ASSOCIATION OF BAY AREA GOVERNMENTS JOINT POWERS CREATING ABAG POWER

~ ~ (a) Maki enter into contracts; (b) Incur ebts, liabilities and obligations; provided that no debt, liability or oblig ion of ABAG POWER is a debt, liability or obligation of any Member excep as separately agreed to by a Member agreeing to be so obligated; (c) Acqui e, hold, construct, manage, maintain, sell or otherwise dispose of real and perso al property by appropriate means, excepting only eminent domain; (d) Recei a contributions and donations of property, funds, services and other forms of assistance from any source; (e) Sue d be sued in its own name; (f) Empl y agents and employees; (g) Lease eal or personal property as lessee and as lessor; (h) Recei e, collect, invest and disburse moneys; (i) Issue venue bonds or other forms of indebtedness, as provided by law; (j) Carry ut other duties as required to accomplish other responsibilities as set forth in this Agreement: (k) Assig ,delegate or contract with a Member or third party to perform any of the duties f the Board, including, but not limited to, acting as administrator for ABA POWER; and (1) Exerci~e all other powers necessary and proper to carry out the provisions of this These powers will be forth in this Agreeme 7. Appointment (a) ABAG Agree Memb interes such a Memb or by a in the manner provided by applicable law and as expressly set is hereby appointed by the Members to execute the provisions of this lent and implement programs undertaken by ABAG POWER. The rs acknowledge that this designation may cause potential conflicts of to arise and waive any liability on the part of ABAG arising out of any nflict of interest. ABAG may not be removed as the administrating r except by reason of its fraud, gross negligence or gross mismanagement vote oftwo-thirds (2/3) of the authorized directors of the Boazd. 3 ABAG POWER JPA