements pertaining to the operation of the Project.
"Operating Payment" means the share of Operating Costs, including but notlimited to funding of the Reserve and Replacement Fund and funding of new capital, annually allocated to each User, as annually determined by the Authority.
"Operating Period" means the period in each year from July 1to and includingt h e 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, asdescribed in Exhibit B hereto, as the same may be amended from time to time.
"Project Fund" means that certain fund created pursuant to the Authority'sF i n a n c i n g Agreements with the Counties, to be funded from the proceeds of issuance of the Authority's Bonds and the prepayment of Service Payments made prior to Bond sizing. "Reserve and Replacement Fund means the reserve and replacement fund heldb yt h e Authority pursuant to Section 3.06 hereof.
''Reserve and Replacement Fund Requirement" means that requirement forthe 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 receivedby 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 the Financing Agreements, and (d) all other funds from any source legally available to the Authority. -5-
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"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 inExhibit 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 or deposited inthe Reserve and Replacement Fund.
" Trustee" means initially the Treasurer, Auditor or other designee of theCounty of Alameda or such other firm appointed by the Authority and acting as an independent T rustee 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 totime 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 toabatement of such User's obligations hereunder as provided in Section 3.04 hereof. " Users" means all signatories to an Operating Agreement that have paid an Initial Payment.

ARTICLE II

OPERATION OF THE FACILITIES
Section 2.01. Operation of the Project: Title.

The Authority has or will enter into purchase orders and contracts to supervise and provide for, or cause to be supervised and provided for, the complete planning, design, construction, acquisition, financing, improvement, repair, modification and installation of the Project (collectively, "Construction"). The Authority covenants to obtain such land use permits as are required for Construction. In the event any such permit cannot be reasonably obtained, the Authority will use its best efforts to pursue alternate sites for such component of the Project.

The Authority agrees that it will cause the work under said contracts to be diligently performed and that the Project will be constructed in accordance with the specifications approved by the Authority.

The Authority shall have the right to make additions, modifications and improvements to the Project or any portion thereof. All additions, modifications and improvements to the Project shall thereafter comprise part of the Project and become subject to the provisions of this Operating Agreement. Such additions, modifications and improvements shall not in any way damage the Project, or cause the Project to be used for purposes other than those authorized under the provisions of state and federal law; and the Project, upon completion of any additions, modifications and improvements made thereto pursuant to this Section, shall be of a value which is not substantially less than the value thereof immediately prior to the making of such additions, modifications and improvements. The Authority will not permit any mechanic's or other lien to -6-
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be established or remain against the Project for labor or materials furnished in connection with any remodeling, additions, modifications, improvements, repairs, renewals or replacements made by the Authority pursuant to this Section; provided that if any such lien isestablished and the Authority may in good faith contest any lien filed or established against the Project, and in such event may permit the liens so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom. The User will cooperate in any such contest, upon the request and at the expense of the Authority.

Notwithstanding any other provision hereof, the Authority shall be entitled to remove portions of the Project from service, upon a filing with the Trustee of evidence that adequate facilities remain to provide comparable levels of service to the Users notwithstanding any such removal.

Section 2.02. Modification of Project.

The Authority hereby agrees to operate the Project for the duration of thisOperating Agreement.

The Project shall only be used for radio service for public safety and othergovernmental uses for the benefit and convenience of the Users. User shall have the right to use the Project at all times herein mentioned at rates and charges established by the Authority, except as otherwise provided pursuant to Article V hereof. In order to effectively operate the Project, the Authority hereby agrees to maintain and preserve the Project in good repair and working order at all times and to operate the Project in an efficient and economical manner, and to pay all maintenanceand operation costs of the Project as they become due and payable from available revenues.

At all times during the term of this Operating Agreement the Authority shall hold title to the Project, including all additions which comprise fixtures, repairs, replacements or modifications thereto, except for such equipment as is owned by one or moreUsers or other governmental agencies and licensed to the Authority. Upon the termination of this Operating Agreement, all right, title and interest in and to the Project shall be retained by the Authority except as may be otherwise provided pursuant to licensing or other agreements.

The User recognizes and acknowledges that the operation, control, ownership and management of the Project is at the complete and sole discretion of the Authority. Nothing in this Operating Agreement shall be construed to limit the Authority's discretion in management and operation of the Project. In connection therewith, User hereby consents to all steps or actions Authority has taken or may take which are necessary or appropriate for the authorization, issuance, sale and delivery of the Bonds.

The Authority will make all reasonable effort to provide continuous service to the Users, but may temporarily discontinue or reduce service to one or more of the Users for the purpose of necessary investigation, inspection, maintenance, repair or replacement of any of the Project, or except as provided in Article V hereof. The Authority shall notify Users as far in advance as reasonably possible of any discontinuance or reduction of service, and the estimated duration of such discontinuance or reduction. Recognizing that the Users will rely on the Authority for -7-
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uninterrupted service, the Authority agrees to use its best efforts throughout the term of this Operating Agreement to minimize any such discontinuance or reduction of service.

The Authority shall prepare a budget for all Operating Costs by the beginning of each fiscal year, and shall promptly provide each User with a copy thereof. To the extent Operating Costs in any year exceed the amount set forth in the budget, the Authority shall promptly notify each User in writing of such increases. Upon receipt of such notice, the User hereby agrees to use its best effortsto pay such increased Operating Costs as soon as possible.

The Authority acknowledges and agrees that the User has full authority anddiscretion to grant or deny applications forland use entitlements and approvals withinitsjurisdiction related to the Project, and that this Operating Agreement doesnot grant the Authority any such entitlements or approvals to develop the Project.

Section 2.03. Bond Issuance.

The Bonds shall be issued, sold and delivered on such terms and conditions ast h e Authority, in its reasonable discretion, deems necessary or desirable. User hereby agrees to cooperate with the Authority and its designated representatives, and to provide all reasonably requested material relating to the User, in order to timely accomplish such authorization, issuance, sale and delivery of the Bonds; provided that such cooperation does not constitute an agreement to issue any land use permits. However, User covenants to promptly process all applications of the Authority for necessary land use permits.

The Authority shall issue Bonds only for that portion of the Project's Construction that is not funded by prepaid Service Payments from Users..

Section 2.04. Term.

