ASSOCIATION OF BAY AREA GOVERNMENTS JOINT POWERS CREATING ABAG POWER

16. 1, 1999 are For the purpose of this section only, all Members admitted after Januan~ Members. (a) A publi entity may be admitted as a New Member only upon atwo-thirds (2/3) vote of the Bo d and upon complying with all other requirements established by the Board and the vlaws. (b) Each a~plicant for membership as a New Member must pay all fees and expenses. if any, set by t e Board. 17. Withdrawal. embers may withdraw in accordance with conditions set forth in the Bylaws provid d that no Member may withdraw if such withdrawal would adversely affect a bond o other indebtedness issued by ABAG POWER, except withdrawal under such circumst ces may be effected upon a [super-majority] vote of the Board. 18. Ex ulsion/Sus ension. ABAG POWER may expel or suspend a Member by atwo-thirds (2/3) vote of th Board for a breach of this Agreement or the Bylaws determined by the Board to be a aterial breach. The procedures for heazing and notice of expulsion of a Member are pr vided in the Bylaws. 19. (a) This A reement continues until terminated. However, it cannot be terminated until such time as all principal of and interest on bonds and other forms of indebtedness issued by AB G POWER are paid in full. Thereafter, this Agreement may be terminated by the written onsent oftwo-thirds (2/3) of the Members; provided, however, that this Agreement an ABAG POWER continue to exist after termination for the purpose of disposing of al claims, distribution or assets and all other functions necessary to conclude the o ligations and affairs of ABAG POWER. (b) After c mpletion of ABAG POWER's purposes, any surplus money on deposit in any fund or ac ount of ABAG POWER will be returned as required by law. The Boazd is vested with all owers of ABAG POWER for the purpose of concluding and dissolving the business of airs of ABAG POWER. 20. Notices. Noti Member and s~ ABAG POWE 21. may have undo Member has a POWER. Hoy interest or ri~f to each Member under this Agreement is sufficient if mailed to the irately to the Member's Director to their respective addresses on file with inst Assi nment. No Member may assign a right, claim, or interest it this Agreement. No creditor, assignee or third party beneficiary of a fight, claim or title to any part, share, interest, fund or asset of ABAG ever, nothing in this section prevents ABAG POWER from assigning any it may have under this Agreement to a third party. 6 ABAG POWER JPA