SOUTHERN CALIFORNIA EDISON (3) - 2009

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supporting documentation pertaining to the their performance of this Agreement or the Authorized Work, during normal business hours, and to allow reasonable access in order to interview any staff of the City or SCE who might reasonably have information related to such records. Further, the Parties agrees to include a similar right of the other Party and/or the Commission to audit records and interview staff in any subcontract related to performance of the Authorized Work or this Agreement. 23. STOP WORK PROCEDURES SCE may suspend the Authorized Work being performed in their service territory for goad cause, including, without limitation, concerns relating to program funding, implementation or management of the Program, safety concerns, fraud or excessive customer complaints, by notifying the City in writing to suspend any Authorized Worlc being performed in SCE' service territory. Any performance of Authorized Work by the City in SCE's service territory shall stop immediately, and the City may resume its Authorized Work only upon receiving written notice from SCE that it may resume its Authorized Work. In the event of suspension, the City shall take action required to suspend work in progress and shall be entitled to PGC Funds for Program Expenditures incurred or accrued pursuant to contractual or legal obligations for such Authorized Worli and in accordance with Section 10.2 of this Agreement. 24. MODIFICATIONS Except as otherwise provided in this Agreement, changes to this Agreement shall be only be valid through a written amendment to this Agreement signed by both Parties. 25. TERM AND TERMINATION 25.1. Term. This Agreement shall be effective as of the Effective Date. Subject to Section 37, the Agreement shall continue in effect until June 30, 2013 unless otherwise terminated in accordance with the provisions of Section 25.2 or 30 below. 25.2. Termination for Breach. Any Party inay terminate this Agreement in the event of a material breach by the other Party of any of the material terms or conditions of this Agreement, provided such breach is not remedied within sixty (60) days written notice to the breaching Party thereof from the non-breaching Party or otherwise resolved pursuant to the dispute resolution provisions set forth in Section 15 herein. 25.3. Effect of Termination. Any termination by the City or by SCE shall constitute a termination of this Agreement in its entirety (subject, however, to the survival provisions of Section 37). 25.3.1. Subject to the provisions of this Agreement, the City shall be entitled to PGC Funds for all Program Expenditures incurred or accrued pursuant to contractual or other legal obligations for Authorized Work up to the effective date of termination of this Agreement, provided that any Monthly City Reports or other reports, invoices, ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 20