Unless extended by mutual agreement, the term of this Operating Agreementshall commence on the first date of delivery of any Bonds to the initial purchaserthereof (or if executed later, the date of execution of this Operating Agreement) and terminate (subject to such other termination events as provided in this Operating Agreement), on thedate on which no Bonds are Outstanding.

ARTICLE III
PAYMENT OF INITIAL PAYMENTS AND USER PAYMENTS; RESERVE AND

REPLACEMENT FUND
Section 3.01. Payment of the Initial Payment and User Payments.

New Users who enter into an Operating Agreement and existing Users who have paid an Initial Payment of $200 per radio who wish to increase the number of radios int h e i re x i s t i n g service, shall pay an Initial Payment to the Authority, or its successors or assigns, from any source of legally available money, of Two Hundred Dollars ($200) per radio. The Initial Payments shall be deposited in the Reserve and Replacement Fund. In addition, each New User, or User increasing the number of radios in service, shall pay an Operating Payment equal to the -8-
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fee per radio paid by all then existing Users, and a Service Payment per radio equal to that paid by each existing User then paying a Service Payment, unless such New User selects prepayment of its Service Payment.

In the event that a User chooses to prepay its Service Payment at the time of its execution of the Operating Agreement, the Authority will calculate the appropriate contribution of the User based on the total cost of the Project, and will deposit such Service Payment made prior to Bond sizing in the Project Fund. Projected User Payments are set forth in Exhi bit A.

In addition to any required Initial Payment, on each Due Date, beginning in 2013, unless required earlier pursuant to a supplemental agreement, the User shall pay to the Authority, or its successors or assigns, from any source of legally available money, its Service Payment,if any is due, and its Operating Payment. The Operating Payment owed by each User shall be in the amount annually determined by the Authority for such Operating Period. The payment in any Operating Period by a User of its User Payment shall be for use of the Projectby such User during such Operating Period.

Each Initial Payment and User Payment shall be payable by the User in accordance with the terms hereof and at the times required herein in lawful money of the United States of America. In the event the User should fail to make any of the payments required in this Section

3.01, the payment in default shall continue as an obligation of such User until the amount in default shall have been fully paid, and the User agrees to pay the same with interest thereon, to the extent permitted under applicable law, from the date of default to the date of payment at the highest rate of interest represented by any Outstanding Bond plus one percent (1%). Overdue Service Payments,if received, shall be deposited in the Reserve and Replacement Fund to the extent that the amount on deposit therein is less than the Reserve and Replacement Fund Requirement, and then to the Revenue Fund. Overdue Operating Payments shall be used by the Authority to pay Operating Costs.

The User Payment coming dueand payable during each Operating Period shallconstitute the total payment for service to such User provided by the Project for such Operating Period, and shall be paid by each User in each Operating Period for and in considerationof the right of the use and service provided by the Project during each Operating Period. Theparties hereto have agreed and determined that the total User Payment represents not more than the fair value of the cost of the service provided by the Project. In making such determination,consideration has been given to the estimated fair market value of the Project, the costs of financing, servicing and operating the Project, other obligations of the User and the Authority under this Operating Agreement, the uses and purposes which may be served by the Project and the benefits therefrom which will accrue to the Users and the general public.

Section 3.02. Source of Payments: Budget and Appropriation.

The User Payments shall be payable from any source of legally available funds of the Users. User covenants to take such action as may be necessary to include all payments owed hereunder in each of its annual budgets during the term of this Operating Agreement and to make the necessary annual appropriations for all such payments. The covenants on the part of User contained herein shall be deemed to be and shall be construed to be duties imposed by law and it -9-
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shall be the duty of each and every public official of User to take such action and do such things as are required by law in the performance of the official duty of such officials to enable such User to carry out and perform the covenants and agreements of such User in this Operating Agreement.

Inthe event of abatement of User's Service Payment dueto the Project beingunavailable for use, the User's Authorized Representative and officers charged with the duty of preparing and submitting the annual budget of User to its legislative body shall include in the proposed budget, and request that the legislative body include in the final approved budget, and thereby appropriate, any amount necessary to replenish the Reserve and Replacement Fund in the amount of such User's abated Service Payment. Such officers shall use their best efforts to obtain such appropriation. The request for inclusion in the final approved budget andappropriation shall be made in each Fiscal Year following any such abatement so long as is necessary to restore the Reserve and Replacement Fund. Notwithstanding the foregoing provisionsof this paragraph, the decision of the legislative body as to whether or not to approve and appropriate any amount under this paragraph in any given Fiscal Year for the purpose of reinstating the Reserve and Replacement Fund Requirement is in the sole and sound discretion of such legislative body, and the failure to make any such appropriation in any given Fiscal Year shall not constitute an Event of Default under this Operating Agreement.

Section 3.03. Reserved.

Section 3.04. Abatement of Payment of User Payments.

If the Project shall be taken permanently under the power of eminent domain orsold to a government threatening to exercise the power of eminent domain, this Operating Agreement shall cease with respect thereto as of the day possession shall be so taken.If less than all of the Project shall be taken permanently, orif the Project or any portion thereof shall be taken temporarily, under the power of eminent domain, and there is a resulting substantial interference with the service provided by the Project, then (a) this Operating Agreement shall continue in full force and effect with respect thereto and shall not be terminated by virtueof such taking and the parties hereto waive the benefit of any law to the contrary, and (b) there shall be a partial abatement of the User Payments, in a commercially reasonable amount to be determined by the Authority such that the resulting User Payments represent fair consideration forthe service provided by the remaining usable components of the Project. The User Payments shall be abated during any period in which there is a material failure by the Authority to provide radio service from the Project to such User. The amount of such abatement shall be determined by the Authority such that the resulting User Payments represent fair consideration for the service provided by the portions of the Project not damaged or destroyed. Such abatement shall continue for theperiod commencing with such material damage or destruction and ending with the substantial completion of the work of repair or reconstruction. Inthe event of any such material damage, destruction or malfunction, this Operating Agreement shall continue in full force and effect and User waives any right to terminate this Operating Agreement by virtue of any such damage and destruction.

Section 3.05. Receipt and Deposit of User Payments.
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The Authority covenants and agrees that the User Payments, when and as received, will be received and held by or on behalf of the Authority in trust and depositedin the Revenue Fund.

