ASSOCIATION OF BAY AREA GOVERNMENTS WIND UP ELECTRIC PROGRAM

• 5) 6) • Re eive from the City the share of any Contingent Risk incurred by the Ci y, said share to be determined by the process described in subsection 9( ) or 9(4) of this subsection. Pa the liability. 10. Effectiveness of the Wind U A reement. This Wind Up Agreement becomes effective only if Members owed a total of Twenty Million Dollars ($20,000,000) under §§1(a)-(c) e> ecute a Wind Up Agreement substantially identical to this Wind Up Agreement, xcepting only the amounts set forth in §1. The executed Wind Up Agreement which triggers this section is the Qualifying Agreement. 11. Wind U Cos Hold Back Funds. ABAG POWER will retain the sum of One Hundred Thousand Do lars ($100,000) for the purposes described in §12. The funds will be separately ac ounted for by ABAG POWER and will be disbursed to Electric Program Members in ccordance with §2(f) and allocated among Electric Program Members in accordance ith the Usage Ratio. 12. Permitted Us s of Wind U Cost Hold Back Funds. ABAG POWER may use funds in the Wind Up ost Hold Back to fund staff, consultants, attorneys or others engaged in any of the asks described in §§5 and 9 of this Wind Up Agreement. ABAG POWER will send toe ch Electric Program Member an annual report on the use of funds and fund balance . 13. Termination f DA A reement. The DA Agreement between ABAG POWER and the City is hereby terminated. 14. Assignment.~This Agreement shall not be assigned, transferred, hypothecated, or pledged by t e City. 15. Amendment. §§1 and 2 of this Agreement may be amended at any time, but only by a writing igned by both parties. Any other section of this Agreement may be amended onl by a writing signed by both parties and all Third Party Beneficiaries. 16. Headings. T e descriptive headings used in this Agreement are for convenience only and shall not control or affect the meaning or construction of any of its provisions. 17. Controllin w. This Agreement and all matters relating to it shall be governed by the laws oft a State of California. 18. Bindin on S ccessors Etc. This Agreement shall be binding upon the successors, assigns, or tr nsferees of ABAG POWER or the City as the case may be. This provision shad not be construed as an authorization to assign or transfer this Agreement o her than as provided above. 19. Severability. invalid, or be decision shall continue in f~ absent the e~ of the parties Should any part of this Agreement be declared unconstitutional, pond the authority of either party to enter into or carry out, such not affect the validity of the remainder of this Agreement, which shall II force and effect; provided that, the remainder of this Agreement can, cised portion, be reasonably interpreted to give effect to the intentions Page 6 Wind Up Agreement