Common use of Continuing Liability; Refund Clause in Contracts

Continuing Liability; Refund. Upon a withdrawal or involuntary termination of a Party or Participant, the Party or Participant shall remain responsible for any claims, demands, damages, or liabilities arising from the Party or Participant’s membership or participation in the CCA Program through the date of its withdrawal or involuntary termination, it being agreed that the Party or Participant shall not be responsible for any liabilities arising after the date of the Party or Participant’s withdrawal or involuntary termination. Claims, demands, damages, or liabilities for which a withdrawing or terminated Party or Participant may remain liable include, but are not limited to, losses from the resale of power contracted for by the Authority to serve the Party or Participant’s load. With respect to such liability, upon notice by a Participant that it wishes to withdraw from the program, the Authority shall notify the Party or Participant of the minimum waiting period under which the Participant would have no costs for withdrawal if the Participant agrees to stay in the CCA Program for such period. The waiting period will be set to the minimum duration such that there are no costs transferred to remaining ratepayers. If the Party or Participant elects to withdraw before the end of the minimum waiting period, the charge for exiting shall be set at a dollar amount that would offset actual costs to the remaining ratepayers, and may not include punitive charges that exceed actual costs. In addition, such Party or Participant also shall be responsible for any costs or obligations associated with the Party or Participant’s participation in any program in accordance with the provisions of any agreements relating to such program provided such costs or obligations were incurred prior to the withdrawal of the Party or Participant. The Authority may withhold funds otherwise owing to the Party or Participant or may require the Party or Participant to deposit sufficient funds with the Authority, as reasonably determined by the Authority and approved by a vote of the Board of Directors, to cover the Party’s or Participant’s liability for the costs described above. Any amount of the Party’s or Participant’s funds held on deposit with the Authority above that which is required to pay any liabilities or obligations shall be returned to the Party or Participant. The liability of any Party or Participant under this section 7.3 is subject and subordinate to the provisions of Sections 2.2 and 3.3, and nothing in this section 7.3 shall reduce, impair, or eliminate any immunity from liability provided by Sections 2.2 or 3.3.

Continuing Liability; Refund. Upon a withdrawal of a Party under subsection 6.1.2 or involuntary termination of a Party or Participantunder subsection 6.2, the Party or Participant shall remain be responsible for any claims, demands, damages, or liabilities arising from attributable to the Party or Participant’s membership or participation in the CCA Program through the effective date of its withdrawal or involuntary termination, it being agreed that the . Such Party or Participant also shall not be responsible liable to the Authority for (a) any liabilities arising after damages, losses, or costs incurred by the date of Authority which result directly from the Party or ParticipantParty’s withdrawal or involuntary termination. Claims, demands, damages, or liabilities for which a withdrawing or terminated Party or Participant may remain liable includeincluding, but are not limited to, losses costs arising from the resale of power contracted for by the Authority capacity, electricity, or any attribute thereof no longer needed to serve the Party or Participantsuch Party’s load. With respect to such liability, upon notice by a Participant that it wishes to withdraw and removal of customers from the program, the Authority shall notify the Party or Participant of the minimum waiting period under which the Participant would have no costs for withdrawal if the Participant agrees to stay in the CCA Program for such period. The waiting period will be set to resulting from the minimum duration such that there are no costs transferred to remaining ratepayers. If the Party withdrawal or Participant elects to withdraw before the end termination of the minimum waiting period, the charge for exiting shall be set at a dollar amount that would offset actual costs to the remaining ratepayers, Party; and may not include punitive charges that exceed actual costs. In addition, such Party or Participant also shall be responsible for (b) any costs or obligations associated with the Party or ParticipantParty’s participation in any program in accordance with the provisions of any agreements relating to such program program’s terms, provided such costs or obligations were incurred prior to the withdrawal of the Party. Except as otherwise specified, such Party shall not be responsible for any claims, demands, damages, or Participantliabilities commencing or arising after the effective date of the Party’s withdrawal or involuntary termination. From and after the date a Party provides notice of its withdrawal or is terminated, the Authority shall reasonably and in good faith seek to mitigate any costs and obligations to be incurred by the withdrawing or terminated Party under this subsection through measures reasonable under the circumstances; provided, however, that this obligation to mitigate does not impose any obligation on the Authority to transfer any cost or obligation directly attributable to the membership and withdrawal or termination of the withdrawing or terminated Party to the ratepayers of the remaining Parties. Further the liability of the withdrawing or terminated Party shall be based on actual costs or damages incurred by the Authority and shall not include any penalties or punitive charges imposed by the Authority. The Authority may withhold funds otherwise owing to the Party or Participant or may require the Party or Participant to deposit sufficient funds with the Authority, as reasonably determined by the Authority and approved by a vote of the Board of DirectorsAuthority, to cover the Party’s or Participant’s liability for the costs described above. The withdrawing or terminated Party agrees to pay any such deposit determined by the Authority in consultation with a third party audit firm. Any amount of the withdrawing or terminated Party’s or Participant’s funds held on deposit with the Authority above that which is required to pay any liabilities or obligations shall be returned to that Party. In the implementation of this subsection 6.3, the Parties intend, to the maximum extent possible, without compromising the viability of ongoing Authority operations, that any claims, demands, damages, or liabilities covered hereunder, be funded from the rates paid by CCA Program customers located within the service territory of the withdrawing Party, and not from the general fund of the withdrawing Party or Participantitself. The liability of any a withdrawing Party or Participant under this section 7.3 is subject and subordinate subsection shall be only to the provisions of Sections 2.2 Authority and 3.3, and nothing in this section 7.3 shall reduce, impair, or eliminate not to any immunity from liability provided by Sections 2.2 or 3.3other Party.