Section 3.06. Establishment, Maintenance and Use of Reserve and Replacement Fund. The Authority shall maintain and hold a separate fund to be known as the "Reserve and
Replacement Fund." The Authority shall deposit Revenues remaining after paying Debt Service on the Bonds, and Operating Payments remaining after payment of all Operating Costs for the Fiscal Year , in the Reserve and Replacement Fund until the amount on deposit therein is at least equal to the Reserve and Replacement Fund Requirement , and thereafter add such amounts as the Authority shall determine from time to time as necessary to replenishthe Reserve and Replacement Fund so that it has on deposit an amount at least equal to the Reserve and Replacement Fund Requirement. The Authority may withdraw amounts from the Reserve and Replacement Fund for use in repairing, improving or replacing the Project or any component thereof; providing credits to Users pursuant to Exhibit A hereto; or for any other lawful purpose that is authorized by the Authority's Board of Directors; provided, however, that in the event any User Payment is abated as provided herein or is insufficient to pay Debt Service, amounts on deposit in the Reserve and Replacement Fund may be used for transfer to theTrustee in an amount equal to such abated User Payments or such insufficiency, until such time as the abatement is discontinued and User Payments are sufficient to pay Debt Service.

ARTICLE IV

REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 4.01. Compliance with Operating Agreement.

The Users will punctually pay the User Payments in strict conformity with the terms hereof, and will faithfully observe and perform all the agreements, conditions, covenants and terms contained herein required to be observed and performed by them.

The Authority will faithfully observe and perform all the agreements, conditions, covenants and terms contained herein and in the Trust Agreement required to be observed and performed by it, and it is expressly understood and agreed by and among the parties to this Operating Agreement that each of the agreements, conditions, covenants and terms contained in this Operating Agreement is an essential and material term of the operation of the Project by the Authority.

Section 4.02. Against Encumbrances.

The Authority hereby covenants that as of the date hereof there is no pledgeof or lien on the Revenues other than the pledge and lien securing the Bonds. The Authority will not make any pledge of or place any lien on the Revenues except as provided for hereinor in the Resolution.

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The Authority will not sell, lease, encumber or otherwise dispose of the Project or any part thereof; provided however, any real orpersonal property which has become nonoperative or which is not needed forthe efficient and proper operation of the Project, ora n ym a t e r i a l o r equipment which has become worn out, may be sold or exchanged at not less thant h ef a i rm a r k e t value thereof, provided that such sale or exchange doesnot materially adversely affect the service provided by the Project and that the proceeds(ifany) of such sale or exchange shall be deposited in either the Revenue Fund or the Reserve and Replacement Fund. The determination of which fund to receive such deposit shall be at the discretion of the Authority.

Section 4.04. Against Competitive Project.

To the extent permitted by law, the User covenants not to acquire, maintain or operate within the jurisdiction of the Authority any public safety radio system competitive with the Project without the prior written consent of the Authority, which consentshall not be unreasonably withheld. This covenant is not intended to, and does not, prohibit the User from acquiring, maintaining, or operating a public radio system within its jurisdiction if the Operating Agreement is terminated or when the User no longer participates in the Project or with the Authority.

Section 4.05. Tax Covenants.

The Authority and User hereby covenant that they shall not make or permit anyu s eo ft h e Project that may cause the Bonds, or bonds the proceeds of which are used topurchase the Bonds, to be " arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended.

The Authority shall not use the Project to benefit a non-governmental unit until the Project achieves the baseline level of service to Users, and further covenants that so long as any Bonds remain Outstanding, the amount of capacity of the Project to be used,allocated or assigned to any person, other than a governmental unit, will not exceed tenpercent (10%) of the total capacity of the Project during such period. For these purposes, thetotal capacity of the Project shall be determined by multiplying the capacity of the Project by the number of years in the term of the Bonds. The term "governmental unit" means the State of California or any political subdivision thereof but excludes the United States Governmentor any agency thereof.

Section 4.06. Access to the Project.

The Users and any Authorized Representative of the Users, and the Users' successors or assigns, shall have the right at all reasonable times to enter upon and to examine and inspect the Project or any part thereof. The Users, any Authorized Representative of the Users and the Users' successors or assigns shall further have such rights of access to the Project or any component thereof as may be reasonably necessary to cause the proper maintenance of the Project in the event of failure by the Authority to perform its obligations hereunder; provided, however, that neither the Users nor any of their assigns shall have any obligation to cause such proper maintenance.

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Userhereby covenants that solongas anyBondsareOutstanding, User will notterminate thisOperatingAgreement except asprovided in this SectionorSection6.01hereof. Withdrawal fromthe JPAAgreement shall notconstituteawithdrawalfromthisOperatingAgreement. User shall use itsbest effortsto maintain its existence and theexistence ofthe Authority, will not dissolve or otherwise dispose ofall or substantially all ofits own orthe Authority's assets and will notconsolidate with ormerge intoanotherpublic agency orpermit oneormore public agencies toconsolidatewith ormerge intoit;provided,however, thatUsermaydissolve, consolidate ormerge, sell or otherwise transfer toanother entity all orsubstantially all of its assets, provided thatthe surviving, resulting or transferee entity,as thecase may be (i) is apublic agency of the Stateof California or asubdivision thereof,(ii) assumes inwriting all ofthe obligations ofUser underthis Operating Agreement, and(iii)provides an opinion ofBond Counsel(addressedtotheTrustee, Counties andtheAuthority)totheeffectthatsuchdissolution, consolidation, merger, saleortransfer will notadversely affecttheexclusion ofinterest onthe Bondsfromgrossincome forfederalincometaxpurposes, andcomplies withtherequirements ofthis Section 4.07. TheAuthority will use its best effortsto enforce theprovisions of this Section 4.07.

Solong as any Bonds are Outstanding, theUser,ifa Member, hereby covenants not to amendormodifythe JPAAgreement inamannerwhichmaterially affectsthisOperating Agreement withoutfirstobtaininganopinion ofBondCounselthatsuchmodification or amendment doesnotmaterially adversely affecttheinterestsoftheBondOwners.

Section4.08. Payment ofClaims.

The Authority will pay and discharge any and all lawful claims forlabor, materials or supplies which,if unpaid, might become alien on the Revenues or any part thereof or on any funds in the control of the Authority prior or superior tothe lien of the Bonds or which might impair thesecurity ofthe Bonds.

Section 4.09. Compliance with Contracts.

The Authority will comply with, keep, observe and perform all agreements, conditions, covenantsandterms, express orimplied, required tobeperformed by itcontained inallcontracts fortheuse oftheProject and all other contracts affecting or involving the Project to theextent thattheAuthority isapartythereto, including the contract withtheinitial Project vendor.

