ASSOCIATION OF BAY AREA GOVERNMENTS DIRECT ACCESS ELECTRIC AGGREGATION

Contingency Reserve Surcharge payments, less any draws on the Contingency Reserve Fund to pay any Actual Chazges incurred by Public Agency, plus any Invoiced Amount(s), or portion thereof, made by Public Agency and deposited into the Contingency Reserve Fund as provided for in this Paragraph (Contingency Reserve Fund Credit). Unless the parties otherwise agree, ABAG will refund to Public Agency an amount equal to the Contingency Reserve Fund Credit plus a portion of interest earned on the Contingency Reserve Fund, said portion to be determined by the Electric Program Committee of ABAG POWER, within ninety (90) calendar days after termination or cancellation of this Agreement. 19. Credit Reserve Fund: ABAG does not anticipate any draws on the Credit Reserve Fund. Unless the parties otherwise agree, ABAG will refund to Public Agency its cumulative Credit Reserve Surchazge payments plus a portion of interest earned on the Contingency Reserve Fund, said portion to be determined by the Electric Program Committee of ABAG POWER, within ninety (90) calendaz days after termination of this Agreement or the lifting of the requirement to maintain such a fund, whichever is earlier. 20. Late Charges: In the event Public Agency fails to make timely payment, consistent with the terms employed by ABAG, in addition to any other remedy it may have hereunder and notwithstanding the existence of any late payment penalty, ABAG may declare Public Agency to be in default and terminate the agreement. ABAG is further authorized to invoice Public Agency for reasonable chazges associated with demands for payment on late accounts as well as reasonable charges associated with suspension and resumption of service hereunder. 21. Payment of Actual Chazges: Subject to the terms and conditions of this Agreement, ABAG agrees to deposit all Invoiced Amount payment and pay Actual Charges as follows: 21.1 An escrow or lock box account for the purposes of receiving Invoiced Amount payments by Participants and paying Actual Chazges will be established by ABAG. 21.2 The instructions for this escrow or lock box account have been approved by ABAG, and will include a list of the authorized payees. 21.3 Only ABAG may authorize release of funds from the escrow or lock box account, and such will only be to those payees identified in the escrow instructions and only for Actual Chazges. 22. Disputes Re azding Actual Charges: Any disputes between the parties regarding the amount of any Actual Charges will be resolved pursuant to Section H of Exhibit B to this Agreement and the Credit Account, as defined in Paragraph 9.3 will be adjusted as soon as practicable to reflect the resolution of the dispute. 23. Cancellation: