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1.1.13 "Ex Offieio Board Member"means a non-voting member of the Board of <br /> Directors as descn'bed in Section 4.2.2. The Ex OfFicio Board Member <br /> may not serve on the Executive Committee of the Board or participate in <br /> closed session meetings of the Board. <br /> 1.1.14 "Implementation Plan"means the plan generally described in Section <br /> 5.1.2 of this Agreement that is required under public Utilities Code <br /> Section 366.2 to be filed with the California Public Utilities Commission <br /> for the purpose of describing a proposed CCA Program. <br /> 1.1.15 "Initial Costs"means all costs incurred by the Authority relating to the <br /> establishment and initial operation of the Authority, such as the hiring of a <br /> Chief Executive Officer and any administrative staff,any required <br /> aacxmatin&administrative,technical and legal services in support of the <br /> Authority's initial formation activities or in support of the negotiation, <br /> preparation and approval of power purchase agreements. The Board shall <br /> determine the termination date for Initial Costs. <br /> 1.1.16 "Initial Participants"means,for the purpose of this Agreement the County <br /> of Alameda,the Cities of Albany,Berkeley,Emeryville,Oakland, <br /> Piedmont, San Leandro,Hayward,Union City,Fremont,Dublin, and <br /> Livermore. <br /> 1.1.17 "Operating Rules and Regulations"means the rules,regulations,policies, <br /> bylaws and procedures governing the operation of the Authority. <br /> 1.1.19 "Parties"means, collectively,the signatories to this Agreement that have <br /> satisfied the conditions in Sections 22 or 3.1 such that it is considered a <br /> member of the Authority. <br /> 1.1.19 "Party"means, singularly, a signatory to this Agreement that has satisfied <br /> the conditions in Sections 2.2 or 3.1 such that it is considered a member of <br /> the Authority. <br /> 1.1.20 `Tercentage Vote"means a vote taken by the Board pursuant to Section <br /> 4.12.1 that is based on each Party having one equal vote. <br /> 1.1.21 "Total Annual Energy"has the meaning given in Section 1.1.23. <br /> 1.1.22 "Voting Shares Vote"means a vote taken by the Board pursuant to <br /> Section 4.12.2 that is based on the voting shares of each Party described in <br /> Section 1.1.23 and set forth in Exhibit C to this Agreement. A Voting <br /> Shares vote cannot take place on a matter unless the matter first receives <br /> an affirmative or tie Percentage Vote in the manner required by Section <br /> 4.12.1 and three or more Directors immediately thereafter request such <br /> vote. <br /> December 1,2016 -4- <br />