Section 4.10. Insurance.
(a) TheAuthority shallprocure andmaintain, orcausetobeprocured and maintained,throughoutthetermofthisOperatingAgreement,casualtyin surance againstlossor damage tothe Project, in an amount atleast equaltothelesser ofreplacement cost ofthe Project orthethenoutstandingprincipal amount oftheBonds. Suchinsurance shall, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke, fire,lightning,vandalism, malicious mischief, andsuchotherhazardsasarenormally coveredby suchinsurance withextendedcoverage. Suchinsurance shallnot coverloss or damageby seismic activity. Suchinsurance shallbesubjecttosuchdeductiblesasarecustomarily maintained bypublic agencies with respect toworks andproperties of alike character, butin any -1 3-
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case shall not exceed One Hundred Thousand Dollars ($100,000). Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the Authority, and may be maintained in whole or in part in the form of the participation by the Authority in a joint powers authority or other program providing pooled insurance; provided that such insurance may not be maintained by the Authority in the form of self-insurance. The Net Proceeds of such insurance shall be applied as provided in the Trust Agreement. (b) The Authority shall maintain or cause to be maintained throughout the termof this Operating Agreement, a standard comprehensive general insurance policy or policies in protection of the Authority, the Users, and their respective members, officers, agents, employees, designated volunteers and assigns. Said policy or policies shall provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the operation of the Project as required by the JPA Agreement. Such policy or policies shall provide coverage in such liability limits and be subject to such deductibles as the Authority shall deem adequate andprudent. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the Authority, and may be maintained in whole or in part in the form of self-insurance by the Authority, subject to the provisions of (e) below, or in the form ofthe participation by the Authority in a joint powers authority or other program providing pooled insurance. The proceeds of such liability insurance shall be applied by the Authority toward extinguishment or satisfaction of the liability with respect to which paid. (c) The Authority will procure and maintain, or cause to be procured and maintained, workers' compensation insurance against liability for compensation under the Workers' Compensation Insurance and Safety Act of California, or any act hereafterenacted as an amendment or supplement or in lieu thereof, such insurance to cover all persons employed by the Authority in connection with the operation of the Project; provided that such insurance may be effected under a legal self-insurance program.
(d) The Authority shall procure and maintain, or cause to be procured and maintained, throughout the term of the Operating Agreement, business interruption or use and occupancy insurance to cover loss, total or partial, of the use of the Project and the service provided thereby as a result of any of the hazards covered in the insurance required by this Section 4.10, in an amount at least equal to the Debt Service coming due and payable in the next two (2) consecutive years, net of any capitalized interest held pursuant to the Financing Agreement. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the Authority, and may be maintained in whole or in part in the form of participation in a joint powers authority or other program providing pooled insurance; provided that such insurance may not be maintained by the Authority in the form of self- insurance. The Net Proceeds of such insurance, if any, shall be paid to theT rustee and deposited in the Revenue Fund, and shall be credited towards the User Payments allocable to the insured improvements as the same become due and payable.
(e) Insurance required to be maintained by subparagraphs (b) or (c) above mayb e effected under a legal self-insurance program so long as (i) the Authority shall certify to the Trustee that the Authority has segregated amounts in a special insurance reserve meeting the requirements of the applicable subparagraph (which segregated reserve may be held by any legal -1 4 -
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depository of Authority funds) and(ii) the Trustee receives a certificate of a nationally recognized Insurance Consultant that such reserve is actuarially sound, upon which certificate the Trustee may conclusively rely. All policies of insurance required tobe maintained herein shall provide that the Trustee shall be given thirty (30) days' written notice of any intended cancellation thereof or reduction of coverage provided thereby, provided, however, the Trustee shall not be responsible for the sufficiency of any insurance herein required.

Section 4.11. Books and Accounts; Statements.
(a) The Authority will keep proper books of record and accounts of the Project, separate from all otherrecords and accounts of the Authority, in which complete and correct entries shall be made of all transactions relating to the Project. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Users. (b) The Authority will prepare and file with the Trustee and the Counties annually within sixty (60) days after the close of each Fiscal Year during the term ofthis Operating Agreement a certified statement that all insurance required by this Operating Agreement tobe carried by the Authority with respect to the Project is infull force and effect and complies with the terms hereof.
(c) The Authority will cause to be prepared not more than two hundred ten (210) days after the close of each Fiscal Year financial statements of the Authority for such Fiscal Year prepared in accordance with Generally Accepted Accounting Principles, together with an Accountant's Report thereon prepared by an Independent Certified PublicAccountant who examined such financial statements, and a general statement of the physical condition of the Project. The Authority will furnish a copy of such summary statement to theU s e r s .

Section 4.12. Payment of Taxes and Compliance with Governmental Regulations.

The Authority will pay and discharge all taxes, assessments and other governmental charges, if any, which may hereafter be lawfully imposed upon the Project or any part thereof when the same shall become due. The Authority will duly observe and conform with all valid regulations and requirements of any governmental authority relative tothe operation of the Project or any part thereof, but the Authority shall not be required to comply with any regulations or requirements so long as the validity or application thereof shall be contested in good faith.

Section 4.13. Amount of Service and Operating Payments.

The Authority will, at all times during the term of this Operating Agreement, fix, prescribe and collect the Service Payments and Operating Payments in connection with use of the Project so as to yield sufficient amounts, after making reasonable allowances for contingencies and errors in the estimates, to pay the Debt Service and Operating Costs due in the applicable Fiscal Year. The Authority shall provide a written statementto the Counties and the Trustee by October 1 of each year to the effect that it has on deposit, or reasonably expects to have on deposit when needed, sufficient funds to pay the Debt Service and Operating Costs as they come due in the current Fiscal Year.
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Section 4.14. Operation of Project.

The Authority will, so long as the Bonds are outstanding, continue to operate the Project.

The Authority will use its best efforts to employ, or cause to be employed, sufficient staff to maintain and operate the Project. User hereby covenants to purchase any replacement or additional components to be used in conjunction with the service providedby the Project from the Authority, or in conformity with such specifications as the Authoritymay, from time to time, prescribe. User will not use the service provided by the Project with anyequipment which is not authorized by the Authority. User hereby covenants not to use the Projectin any manner which may adversely affect the service provided by the Project.

