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Attachment 1 <br />Page 11 of 14 <br /> <br />Approved [insert date] <br /> <br />ARTICLE 6: WITHDRAWAL AD TERMIATIO <br /> <br />6.1 Withdrawal. <br /> <br />6.1.1 Right to Withdraw. A Party may withdraw its participation in the CCA Program, <br />effective as of the beginning of the Authority’s fiscal year, by giving no less than 6 months <br />advance written notice of its election to do so, which notice shall be given to the Authority <br />and each Party. Withdrawal of a Party shall require an affirmative vote of the Party’s <br />governing board. <br /> <br />6.1.2 Right to Withdraw After Amendment. Notwithstanding Section 6.1.1, a Party may <br />withdraw its membership in the Authority following an amendment to this Agreement <br />adopted by the Board which the Party’s Director(s) voted against provided such notice is <br />given in writing within thirty (30) days following the date of the vote. Withdrawal of a <br />Party shall require an affirmative vote of the Party’s governing board and shall not be <br />subject to the six month advance notice provided in Section 6.1.1. In the event of such <br />withdrawal, the Party shall be subject to the provisions of Section 6.3. <br /> <br />6.1.3 The Right to Withdraw Prior to Program Launch. After receiving bids from power <br />suppliers, the Authority must provide to the Parties the report from the electrical utility <br />consultant retained by the Authority that compares the total estimated electrical rates that <br />the Authority will be charging to customers as well as the estimated greenhouse gas <br />emissions rate and the amount of estimated renewable energy used with that of the <br />incumbent utility. If the report provides that the Authority is unable to provide total <br />electrical rates, as part of its baseline offering, to the customers that are equal to or lower <br />than the incumbent utility or to provide power in a manner that has a lower greenhouse gas <br />emissions rate or uses more renewable energy than the incumbent utility, a Party may <br />immediately withdraw its membership in the Authority without any financial obligation, <br />as long as the Party provides written notice of its intent to withdraw to the Authority <br />Board no more than fifteen days after receiving the report. <br /> <br />6.1.4 Continuing Financial Obligation; Further Assurances. Except as provided by <br />Section 6.1.3, a Party that withdraws its participation in the CCA Program may be subject <br />to certain continuing financial obligations, as described in Section 6.3. Each withdrawing <br />Party and the Authority shall execute and deliver all further instruments and documents, <br />and take any further action that may be reasonably necessary, as determined by the Board, <br />to effectuate the orderly withdrawal of such Party from participation in the CCA Program. <br /> <br />6.2 Involuntary Termination of a Party. Participation of a Party in the CCA program may be <br />terminated for material non-compliance with provisions of this Agreement or any other agreement <br />relating to the Party’s participation in the CCA Program upon a vote of Board members as provided <br />in Section 3.7.5. Prior to any vote to terminate participation with respect to a Party, written notice <br />of the proposed termination and the reason(s) for such termination shall be delivered to the Party <br />whose termination is proposed at least 30 days prior to the regular Board meeting at which such <br />matter shall first be discussed as an agenda item. The written notice of proposed termination shall <br />specify the particular provisions of this Agreement or other agreement that the Party has allegedly <br />7.A - Page 18