Agmt 2004 ABAG Power - Laserfiche WebLink

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b) ABAG POWER covenants that it will: 1) Notify the City and all Third Party Beneficiaries of any information, written notices, bills or any other communication regarding a Contingent Risk, described in Attachment D, 2) Upon the occurrence of an event described in 9(a)(1) or 9(b)(1): (i) the Board of Directors of ABAG POWER (Board) or the Executive Committee of the Board (Executive Committee), shall designate no fewer than five (5) and no more than eleven (11) Third Party Beneficiaries to form a Liability Allocation Committee (LAC). (ii) The Board or the Executive Committee shall delegate to the LAC, the exercise of ABAG POWER's rights under Section 9. c) ABAG POWER, on behalf of the LAC, covenants that the LAC shall: 1) Cooperate with the City and all Third Party Beneficiaries to eliminate, mitigate or resolve the possibility that a Contingent Risk will be triggered, 2) Cooperate with the City and all Third Party Beneficiaries to fairly and reasonably allocate costs associated with any Contingent Risk that is actually incurred by the City or any Third Party Beneficiary, and 3) The LAC shall confirm the reasonableness and fairness of the proposed allocation of costs by conducting a poll of Third Party Beneficiaries. If the proposed allocation is agreed to by a majority of Third Party Beneficiaries, then such plan is approved. For the purposes of this section, a majority is: (i) More than fifty percent (50%) of the votes cast determined by counting each Third Party Beneficiary as having one vote, and (ii) More than fifty percent (50%) of the votes cast determined by weighing each Third Party Beneficiary's vote by the amount disbursed to it under this Agreement. 4) If the Third Party Beneficiaries do not approve a cost allocation plan under Section 9 (c)(3) then the costs associated with a Contingent Risk will be allocated among all Third Party Beneficiaries in accordance with CTC Reversal Ratio for any costs associated with recovery of DA Credits and in accordance with the Usage Ratio for costs associated with recovery of energy and/or UDC costs (see Attachment D). 5) Receive from the City the share of any Contingent Risk incurred by the City, said share to be determined by the process described in subsection 9(3) or 9(4) of this subsection. 6) Pay the liability. 10. Effectiveness of the Wind Up Agreement. This Wind Up Agreement becomes effective only if Members owed a total of Twenty Million Dollars ($20,000,000) under § § 1(a)-(c) execute a Wind Up Agreement substantially identical to this Wind Up