Section 4.15. Reserved.

Section 4.16. Further Assurances.

The Authority and the User will each adopt, deliver, execute and make any and all further assurances, instruments and resolutions as may be reasonably necessaryor proper to carry out the intention or to facilitate the performance hereof of the respective parties to this Operating Agreement.

Section 4.17. Eminent Domain Proceeds.

If all or any part of the Project shall be taken by eminent domain proceedings, the Net Proceeds thereof shall be used to prepay or defease the Bonds.

Section 4.18. Use of Eminent Domain.

User hereby covenants and agrees, to the extent it may lawfully do so, that during the term of this Operating Agreement, and so long as any of the Bonds remain Outstanding and unpaid, User will not exercise the power of condemnation with respect to theP r o j e c to ra n y component thereof. User further covenants and agrees, to the extent it may lawfully do so, thatif for any reason the foregoing covenant is determined to be unenforceable or if User should fail or refuse to abide by such covenant and shall condemn the Project or any component thereof, the appraised value of the Project or such component shall not be less than the greater of (i)if the Bonds are then subject to redemption, the principal and interest due on the Bonds outstanding through the date of their redemption, or(ii) if the Bonds are not then subject to redemption, the amount necessary to defease such Bonds to the first available redemptiondate in accordance with the Trust Agreement.

Section 4.19. Further Representations. Covenants and Warranties of the Authority.

The Authority represents, covenants and warrants to the Users as follows:
(a) Due Organization and Existence. The Authority is a joint exercise of powers authority duly organized and validly existing under the JPA Agreement and the laws of the State of California, has full legal right, power and authority under the laws of the State of California to enter into this Operating Agreement and to carry out and consummate all transactions -1 6-
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contemplated hereby, andbyproper actiontheAuthority hasdulyauthorized theexecutionand delivery of this Operating Agreement.
(b) DueExecution. Therepresentatives oftheAuthorityexecutingthisOperating Agreement havebeen fullyauthorized toexecutethesamepursuant toaresolution dulyadopted by the Board ofthe Authority.
(c) Valid.BindingandEnforceable Obligations. This OperatingAgreementhasbeen dulyauthorized, executedanddelivered bytheAuthorityand constitutesthelegal, valid and bindingagreement oftheAuthority enforceableagainst theAuthorityinaccordancewithits terms.
(d) No Conflicts. The execution anddelivery ofthisOperating Agreement, the consummation ofthetransactions onthepart oftheAuthorityherein contemplated andthe fulfillment of orcompliance by theAuthority withtheterms and conditions hereof donot and will not conflict with or constitute a violation or breach of ordefault (with duenotice or the passage oftime orboth) underanyapplicable law oradministrative rule orregulation, or any applicable court oradministrative decreeororder,oranyindenture,mortgage, deedoftrust, lease, contract orother agreement or instrument towhich theAuthority isaparty or by which it oritsproperties are otherwise subject orbound,orresult inthe creationor imposition of any prohibited lien, charge or encumbrance ofanynaturewhatsoeverupon any oftheproperty or assets of the Authority, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Operating Agreement or the financial condition, assets, properties oroperations oftheAuthority.
(e) Consents andApprovals. No consent orapproval of any trusteeor holder ofany indebtednessoftheAuthority,andnoconsent,permission, authorization, orderor license ofor filingorregistration withanygovernmental authorityisnecessary inconnectionwiththe execution and delivery of this Operating Agreement, or the consummation of any transaction herein contemplated, except ashave been obtained ormade and asare in fullforceand effect. (f) NoLitigation. There isnoaction,suit,proceeding, inquiry orinvestigation before orby anycourt or federal, state,municipal or other governmental authority pending or,tothe knowledgeoftheAuthorityafterreasonableinvestigation, threatenedagainstoraffectingthe Authority ortheassets,properties oroperations oftheAuthority which,ifdetermined adversely totheAuthority oritsinterests,would haveamaterial andadverseeffectupontheconsummation ofthetransactions contemplated by orthevalidity of this OperatingAgreement, orupon the financial condition,assets, properties oroperations oftheAuthority,andtheAuthorityisnotin defaultwithrespect to any order ordecree ofany court or any order, regulation or demand of any federal state, municipal or other governmental authority, which defaultmight have consequences that would materially and adversely affect the consummation of the transactions contemplated by thisOperatingAgreement orthefinancialconditions, assets,properties oroperations ofthe Authority.

Section 4.20. Representations. Covenants and Warranties of User. -1 7-
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User represents, covenants and warrants to the Authority as follows:
(a) Due Organization and Existence. User is a public body, corporate and politic, duly organized and validly existing under the laws of the State of California, has full legal right, power and authority to enter into this Operating Agreement and to carry out and consummate all transactions contemplated hereby and thereby, and by proper action User has duly authorized the execution and delivery of this Operating Agreement.
(b) Due Execution. The representatives of User executing this Operating Agreement are fully authorized to execute the same pursuant to official action takenby the governing body of the User.
(c) Valid, Binding and Enforceable Obligation. This Operating Agreement has been duly authorized, executed and delivered by User and constitutes the legal, valid and binding agreement of User, enforceable against User in accordance with its terms. (d) No Conflicts. The execution and delivery of this Operating Agreement, the consummation of the transactions on the part of User herein contemplated and the fulfillment of or compliance by User with the terms and conditions hereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which User is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of User, which conflict, violation, breach, default, lien, charge or encumbrance wouldhave consequences that would materially and adversely affect the consummation of the transactions on the part of such User contemplated by this Operating Agreement or the financial condition, assets, properties or operations of such User.
(e) Consents and Approvals. No consent or approval of any trustee or holder of any indebtedness of User, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery ofthis Operating Agreement, orthe consummation of any transaction herein contemplated, except as have been obtained or made and as are in full force and effect. (f) No Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending or, to the knowledge of User after reasonable investigation, threatened against oraffecting such User or the assets, properties or operations of such User which,if determined adversely to the User or its interests, would have a material and adverse effect upon the consummationof the transactions contemplated by or the validity ofthis Operating Agreement, or upon the financial condition, assets, properties or operations of the User, and User is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Operating Agreement or the financial conditions, assets, properties or operationsof User. -1 8-
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ARTICLE V

EVENTS OF DEFAULT AND REMEDIES
Section 5.01. Events ofDefault.

