ASSOCIATION OF BAY AREA GOVERNMENTS WIND UP ELECTRIC PROGRAM

• • 9. Covenants. a) The 1) 2) 3) hereby covenants that it will do the following: N tify ABAG POWER of any information, written notices, bills or any other co munication regarding a Contingent Risk, described in Attachment D, C operate with ABAG POWER and all Third Party Beneficiaries to eli inate, mitigate or resolve the possibility that a Contingent Risk will be tri gered, C operate with ABAG POWER and all Third Party Beneficiaries to fairly and re sonably allocate costs associated with any Contingent Risk that is ac ually incurred by the City, any Third Party Beneficiary or ABAG POWER, an 4) Pa to ABAG POWER its share of any Contingent Risk incurred by ABAG P WER, said share to be determined by the process described in su section 9(c) of this section. b) ABAG P,bWER covenants that it will: c) 1) N tify the City and all Third Party Beneficiaries of any information, written no ices, bills or any other communication regarding a Contingent Risk, de cribed in Attachment D, 2) U on 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. ABAG P,bWER, on behalf of the LAC, covenants that the LAC shall: 1) Cooperate with the City and all Third Party Beneficiaries to eliminate, mi igate or resolve the possibility that a Contingent Risk will be triggered, 2) Cooperate with the City and all Third Party Beneficiaries to fairly and re sonably allocate costs associated with any Contingent Risk that is ac ually incurred by the City or any Third Party Beneficiary, and 3) Th LAC shall confirm the reasonableness and fairness of the proposed all cation of costs by conducting a poll of Third Party Beneficiaries. If the pr posed allocation is agreed to by a majority of Third Party Beneficiaries, th n 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 he Third Party Beneficiaries do not approve a cost allocation plan under Se tion 9 (c)(3) then the costs associated with a Contingent Risk will be all Gated among all Third Party Beneficiaries in accordance with CTC Re ersal Ratio for any costs associated with recovery of DA Credits and in ac ordance with the Usage Ratio for costs associated with recovery of en rgy and/or UDC costs (see Attachment D). Page 5 Wind Up Agreement