Continuing Liability; Refund. Upon a withdrawal or involuntary termination of a Party or ParticipantParty, the Party or Participant shall remain be responsible for any claims, demands, damages, or liabilities arising from attributable to the Party or Participant’s membership or participation in the CCA Program through the effective date of its withdrawal or involuntary termination, it being agreed that the . Such Party or Participant also shall not be responsible liable to the Authority for (a) any liabilities arising after damages, losses, or costs incurred by the date of Authority which result directly from the Party or ParticipantParty’s withdrawal or involuntary termination. Claims, demands, damages, or liabilities for which a withdrawing or terminated Party or Participant may remain liable includeincluding, but are not limited to, losses costs arising from the resale of power contracted for by the Authority capacity, electricity, or any attribute thereof no longer needed to serve the Party or Participantsuch Party’s load. With respect to such liability, upon notice by a Participant that it wishes to withdraw and removal of customers from the program, the Authority shall notify the Party or Participant of the minimum waiting period under which the Participant would have no costs for withdrawal if the Participant agrees to stay in the CCA Program for such period. The waiting period will be set to resulting from the minimum duration such that there are no costs transferred to remaining ratepayers. If the Party withdrawal or Participant elects to withdraw before the end termination of the minimum waiting period, the charge for exiting shall be set at a dollar amount that would offset actual costs to the remaining ratepayers, Party; and may not include punitive charges that exceed actual costs. In addition, such Party or Participant also shall be responsible for (b) any costs or obligations associated with the Party or ParticipantParty’s participation in any program in accordance with the provisions of any agreements relating to such program program’s terms, provided such costs or obligations were incurred prior to the withdrawal of the Party. Except as otherwise specified, such Party shall not be responsible for any claims, demands, damages, or Participantliabilities commencing or arising after the effective date of the Party’s withdrawal or involuntary termination. From and after the date a Party provides notice of its withdrawal or is terminated, the Authority shall reasonably and in good faith seek to mitigate any costs and obligations to be incurred by the withdrawing or terminated Party under this subsection through measures reasonable under the circumstances; provided, however, that this obligation to mitigate does not impose any obligation on the Authority to transfer any cost or obligation directly attributable to the membership and withdrawal or termination of the withdrawing or terminated Party to the ratepayers of the remaining Parties. Further the liability of the withdrawing or terminated Party shall be based on actual costs or damages incurred by the Authority and shall not include any penalties or punitive charges imposed by the Authority. The Authority may withhold funds otherwise owing to the Party or Participant or may require the Party or Participant to deposit sufficient funds with the Authority, as reasonably determined by the Authority and approved by a vote of the Board of DirectorsAuthority, to cover the Party’s or Participant’s liability for the costs described above. The withdrawing or terminated Party agrees to pay any such deposit determined by the Authority. Any amount of the withdrawing or terminated Party’s or Participant’s funds held on deposit with the Authority above that which is required to pay any liabilities or obligations shall be returned to that Party. In the implementation of this subsection 6.3, the Parties intend, to the maximum extent possible, without compromising the viability of ongoing Authority operations, that any claims, demands, damages, or liabilities covered hereunder, be funded from the rates paid by CCA Program customers located within the service territory of the withdrawing Party, and not from the general fund of the withdrawing Party or Participantitself. The liability of any a withdrawing Party or Participant under this section 7.3 is subject and subordinate subsection shall be only to the provisions of Sections 2.2 Authority and 3.3, and nothing in this section 7.3 shall reduce, impair, or eliminate not to any immunity from liability provided by Sections 2.2 or 3.3other Party.