Any oneormore ofthe following events shall constitutean EventofDefaulthereunder:
(a) Failure by theUser topunctually pay itsUser Payments when and asthe same shall become due and payable;
(b) Failure by User to observe and perform any non-monetary condition or agreement on itspart tobe observed or performed, for aperiod ofthirty (30) daysafterreceipt ofwritten notice specifying suchfailure andrequesting that itberemedied has beengiventoUserbythe AuthorityortheTrustee; provided,however, that ifin thereasonable opinion ofUserthefailure stated inthenotice can be corrected,but notwithin such thirty (30) dayperiod, suchfailure shall notconstitute anEvent ofDefaultif User shall commence to curesuchfailure within suchthirty (30) dayperiod andthereafterdiligently and ingoodfaithcure suchfailure in areasonable period of time;
(c) Usershallfileapetitionseekingarrangement orreorganization underfederal bankruptcy lawsor anyotherapplicable law oftheUnited Statesof Americaorany statetherein, orifacourt ofcompetent jurisdiction shall approve apetition filed with theconsent of a User seeking arrangement or reorganization under the federal bankruptcy lawsor any other applicable law of the United Statesof America or any statetherein, orifunderthe provisions of any other law fortherelief oraid ofdebtorsany courtof competentjurisdiction shall assume custody or control of suchUser or ofthewhole orany substantial part of itsproperty.However, such filing shallnot constituteadefault solongasUser continues topay itsUserPaymentspunctually.

Section5.02. Remedies oftheAuthority.

Whenever any Event of Default occurs and is continuing, it shall be lawful for the Authorityto,andtheAuthority shall, atthewrittendirectionof anyBondholder, exercise against theUser anyandallremedies available pursuant tolaw orgrantedpursuanttothisOperating Agreement; provided, however, that notwithstanding anything herein or in the Trust Agreement tothecontrary, there shall benoright underanycircumstances toaccelerate theUserPayments orotherwise declare anyUserPayment not thenin defaulttobeimmediatelydueandpayable.

Each and every covenant hereof tobe kept and performed by the User is expressly made a conditionand uponthebreach thereof theAuthoritymay exercise anyandallrights granted hereunder;provided,thatnotermination ofthis OperatingAgreement shallbeeffectedeitherby operation of law oractsoftheparties hereto, exceptonly inthemanner herein expressly provided. Uponthe occurrence and duringthe continuance of anyEvent ofDefault,the Authorityshallhave andis granted eachandevery one ofthefollowing remedies, subject inall respects tothelimitations set forthin Section 5.04.
(a) Enforcement of Payments Without Termination. In the event the Authority does not elect toterminate this Operating Agreement withrespect toa User in themanner hereinafter provided forin subparagraph(b) hereof, theUser agreesto and shall remain liable forthe -1 9-
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payment ofitsUserPayment andtheperformance ofallconditionsherein contained andshall reimburse theAuthority for the fullamount of its User Payments to theend of this Operating Agreement; provided that its User Payments shall bepayable only atthe same time and in the samemannerashereinabove providedforsuchUserPayment,notwithstandinganysuitbrought bytheAuthorityfor thepurpose ofobtaining possession oftheProject or anycomponent thereof orthe exercise of any other remedy by theAuthority. Notwithstanding theprovisions of the JPA Agreement,UseragreesthatthisOperatingAgreement constitutesfullandsufficient noticeof the right ofthe Authority tore-allocate service provided by theProject in theevent of default by theUserwithout effectingasurrender ofthis OperatingAgreement, andfurther agrees thatno actsoftheAuthorityineffectingsuch re-allocation shallconstituteasurrender or termination of this Operating Agreement irrespective ofthetermforwhich suchre-allocation is made orthe terms and conditions of suchre-allocation, orotherwise, but that,onthe contrary, in the event of such default by theUser theright toterminate this Operating Agreement with respect to such User shallvest in theAuthority tobeeffected inthe soleand exclusive manner hereinafter provided for in subparagraph(b) hereof. AnyUser which is in default hereunder agrees to surrender and quitpossession oftheProject or anycomponent thereof upon demand of the Authority.
(b) Termination oftheOperatingAgreement. Notwithstanding anyprovision ofth e JPA Agreement tothe contrary, upon the User's default theAuthority may ,at its option, and shall,atthewrittendirection ofeitherBondholder, terminatethis OperatingAgreement and reallocate all or anyportion oftheUser's service capacity oftheProject;provided, thatthe Authorityshallnot terminate this Operating Agreement withrespect toaUserunless such termination will notmaterially adversely affecteitherBondholder. Intheeventof such termination ofthis Operating Agreement bytheAuthority at itsoption andinthemanner hereinafterprovided onaccount ofdefaultby the User (andnotwithstanding anyre-allocation of theservice capacity oftheProject bytheAuthority in anymanner whatsoever), the defaulting Usernevertheless agrees topay totheAuthority the differencebetween all costs, loss ordamages howsoever arising oroccurring payable atthesame time andinthe same manner asis herein provided inthe case oftheUser Payment and any amounts realized fromthereallocation ofsuch service capacity. Neither noticetopay theUser Payment ornotice todeliver up possession of any component of theProject given pursuant to law shall ofitself operatetoterminate this OperatingAgreement, andnotermination ofthis OperatingAgreement onaccountofdefaultby theUser shall be orbecome effectiveby operation oflaw, or otherwise, unless anduntil the Authority shall have given written notice tosuch User ofthe election on thepart of theAuthority toterminate this OperatingAgreement withregards tosuch User. User covenants andagrees thatno surrender of theProject, oranycomponent thereof, oranytermination ofthis Operating Agreement shallbevalid in anymanner orforanypurpose whatsoever unlessstated and accepted by the Authority by suchwritten notice. User hereby exempts and agrees tosave harmless theAuthority fromanycosts,lossordamagewhatsoever arising oroccasioned in accordance with the provisions herein contained.
(c) Proceedings at Law or InEquity. The Authority may, and shall atthe written direction of either Bondholder:
(i) by mandamus or other action orproceeding or suit atlaw or in equity, enforceitsrights against aUser,oranyboard member, officeroremployeethereof,andcompel -2 0-
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the User or any such board member, officer or employee to perform and carryout its or his duties under applicable law and the agreements and covenants contained herein required to be performed by it orhim;
(ii) by suit in equity enjoin any acts or things which are unlawful or violate the rights of the Authority; or
(iii) by suit in equity upon the happening of an Event of Default require the User and its board members, officers and employees to account as the trustee of an express trust.

