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ratepayers. If the Party elects to withdraw befare the end of the minimum waiting period, the charge
<br /> for exiting shall be set at a dollar amount that would offset actual costs to the remaining ratepayers,
<br /> and may not include punitive charges that exceed actual costs. In addition, such Party shall also be
<br /> responsible for any costs or obligations associated with the Party's participation in any program in
<br /> accordance with the provisions of any agreements relating to such program provided such costs or
<br /> obligations were incurred prior to the withdrawal of the Party. The Authority may withhold funds
<br /> otherwise owing to the Party or may require the Party to deposit sufficient funds with the Authority,
<br /> as reasonably determined by the Authority and approved by a vote of the Board of Directors,to cover
<br /> the Party's financial obligations for the costs described above. Any amount of the Party's funds held
<br /> on deposit with the Authority above that which is required to pay any financial obligations shall be
<br /> returned to the Party. The liability of any Party under this section 6.3 is subject and subordinate to
<br /> the provisions of Section 22, and nothing in this section 6.3 shall reduce, impair, or eliminate any
<br /> immunity from liability provided by Section 2.2.
<br /> 6.4 Mutual Ternunation. This Agreement may be terminated by mutual agreement of all the
<br /> Parties; provided, however, the foregoing shall not be construed as limiting the rights of a Party to
<br /> withdraw its participation in the CCA Program, as described in Section 6.1.
<br /> 6.5 Disposition of Pronertv upon Termination of Authoritv. Upon termination of this Agreement,
<br /> any surplus money or assets in possession of the Authority for use under this Agreement, after
<br /> payment of all liabilities, costs, expenses, and charges incurred under this Agreement and under any
<br /> program documents, shall be returned to the then-existing Parties in proportion to the contributions
<br /> made by each.
<br /> ARTICLE 7: MISCELLANEOUS PROVISIONS
<br /> 7.1 Disnute Resolution. The Parties and the Authority shall make reasonable efforts to
<br /> informally settle all disputes arising out of or in connection with this Agreement. Should such
<br /> informal efforts to settle a dispute, after reasonable efforts, fail, the dispute shall be mediated in
<br /> accordance with policies and procedures established by the Board.
<br /> 7.2 Liabilitv of Directors Officers and Emnlovees. The Directors, officers, and employees of
<br /> the Authority shall use ordinary care and reasonable diligence in the exercise of their powers and in
<br /> the performance of their duties pursuant to this Agreement. No current or former Director, officer,
<br /> or employee will be responsible for any act or omission by another Director, officer, or employee.
<br /> The Autharity shall defend,indemnify and hold harmless the individual current and former Directors,
<br /> officers, and employees for any acts or omissions in the scope of their employment or duties in the
<br /> manner provided by Government Code Sections 995 et seq.Nothing in this section shall be construed
<br /> to limit the defenses available under the law, to the Parties, the Authority, or its Directors, officers,
<br /> or employees.
<br /> 7.3 Indemnification of Parties. The Authority shall acquire such insurance coverage as is
<br /> necessary to protect the interests of the Authority, the Parties, and the public. The Authority shall
<br /> defend, indemnify, and hold harmless the Parties and each of their respective Board or Council
<br /> members, officers, agents and employees, from any and all claims, losses, damages, costs, injuries,
<br /> and liabilities of every kind arising directly or indirectly from the conduct, activities,operations, acts,
<br /> and omissions of the Authority under this Agreement.
<br /> ATTY/AGR/2016.040/JOINT EXERCISE OF POWERS AGR—PCE AUTHORITY
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