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Attachment A - Joint Agreement for 800 MHz CCCS Page 7 of 83 2) Withdrawing Party will attend the Governance Committee meeting following their submittal to discuss withdrawal process. 3) Withdrawing Party will work with the Lead Agency to effect the withdrawal. 4) Withdrawing Party will make all Operational Cost payment obligations for the full fiscal year of the withdrawal. 5) Withdrawing Party will be responsible for all Lead Agency Costs associated with the withdrawal process. Withdrawing Party will not be responsible for any financial obligations assumed by the other Partner agencies subsequent to withdrawal and upon fulfillment of existing financial obligations. Similarly, it is understood that the County of Orange has ownership of the System and certain sites as well as FCC licenses presently issued to the County, and upon any withdrawal by any Parties to the Agreement, any and all right, title, and interests in the System, those sites and FCC licenses shall remain with the County. Should the County of Orange wish to withdraw, an orderly transition to the remaining Parties must be affected. 2.0 GOVERNANCE COMMITTEE 2.1 Governance Committee Authority The Governance Committee shall be governed in accordance with the Governance Committee Bylaws attached hereto as Attachment A. Any future updated revisions or amendments to the Governance Committee Bylaws shall be deemed adopted by this agreement without further action of the Governing Authorities. 2.2 Governance Committee Member Appointment The Governance Committee shall be comprised of nine (9) members, as identified below. It will also be responsible for coordinating with their appropriate associations/agencies on issues involving the appropriate Governing Authorities approvals: • Four City Managers appointed by the Orange County City Managers' Association • Orange County Chief Executive Officer, or Designee • Orange County Sheriff -Coroner, or Designee • Orange County Public Works Deputy Director, or Designee • Orange County Chief of Police & Sheriffs Association (OCCOPSA) Chief or Designee not from a city currently represented on the governance committee • Orange County Fire Chiefs Association (OCFCA) Fire Chief or Designee not from a city currently represented on the governance committee 2.3 Governance Committee Purpose The Governance Committee oversees all aspects of the implementation, operation, and fiscal management of the system, including but not limited to, the following: • Approving System operational policies • Addressing System operational issues