Section 5.03. Non-Waiver.

A waiver of any default or breach of duty or contract by the Authority (whichwaiver shall be subject to the prior written consent of the Bond Holders) shall notaffect any subsequent default or breach of duty or contract or impair any rights or remedies on anysuch subsequent default or breach of duty or contract. No delay or omission by the Authority to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Authority by applicable law or by this Article V may be enforced and exercised from time to time and as often as shall be deemed expedient by the Authority.

If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned or determined adversely to the Authority, the Authority and the Users shall be restored to their former positions, rights and remedies asif such action, proceeding or suit had not been brought or taken.

Section 5.04. Remedies Not Exclusive.

No remedy herein conferred upon or reserved in this Agreement is intendedto be exclusive of any other remedy, and each such remedy shall be cumulative andshall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by any other law.

Section 5.05. Agreement to Pay Attorneys' Fees and Expenses.

In the event any party to this Operating Agreement should default under anyo ft h e provisions hereof and the non-defaulting parties should employ attorneys or incur other expenses for the collection of moneys or the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party, upon successful completion of such proceedings by the non-defaulting party, agrees that it will on demand therefor pay to the non-defaulting party the reasonable fees of and subject to any provision in theJPA Agreement regarding indemnification or payment of attorney fees, such attorney fees and such other expenses so incurred by the non-defaulting party.

Section 5.06. Trustee and Bond Owners to Exercise Rights. -21-
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Such rights and remedies as are given to the Authority under this Article V have been pledged by the Authority to the Trustee forthe benefit of the Bond Owners, to which pledge User hereby consents. Such rights and remedies shall be exercised by the Authority, the Trustee and the Bond Owners as provided in the Trust Agreement.

ARTICLE VI

MISCELLANEOUS
Section 6.01. Prepayment.

The User may prepay its Service Payments by a deposit with the T rustee, as escrow holder under an escrow deposit and trust agreement as referenced in and in conformance with the Trust Agreement, of either (i) cash in an amount which is sufficient to payall unpaid Service Payments in accordance with the schedule set forth in the Trust Agreement, o r(ii) non-callable Federal Securities or pre-refunded non-callable municipal obligations rated "AAA" and "Aaa" by S&P and Moody's, respectively, or(iii)any other investment approved in writing by the Trustee, together with cashif required, in such amount as will, in the opinion of an independent certified public accountant, together with interest to accrue thereon, be fully sufficient to pay all unpaid Service Payments pursuant to the Trust Agreement on their payment dates so that a pro-rata share of the Bonds shall be defeased asprovided for in the Trust Agreement.

Notwithstanding theJPAAgreement or any otherprovision ofthis Operating Agreement, including without limitation Sections 4.07 and 5.01 hereof, in the event of a deposit pursuant to this Section
1 6.01, all obligations of the User under this Operating Agreement shall cease and terminate, excepting only the obligation of the User to pay the Operating Payments, to the extent the User is still using the service provided by the Project. The prepaid Service Payments are deemed to be and shall constitute a special fund forthe payment of ServicePayments in accordance with the provisions of this Operating Agreement.

The Authority shall consent to such prepayment or defeasance to the extentthe same complies with the tax covenants of the Authority and the Counties.

Section 6.02. Benefits of Operating Agreement Limited to Parties.

Except as provided in Section 6.03, nothing contained herein, express or implied, is intended to give to any person other than the Authority and the User any right, remedy or claim under or pursuant hereto, and any agreement or covenant required herein tobe performed by or on behalf of the Authority or the User shall be for the sole and exclusive benefit of the other party.

Section 6.03. Successor Is Deemed Included In All References to Predecessor.

Whenever the Authority or the User is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions thatare presently vested in the Authority or the User, and all agreements and covenants required hereby to be performed by or on behalf of the Authority or the User shall bind and inure to the benefito f t h e r e s p e c t i v e successors thereof whether so expressed or not; provided, however, that the Authority shall not City AttorneyGroup
provide service from the Project to any successor to a User until such successor accepts in writing the obligations hereunder of the predecessor User.

Section 6.04. Waiver of Personal Liability.

No board member, officer or employee of User shall be individually or personally liable for the User Payment, but nothing contained herein shall relieve any boardmember, officer or employee of User from the performance of any official duty provided by any applicable provisions of law or hereby.

Section 6.05. Article and Section Headings, Gender and References.

The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall notaffect the meaning, construction or effect hereof, and words of any gender shall be deemed and construed to include all genders. All references herein to " Articles," "Sections" and othersubdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof; and the words ''hereby," ''herein," ''hereof," "hereto," "herewith," ''hereunder" and other words of similar import refer to this Operating Agreement as a whole and not to any particular article, section, subdivision or clause hereof.

Section 6.06. Partial Invalidity.

If any one or more of the agreements or covenants or portions thereof containedh e r e i n required to be performed by or on the part of the Authority or the User shallbe contrary to the law, then such agreement or agreements, such covenant or covenants or suchportions thereof shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity hereof. The Authority and User hereby declare that they would have executed this Operating Agreement, and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

Section 6.07. Assignment.

This Operating Agreement and any rights hereunder may not be assigned by eitherParty without obtaining the prior written consent of the other Party. Section 6.08. Net Contract.

This Operating Agreement shall be deemed and construed to be a "net-net-net obligation" and User hereby agrees that the User Payments shall annually be an absolutenet return to the Authority, free and clear of any expenses, charges r set-offs whatsoever.

Section 6.09. California Law.

This Operating Agreement shall be construed and governed in accordance with the laws of the State of California.

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been satisfied. Promptly following the effective date of any amendment or modification pursuant to this Section, the Authority shall mail written notice thereofto each rating agency which then maintains a rating on the Bonds.

Section 6.14. Business Days.

Any act or thing required to be done or exist on any date set forth herein which does not constitute a Business Day in any year shall be deemed to be done or to exist onsuch dateif such act or thing is done or exists on the next date which constitutes a Business Day.

