16. DISPUTE RESOLUTION

Implementer shall try to resolve disagreements relating to this Agreement first with the IOU, and if that fails, then with the CPUC Agreement Representative. If that fails, the Implementer, the CPUC and IOU shall deal in good faith and attempt to informally resolve potential and actual disputes arising out of or relating to this Agreement promptly by negotiations between a duly-appointed representative of the CPUC, a vice president of IOU or his or her designated representative and an executive of similar authority of Implementer, as applicable. Either Party or the CPUC may give the other entities written notice of any dispute within ten (10) days from the date that the dispute arose. Within twenty (20) days after delivery of said notice, the executives shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary to exchange information and to attempt to resolve the dispute, which if the Parties agree, shall include non-binding mediation by a neutral third party. If the matter has not been resolved within thirty (30) days of the first meeting through one of the foregoing methods, either Party may initiate a binding arbitration of the controversy utilizing the American Arbitration Association.

All negotiations, mediation and/or arbitration conducted pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations, to which Section 1119 of the California Evidence Code shall apply, and Section 1119 is incorporated herein by reference.

Notwithstanding the foregoing provisions, a Party may seek a preliminary injunction or other provisional judicial remedy if in its judgment such action is necessary to avoid irreparable damage or to preserve the status quo.

Each Party is required to continue to perform their obligations under this Agreement that are not related to the dispute, pending final resolution of a dispute arising out of or relating to this Agreement.

If the dispute is resolved in favor of Implementer, in whole or in part, at any stage of the dispute resolution process, the CPUC will authorize payment of all or a portion of the withheld amounts within five (5) business days of such resolution. Once the CPUC Agreement Representative authorizes payment, IOU shall transmit payment to Implementer within 14 days of receipt of written notice of CPUC authorization.