EAST BAY COMMUNITY ENERGY AUTHORITY

under this Agreement and under any Authority Documents,shall be returned to the then-existing Parties in proportion to the contributions made by each. ARTICLE 8 MISCELLANEOUS PROVISIONS 9.1 Disipute Resolution. The Parties and the Authority shall make reasonable efforts to settle all disputes arising out of or in connection with this Agreement. Before exercising any remedy provided by law,a Party or the Parties and the Authority shall engage in nonbinding mediation in the manner agreed upon by the Party or Parties and the Authority. The Parties agree that each Party may specifically enforce this section 8.1. In the event that nonbinding mediation is not initiated or does not result in the settlement of a dispute within 120 days after the demand for mediation is made,any Party and the Authority may pursue any remedies provided by law. 8.2 Liability of Directors,Officers,and Emnlovees. The Directors,officers,and employees of the Authority shall use ordinary we and reasonable diligence in the exercise of their powers and in the performance of their duties pursuant to this Agreement. No cwrent or former Director,officer,or employee will be responsible for any act or omission by another Director,officer,or employee. The Authority shall defend,indemnify and hold harmless the individual current and former Directors,officers,and employees for any acts or omissions in the scope of their employment or duties in the manner provided by Government Code Section 995 et seq. Nothing in this section shall be construed to limit the defenses available under the law,to the Parties,the Authority,or its Directors,officers,or employees. U , Indemnification of Parties. The Authority shall acquire such insurance coverage as the Board deems necessary to protect the interests of the Authority,the Parties and the public. Such insurance coverage shall name the Parties and their respective Board or Council members, officers,agents and employees as additional insureds. The Authority shall defend,indemnify $ad hold harmless the Parties and each of their respective Board or Council members,officers, agents and employees,from any and all claims,losses,damages,costs,injuries and liabilities of every kind arising directly or indirectly from the conduct,activities,operations, acts, and omissions of the Authority under this Agreement. 8.4 Amendment of this Agreement. This Agreement may be amended in writing by a two-thirds affirmative vote of the entire Board satisfying the requirements described in Section 4.12. Except that,any amendment to the voting provisions in Section 4.12 may only be made by a three-quarters affirmative vote of the entire Board. The Authority shall provide written notice to the Parties at least 30 days in advance of any proposed amendment being considered by the Board. If the proposed amendment is adopted by the Board,the Authority shall provide prompt written notice to all Parties of the effective date of such amendment along with a copy of the amendment. December 1,2016 -18-