Res 2013-019/LCRA Participation Agreement w/Thomas C. Ferguson

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LGLAM V QTW • WATE!•COAN41!!R QAVI�f (ii) Remaining Participation Expenses. San Marcos will pay its Participation Share of all other Participation Expenses incurred by LCRA in accordance with Article 5(d). (b) Reserves. LCRA, at its sole discretion, may establish reserves or advanced funding requirements for capital expenses, payment of expected or unexpected major maintenance, decommissioning costs, or other necessary expenses related to the Facility in a manner consistent with LCRA's policies. Such reserve or advanced funding requirements will be considered Participation Expenses and will be paid to LCRA by San Marcos in proportion to its Participation Share. Any such funds are the sole property of LCRA; provided, however, that such funds will only be used for the purposes for which they were required, and any unused funds shall be promptly refunded to San Marcos upon completion of the Windup Events or, except for those funds related to decommissioning costs (which will be retained by LCRA), in conjunction with San Marcos' exercise of its right to terminate this Agreement under Article 13(b)(ii). (c) Revenues. San Marcos will be entitled to receive its Participation Share of Energy and Capacity settlement revenues, and any other revenue amounts related to the operation or ownership of the Facility, actually received by LCRA. (d) Payments. After the end of each month, LCRA shall deliver to San Marcos a statement setting forth any amounts due from San Marcos under this Agreement for the preceding month, less any amounts due to San Marcos under Article 5(c). Notwithstanding the foregoing, the failure by LCRA to deliver a statement as set forth above shall not relieve San Marcos from its obligation to make payment of all amounts due when such statement is delivered. Unless otherwise agreed by the Parties, all such statements shall be due and payable within sixteen (16) days of the postmark of the statement (or other dispatch to an address provided by San Marcos for that purpose) or, if such day is not a business day, then on the next business day. (e) Other Matters. (i) No Right to Property. San Marcos has no rights to demand or receive any real or personal property in return for its contributions to Participation Expenses. (ii) Late Payments. Each Party will make payments in immediately available funds by electronic funds transfer to the account designated in Exhibit F, or by other mutually agreed method. Any amount not paid or credited by the due date shall be deemed delinquent and shall accrue interest at the Interest Rate, such interest to be calculated from and including the due date (or such other date as may be required by law, whichever is later) but excluding the date the delinquent amount is paid or credited in full. (iii) Disputed Payments. If San Marcos in good faith disputes a statement or a demand for payment, San Marcos, after making any such payment in full (including the disputed amount), shall promptly notify LCRA in writing of the reason for the dispute and the amounts disputed. If LCRA determines within Participation Agreement between Lower Colorado River Authority Page 8 of 26 and City of San Marcos