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Agreement, excepting only the amounts set forth in § 1. The executed Wind Up <br />Agreement which triggers this section is the Qualifying Agreement. <br />11. Wind Up Cost Hold Back Funds. ABAG POWER will retain the sum of One Hundred <br />Thousand Dollars ($100,000) for the purposes described in § 12. The funds will be <br />separately accounted for by ABAG POWER and will be disbursed to Electric Program <br />Members in accordance with §2(f) and allocated among Electric Program Members in <br />accordance with the Usage Ratio. <br />12. Permitted Uses of Wind Up Cost Hold Back Funds. ABAG POWER may use funds in <br />the Wind Up Cost Hold Back to fund staff, consultants, attorneys or others engaged <br />in any of the tasks described in §§5 and 9 of this Wind Up Agreement. ABAG POWER <br />will send to each Electric Program Member an annual report on the use of funds and <br />fund balances. <br />13. Termination of DA Agreement. The DA Agreement between ABAG POWER and the <br />City is hereby terminated. <br />14. Assi ent. This Agreement shall not be assigned, transferred, hypothecated, or <br />pledged by the City. <br />15. Amendment. §§ 1 and 2 of this Agreement maybe amended at any time, but only <br />by a writing signed by both parties. Any other section of this Agreement maybe <br />amended only by a writing signed by both parties and all Third Party Beneficiaries. <br />16. Headings. The descriptive headings used in this Agreement are for convenience only <br />and shall not control or affect the meaning or construction of any of its provisions. <br />17. Controlling Law. This Agreement and all matters relating to it shall be governed by <br />the laws of the State of California. <br />18. Binding on Successors Etc. This Agreement shall be binding upon the successors, <br />assigns, or transferees of ABAG POWER or the City as the case maybe. This <br />provision shall not be construed as an authorization to assign or transfer this <br />Agreement other than as provided above. <br />19, Severability. Should any part of this Agreement be declared unconstitutional, <br />invalid, or beyond the authority of either party to enter into or carry out, such <br />decision shall not affect the validity of the remainder of this Agreement, which shall <br />continue in full force and effect; provided that, the remainder of this Agreement can, <br />absent the excised portion, be reasonably interpreted to give effect to the intentions <br />of the parties. <br />20. Arbitration. Any disputes regarding the interpretation, effects, alleged breach or <br />powers and duties arising out of this Agreement will be submitted to binding <br />arbitration. An arbitration panel of three (3) individuals shall be formed as follows: <br />