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22. Amendments. This Agreement may be amended by an affirmative vote of the governing <br /> bodies of [three-fourths (3/4)] of the Members acting through their governing bodies. A <br /> proposed amendment must be submitted to each Member at least thirty (30) days in <br /> advance of the date when the Member considers it. An amendment is to be effective <br /> immediately unless otherwise designated. Appendix A to the Agreement may be <br /> amended to correctly list current Members without separate action by the Members or the <br /> Board. <br /> <br />23. Severability. Ifa portion, term, condition or provision of this Agreement is determined <br /> by a court to be illegal or in conflict with a law of the State of California, or is otherwise <br /> rendered unenforceable or ineffectual, the validity of the remaining portions, terms. <br /> conditions and provisions is not affected. <br /> <br />24. Liability of ABAG POWER. Subject to limitations thereon contained in any trust <br /> agreement or other documents pursuant to which financing of ABAG POWER are <br /> implemented, funds of ABAG POWER may be used to defend, indemnify, and hold <br /> harmless ABAG POWER, any Member, any Director or alternate, and any dmployee or <br /> officer of ABAG POWER for their actions taken within the scope of their duties while <br /> acting on behalf of ABAG POWER. <br /> <br />25. Governing Law. This Agreement will be governed by and construed in accordance with <br /> the laws of the State of California. <br /> <br />26. Counterparts. This Agreement may be executed in several counterparts, each of which is <br /> an original and all of which constitutes but one and the same instrument. <br /> <br /> 7 ABAG POWER JPA <br /> <br /> <br />