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its membership in the Authority by providing written notice of withdrawal <br />to the Authority if the report determines that any one of the following <br />conditions exists: (1) the Authority is unable to provide total electrical <br />rates, as part of its baseline offering to customers, that are equal to or <br />lower than the incumbent utility, (2) the Authority is unable to provide <br />electricity in a manner that has a lower greenhouse gas emissions rate than <br />the incumbent utility, or (3) the Authority will use less qualified renewable <br />energy than the incumbent utility. Any Party who withdraws from the <br />Authority pursuant to this Section 7.1.3 shall not be entitled to any refund <br />of the Initial Costs it has paid to the Authority prior to the date of <br />withdrawal unless the Authority is later terminated pursuant to Section <br />7.3. In such event, any Initial Costs not expended by the Authority shall <br />be returned to all Parties, including any Party that has withdrawn pursuant <br />to this section, in proportion to the contribution that each made. <br />Notwithstanding anything to the contrary in this Agreement, any Party <br />who withdraws pursuant to this section shall not be responsible for any <br />liabilities or obligations of the Authority after the date of withdrawal, <br />including without limitation any liability arising from power purchase <br />agreements entered into by the Authority. <br />7.2 Continuing Liability After Withdrawal; Further Assurances; Refund. A <br />Party that withdraws its membership in the Authority under either Section 7.1.1 or 7.1.2 shall be <br />responsible for paying its fair share of costs incurred by the Authority resulting from the Party’s <br />withdrawal, including costs from the resale of power contracts by the Authority to serve the <br />Party’s load and any similar costs directly attributable to the Party’s withdrawal, such costs being <br />limited to those contracts executed while the withdrawing Party was a member, and <br />administrative costs associated thereto. The Parties agree that such costs shall not constitute a <br />debt of the withdrawing Party, accruing interest, or having a maturity date. The Authority may <br />withhold funds otherwise owing to the Party or may require the Party to deposit sufficient funds <br />with the Authority, as reasonably determined by the Authority, to cover the Party’s costs <br />described above. Any amount of the Party’s funds held by the Authority for the benefit of the <br />Party that are not required to pay the Party’s costs described above shall be returned to the Party. <br />The withdrawing party and the Authority shall execute and deliver all further instruments and <br />documents, and take any further action that may be reasonably necessary, as determined by the <br />Board, to effectuate the orderly withdrawal of such Party from membership in the Authority. A <br />withdrawing party has the right to continue to participate in Board discussions and decisions <br />affecting customers of the CCA Program that reside or do business within the jurisdiction of the <br />Party until the withdrawal’s effective date. <br />7.3 Mutual Termination. This Agreement may be terminated by mutual agreement <br />of all the Parties; provided, however, the foregoing shall not be construed as limiting the rights of <br />a Party to withdraw its membership in the Authority, and thus terminate this Agreement with <br />respect to such withdrawing Party, as described in Section 7.1. <br />7.4 Disposition of Property upon Termination of Authority. Upon termination of <br />this Agreement as to all Parties, any surplus money or assets in possession of the Authority for <br />use under this Agreement, after payment of all liabilities, costs, expenses, and charges incurred