ASSOCIATION OF BAY AREA GOVERNMENTS DIRECT ACCESS ELECTRIC AGGREGATION

• i 23.1 Cancellation by Public Agency: Commencing no earlier than one (1) full year from the Commencement Date, Public Agency may only withdraw or cancel this Agreement consistent with the rules and regulations promulgated by the CPUC and in a manner which releases ABAG from all responsibility and liability related to the subject matter of the Agreement. Public Agency may cancel the contract by giving ABAG sixty (60) days prior written notice its intent to terminate effective December 31 of that current yeaz.. 23.2 Cancellation by ABAG: Actions by the utilities and/or CPUC to develop rules which aze in conflict with sound business practices, or impose unnecessary risk on either party to this Agreement, or substantially prevent ABAG from performing its functions under this Agreement may result in the cancellation of this Agreement by ABAG. ABAG will give Public Agency written notice ninety (901 days prior to such cancellation and both parties will work diligently to minimize the negative effects on ABAG and the Public Agency of such cancellation. 24. Power Purchasin~Pool Committee: hislciesi~neey~s Director of Public Works,I9Ub11C Agency Representative), will be the Public Agency's representative to the Elelctric Program Committee of the Boazd of Directors of ABAG POWER. The Electric Program Committee will provide policy direction for the Electric Program. The Committee's powers will include admission of new Participants and the extension of any contracts for the purchase of electric supply and/or related services under rules and procedures adopted by the Committee. 2~. Approvals: The Public Agency Representative may grant any approval, or give any direction required by this Agreement, in writing or orally. Written approvals or directions may be transmitted physically, by facsimile or electronically. Oral approvals will be confirmed in writing by either party. 26. Attornevs' Fees: In the event either party invokes its right to arbitration under Section H of Exhibit B due to an alleged breach of this Agreement, the prevailing party will be entitled to recover reasonable attorneys' fees and costs as determined by the azbitrator. 27. Ownership of Files Reports Photographs and Related Documents: Upon termination of the Agreement, any and all files, reports, photographs, plans, specifications, drawings, data, maps, models and related documents respecting in any way the subject matter of this Agreement, whether prepared by ABAG, the Public Agency or third parties and in whatever media they are stored will remain or will become the property of the Public Agency and the Public Agency will acquire title to, and copyright ownership of, all such documents. The Public Agency hereby grants to ABAG an irrevocable license to retain a copy of all records covered by this section for ABAG's files. 28. Indemnity: Public Agency will indemnify and hold harmless ABAG and its directors, its member agencies, its agents and its employees from and against all claims, damages, losses and expenses including attorney's fees, arising out of or resulting from the performance ornon-performance of the services required by this Agreement, unless such