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~i <br />e. The University will allocate fifteen percent (15%) of total MTCOZe <br />thus calculated to the County (Allocated Carbon Credits). <br />3. Management of the County's Allocated Carbon Credits <br />a. Initially, the County has determined to sell its Allocated Carbon <br />Credits. The University may wish to acquire the County's Allocated <br />' Carbon Credits, but cannot assure the County that a sale to the <br />University will always be possible, or that it will result in the highest <br />value to the County. <br />b. To assist the County to sell its Allocated Carbon Credits, the <br />University will employ a third party to implement a program that will <br />enable the Allocated Carbon Credits to be sold. The University will <br />identify at least two candidates to serve as the third party (Carbon <br />Credit Advisor). The University shall review the candidates with the <br />County and shall then select the Carbon Credit Advisor. The <br />University may replace the Carbon Credit Advisor at any time by <br />repeating the selection process. <br />c. The Carbon Credit Advisor shall implement a program to enable the <br />sale of the Allocated Carbon Cl•edits. The Carbon Credit Advisor shall <br />review with the County and University alternative approaches to selling <br />the Allocated Carbon Credits. The University shall select the approach <br />to be implemented with input from the County. <br />d. The Carbon Credit Advisor shall estimate the market value of the <br />Allocated Carbon Credits under the selected approach at time intervals <br />consistent with the approach adopted. The market value shall be <br />defined as the estimated proceeds from the sale of the Allocated Carbon <br />Credits in the then current carbon marketplace net of all associated <br />transaction costs. <br />e. The University shall have first right of first refusal to retain title to the <br />Allocated Carbon Credits by paying the County the estimated market <br />value. <br />f. If the University elects not to retain title to the Allocated Carbon <br />Credits, it shall advise the County. The County may elect to receive <br />title to the Allocated Carbon Credits, or authorize that the Allocated <br />Carbon Credits be sold by the Carbon Credit Advisor. If the County <br />does not provide guidance in writing as to the disposition, the Allocated <br />Carbon Credits shall be sold. <br />g. If the Allocated Carbon Credits are sold, an amount equal to the net <br />proceeds received by the University from their sale shall be disbursed to <br />the County within 30 days of receipt of sale proceeds. <br />h. The University will work with the Carbon Credit Advisor to implement <br />a program that results in a fair market value for the Allocated Carbon <br />Credits. However, the County and University recognize that the value <br />of the Allocated Carbon Credits to the County may not be optimized <br />under this program. Accordingly, the County may at any. time, with <br />Confidential Preliminary Draft for Discussion Only <br />Attorney Client Privileged <br />March 31, 2008 <br />Page 8 of 15 <br />