ASSOCIATION OF BAY AREA GOVERNMENTS WIND UP ELECTRIC PROGRAM

• 6. a) ABAG OWER represents and warrants that the descriptions provided in Attach ents A, B and C are, to the best of ABAG POWER's knowledge, true and accurat for the purposes of (i) ABAG POWER performing as required under the Wind U Agreement, and (ii) the Electric Program Members determining the accura y, fairness and appropriateness of the distribution of funds contem lated by this Agreement. b) In som instances, the operation of the Electric Program may have deviated from th description contained in Attachment B or Attachment C or may omit some f ctors. ABAG POWER represents and warrants that any such deviations or orris ions would not have had a material effect on the amounts to be disburs d or the allocation of those amounts to any individual Member. c) ABAG P WER represents that the analysis provided in Attachment D is, as of April 1 , 2004, a fair statement of the risk that the contingent liabilities describ d in Attachment D will become actual liabilities. However, ABAG POWER neither guaranties the outcome nor represents that such analysis is the only co clusion that can be reached. d) Only EI ctric Program Members who execute this Agreement are entitled to rely on the information, representations and warranties set forth in this section and Attach ents A through D, inclusive and any exhibits thereto. 7. City Due Diligence and Acceptance of Reoresentations and Warranties. The City has reviewed this Wind Up Agreement, each of the Attachments and Exhibits and such other docum nts as it has examined and has determined that there is no additional information hich it requires in order to make an informed decision on whether to accept or rej ct the terms of this Agreement or in order to determine the amounts to which it is en itled under the JPA or the DA. Therefore, the City hereby: 8. a) Releases ABAG POWER and ABAG from any and all liabilities or claims which the Cit , or anyone claiming through it, may have against ABAG POWER or ABAG f r damages, injury or additional proceeds from the wind up of the Electric Program. b) Release ABAG POWER and ABAG from any and all liabilities or claims which the Cit or anyone claiming through it, may have against ABAG POWER or ABAG f r 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 o defend and indemnify ABAG POWER and ABAG against any claims made b any person claiming any rights through the City for damages resulting from th City's participation in the Electric Program, its execution of this Wind Up Agr ement or the performance of any of its obligations hereunder unless such is aused by fraud, gross negligence or intentional misconduct of ABAG POWER or ABAG, or their respective members, directors, agents or employees. executing a V excepting onl Agreement (t Party Benefic Party Benefic the City's or Pro ram Members. The City acknowledges that each Member ind Up Agreement substantially identical to this Wind Up Agreement, the amounts set forth in §1 is a third party beneficiary of this Wind Up ereinafter, a Member who executes a Wind Up Agreement is a "Third ary"). The City agrees that it will not make any claim against a Third ary for monies owed, or damages incurred by the City, as a result of uch Member's participation in the Electric Program. Page 4 Wind Up Agreement