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1.1.13 "Ex Officio Board Member" means anon -voting member of the Board of Directors as described in Section 4.2.2. The Ex Officio Board Member may not serve on the Executive Committee of the Board or participate in closed session meetings of the Board. 1.1.14 "implementation. Plan" means the plan generally described in Section 5.1.2 of this Agreement that is required under Public Utilities Code Section 366.2 to be filed with the California Public Utilities Commission for the purpose of describing a proposed CCA Fmgram. 1.1.15 "Initial Costs" means all costs incurred by the Authority relating to the establislunent and initial operation of the Authority, such as the hiring of a Chief Executive Officer and any administrative staff, any required accounting, administrative, technical and legal services in support of the Authority's initial formation activities or in support of the negotiation, preparation and approval of power purchase agreements. The Board shall determine the termination date for Initial Costs. 1.1.1b "Initial Participants" means, for the purpose of this Agreement the County of Alameda, the Cities of Albany, Berkeley, Emeryville, Oakland, Piedmont, San Leandro, Hayward, Union City, Fremont, Dublin, and Livermore. 1.1.17 "Operating Rules attd Regulations" means the rules, regulations, policies, bylaws and procedures governing the operation of the Authority. 1.1.18 "Parties" means, collectively, the signatories to this Agreement that have satisfied the conditions in Sections 2.2 or 3.1 such that it is considered a member of the Authority. 1.1.19 "Party" means, singularly, a signatory to this Agreement that has satisfied the conditions in Sections 2.2 or 3.1 such that it is considered a member of the Authority. 1.1.20 "Percentage Vote" means a vote taken by the Board pursuant to Section 4.12.1 that is based on each Party having one equal vote. 1.1.21 "Total Annual Energy" has the meaning given in Section 1.1.23. 1.1.22 "Voting Shares Vote" means a vote taken by the Board pursuant to Section 4. i 2.2 that is based on the voting shares of each Party described in Section l .l .23 and set forth in Exhibit C to this Agreement. A Voting Shares vote cannot take place on a matter unless the matter first receives an affirmative or tie Percentage Vote in the manner required by Section 4.12.1 and three or more Directors immediately thereafter request such vote. Decembor i, 2015 -4-