36. CONSTRUCTION OF AGREEMENT

The terms and conditions of this Agreement shall not be construed against either party as the drafting party.

37. CONFLICT OF TERMS

Should a conflict exist between the main body of the Agreement and the Appendices, the main body of the Agreement shall control. Should a conflict occur in the Appendices, the Appendices shall control in following order: Specific Contract conditions, as applicable, Program Implementation Plan as approved by the assigned ALJ on June -, 2002, and data request responses submitted regarding the Program Implementation Plan, Implementation Report, Implementer's Proposal with Attachments, as approved by the CPUC on May 16 or June 6, 2002. Varying degrees of stringency among the main body of this Agreement and the Appendices are not deemed conflicts, and the most stringent requirement shall control. Each Party shall notify the other immediately upon identification of any conflict or inconsistency in this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date last written below.

UTILITY IMPLEMENTER

By: _____________________________ By: _____________________________

Name Printed: __________________ Name Printed: ___________________

Title:_____________________________ Title:____________________________

Date: _______________, 2002 Date: _________________, 2002

ATTACHMENTS