IN WITNESS WHEREOF, the Authority and the undersigned User has entered into this Operating Agreement effective on the date first written above. { Si gnature Pages to Follow./
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Mike Malone, City Manager
Dawn G. Abrahamson, City Clerk
Veronica Nebb, City Attorney (Vallejo)

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EXIIlBIT A

SERVICE AND OPERATING PAYMENT AMOUNTS
AS OF FISCAL YEAR 2016-2017
The amount of User’s Operating Payments will be calculated and made each year based on the total number of radios that Subscribers have committed to place in service in the Project, once the User has paid the upfront cost of $200 per radio. There are tw o types of payment categories:

Payment Category #1 -If the User prepays its S e r v i c e Payment it will only be responsible for its Operating Payments. The amount to prepay the Service Payme nt is estimated to be $ 1,545 per radio placed in service. The Operating Payment for a User that has prepaid its Service Payment is estimated to be $ 25 per month per radio subscribed to the Project. The Authority will notify the User of the amount of the Operating Payment in January of the fiscal year preceding the fiscal year for such payment. Operating Paym ents will be due by August 31st of the fiscal year in which such payment is due.

Payment Category #2 -If the User does not prepay its Service Payment, it will be responsi ble for both the Service Payment and Operating Payment components o f the User Payment. Such User will pay a combined User Payment that includes the Service Payment and Operating Payment components, with an estimated combined payment of $40 p er month for each radio it subscribes to the Project. The Authority will notify the User of the amount of the required User Payment in January of the fiscal year preceding the fiscal year for such payment. The User Payment will be due by August 31st of the fiscal year in which such payment is due.

The estimated payments reflected in this Exhibit A are based on Project costs of $17,000,000 and a total number of 11,000 radios committed to service on the Project. In the event that prior to January 1, 2013, the total number of radios committed to service on the Project increases or decreases, or the Project cost decreases, the User will receive a credit or a rate adjustment, as applicable.

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City of Vallejo Compensation Breakdown

Initial Cost to Enroll a radio: $200 one-time fee.

EBRCSA Fee: $45 Per Radio Per Month
Estimates are based on 550 radios in use by the City of Vallejo Police and Fire Department

Fiscal Year Description Amount
20-2021 Project Startup cost $105,000
21-2022 EBRCSA Annual Fee $226,000
22-2023 EBRCSA Annual Fee $300,000
23-2024 EBRCSA Annual Fee $300,000
24-2025 EBRCSA Annual Fee $300,000
25-2026 EBRCSA Annual Fee $300,00
Contingency to cover 5 years of
the contract.

Contingency is to cover 180
additional radios over 5 years that
the city can potentially add to the
system.
$100,000
Contract Total $1,631,000

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EXIIlBIT B

PROJECT DESCRIPTION
The East Bay Regional Communications System (EBRCS) is a P-25 compliant digital communications system manufactured by Motorola providing intero perability for emergency responders and others on the system in Alameda and Contra Costa counties. The system is a Motorola Astro 25 SmartZone Project 25 700/800 :MHz. system. The system consists of 36 repeater sites divided into 6 simulcast cells.

Cell Reoeater Sites Channels Standalones Channels
ALCO
Northwest
4 16 1 4
ALCO
Southwest
7 12 1 5
ALCO East 4 10 1 4
CCCOWest 4 10 1 5
CCCO Central 8 10
CCCO East 3 7 2 3-4

The EBRCS system specifications were developed by AECOM of Lync hburg Virginia. The system Master site controller is located at the Alameda County Office of Emergency Services and Homeland Security in Dublin. All of the repeater sites are connected back to the Master Site through a looped digital microwave system. Each cell will have a prime site that will house additional equipment to coordinate signal timing between itself and the other repeater sites within the cell. Each repeater site is equipped with an emergency generator and a minimum of 2 hours of batter backup power, and meets Motorola's R56 standards for grounding. The sites are owned by multiple agencies within Alameda and Contra Costa counties, with the majority of the sites owned by the two counties. The EBRCS Authority has entered into, or is in the process of entering into licensing agreements for use of the non county-owned sites. Each public safety dispatch center has connectivity to the system through microwave. The EBRCS Authority will provide dispatch consoles and/or console upgrades for each center. Currently there are 110 planned replacements and 39 upgrades to existing facilities.

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CITY ATTORNEY’S REPORT
January 23, 2024 – City Council Agenda
TO: Mayor and Members of the City Council
FROM: Veronica A. F. Nebb / VN
SUBJECT: Quarterly Report for FY 2023/2024, Second Quarter (October - December 2023)
The following list of projects, work, and statistics represents an overview of the work performed at the City Attorney’s Office during the second quarter of Fiscal Year 2023/2024. Some projects and items have been omitted due to their sensitive nature. If Councilmembers or officials have any questions, please feel free to contact the City Attorney privately, as many of the below items are attorney-client privileged and, therefore, not appropriate for public discussion.

I. Litigation:
a. Number of Pitchess Motions served on the City this FY Quarter: 8 b. Number of Pitchess Motions served on the City this FY: 11 c. Summons & Complaints (New cases this FY Quarter): 4 (see below) File Name Case # Served Date City’s Counsel
Cabrera, Trever v. Red Roof Inn and Suites, et al. CU23-04432 10/16/2023 Katelyn Knight, ACA Waterman, Cheri, et al. v. VUSD, et al. CU23-03727 11/02/2023 Katelyn Knight, ACA Harris, Crystal, et al. v. Rohde, Coen, et al. CU23-04924 11/06/2023 Katelyn Knight, ACA Daniels, Linda v. City of Vallejo CU23-05085 12/04/2023 Katelyn Knight, ACA d. Case Resolutions this FY Quarter: 3 (see below)
File Name Case # Resolved City’s Counsel
Whitney, John v. City of Vallejo, et al. FCS055842 10/13/2023 Katelyn Knight, ACA Waterman, Cheri, et al. v. VUSD, et al. CU23-03727 11/30/2023 Katelyn Knight, ACA Cabrera, Trever v. Red Roof Inn and Suites, et al. CU23-04432 12/11/2023 Katelyn Knight, ACA Mayor and Members of the City Council
Re: City Attorney’s Second Quarterly Report for FY 2023/2024 January 23, 2024 - City Council Agenda

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e. Summons & Complaints (New) Q2 – FY 23/24: 4 Summons & Complaints FY 23/24 to date 11
f. Total Active Litigation Cases as of FY end: 53 (Lit – 39 and NLP – 14)
II. Funds Recovered from Third Parties Q2 – FY 23/24: $0.00 (see details below)
Funds Recovered from Third Parties FY 23/24
to date: $0.00

Vallejo City CouncilJanuary 23, 2024

Vallejo City Council
January 23, 2024