Agmt 2004 ABAG Power - Laserfiche WebLink

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reviewed this Wind Up Agreement, each of the Attachments and Exhibits and such other documents as it has examined and has determined that there is no additional information which it requires in order to make an informed decision on whether to accept or reject the terms of this Agreement or in order to determine the amounts to which it is entitled under the JPA or the DA. Therefore, the City hereby: a) Releases ABAG POWER and ABAG from any and all liabilities or claims which the City, or anyone claiming through it, may have against ABAG POWER or ABAG for damages, injury or additional proceeds from the wind up of the Electric Program. b) Releases ABAG POWER and ABAG from any and all liabilities or claims which the City, or anyone claiming through it, may have against ABAG POWER or ABAG for any damages or injury arising out of the City's participation in the Electric Program. c) Accepts the Contingent Risks described in Attachment D. d) Agrees to defend and indemnify ABAG POWER and ABAG against any claims made by any person claiming any rights through the City for damages resulting from the City's participation in the Electric Program, its execution of this Wind Up Agreement or the performance of any of its obligations hereunder unless such is caused by fraud, gross negligence or intentional misconduct of ABAG POWER or ABAG, or their respective members, directors, agents or employees. 8. Other Electric Program Members. The City acknowledges that each Member executing a Wind Up Agreement substantially identical to this Wind Up Agreement, excepting only the amounts set forth in §1 is a third party beneficiary of this Wind Up Agreement (hereinafter, a Member who executes a Wind Up Agreement is a "Third Party Beneficiary"). The City agrees that it will not make any claim against a Third Party Beneficiary for monies owed, or damages incurred by the City, as a result of the City's or such Member's participation in the Electric Program. 9. Covenants. a) The City hereby covenants that it will do the following: 1) Notify ABAG POWER of any information, written notices, bills or any other communication regarding a Contingent Risk, described in Attachment D, 2) Cooperate with ABAG POWER and all Third Party Beneficiaries to eliminate, mitigate or resolve the possibility that a Contingent Risk will be triggered, 3) Cooperate with ABAG POWER and all Third Party $eneficiaries to fairly and reasonably allocate costs associated with any Contingent Risk that is actually incurred by the City, any Third Party Beneficiary or ABAG POWER, and 4) Pay to ABAG POWER its share of any Contingent Risk incurred by ABAG POWER, said share to be determined by the process described in subsection 9(c) of this section.