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its membership in the Authority by providing written notice of withdrawal to the Authority if the report determines that any one of the following conditions exists: {1) the Authority is unable to provide total electrical rates, as part of its baseline offering. to customers, that are equal to or lower than the incumbent utility, {2} the Authority is unable to provide electricity in a manner that has a lower greenhouse gas emissions rate than the incumbent utility, or (3) the Authority will use less qualified renewable energy than the incumbent utility. Any Party who withdraws from the Authority pursuant to this Section 7.1.3 shall not be entitled to any refund of the initial Costs it has paid to the Authority prior to the date of withdrawal unless the Authority is later terminated pursuant to Section 7.3. )n such event, any Initial Costs not expended by the Authority shall be returned to all Parties, including any Party that has withdrawn pursuant to this secfion, in proportion to the contribution that each made. Notwithstanding anything to the contrary in this Agreement, any Party who withdraws pursuant to this section shall not be responsible for any liabilities or obligations of the Authority after the date of withdrawal, including without limitation any liability arising from power purchase agreements entered into by the Authority. 7.2 Continuing Liability After Withdrawal; .Further Assurances; Refand. A Party that withdraws its membership in the Authority under either Section ?. l . i or 7.1.2�shall be responsa"ble for paying its fair share of costs incurred by the Authority resulting from the Party's withdrawal, including costs from the resale of power contracts by the Authority to serve the Party's load and any similar costs directly attributable to the Party's withdrawal, such costs being limited to those contracts executed while the withdrawing Party was a member, and administrative costs associated thereto. The Partied agree that such costs shall not constitute a debt of the withdrawing Party, accruing interest, or having a maturity date. The Authority may withhold funds- otherwise owing to the Patty or may require the Party to deposit sufficient funds wish the Authority, as reasonably determined by the Authority, to cover the Party's costs described above. Any amount of the Party's funds held by the Authority for the benefit of the Party that are not required to pay the Party's costs described.above shall be returned to the Party. The withdrawing party and the Authority shall execute and deliver all further instruments and documents, and take any further action that may be reasonably necessary, as deterniined by the Board, to effectuate the orderly withdrawal of such Party from membership in the Authority. A withdrawing party has the right to continue to participate in Board discussions and decisions affecting customers of fine CCA Program that reside or do business within the jurisdiction of the Party until the withdrawal's effective date. 7.3 Mutual Termination. This Agreement maybe terminated by mutual agreement of all the Parties; provided, however, the foregoing shall not be construed as limiting the rights of a Party to withdraw its membership in the Authority, and thus terminate this Agreement with respect to such withdrawing Party,. as described in Section 7.l . 7.4 Disposition of Property uuon Termination of Authority. Upon termination of this Agreement as to all Parties, any suzplus money or assets in possession of the Authority for use under this Agreement, after payment of all Iiabilities, costs, expenses, and charges incurred December 1, 2016 -17-