SOUTHERN CALIFORNIA EDISON COMPANY 49

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control. Should a conflict exist in the documents incorporated by reference, the documents shall control in the following order: 1) SCE acceptance letter(s) and Incentive estimate(s) based on solutions approved in the Application; and (2) the Partnership Agreement applicable to Applicant, and (3) Applicant's approved Application(s). Should a conflict exist between an applicable federal, State, or local law, rule, regulation, order or code and this Agreement, the law, rule, regulation, order or code shall control. Varying degrees of stringency among the main body of this Agreement, the documents incorporated by reference, and laws, rules, regulations, orders, or codes are not deemed conflicts, and the most stringent requirement shall control. Each Party shall notify the other immediately upon the identification of any conflict or inconsistency concerning this Agreement. 17.0 CANCELLATION OF AGREEMENT: SCE may suspend or terminate the Agreement, with cause, upon written notice to the Applicant identified in Section 15 hereof. SCE may suspend or terminate the Agreement upon written notice to the Applicant if funding for the Program is depleted, or if SCE determines suspension or termination of the Agreement is necessary in order to make changes to the related Program or if SCE is ordered by the CPUC to modify or discontinue a Program and /or any agreements related to a Program. 18.0 MISCELLANEOUS This Agreement shall at all times be subject to such changes or modifications by the CPUC as it may from time to time direct in the exercise of its jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire agreement and understanding between the Parties as to the subject matter of this Agreement and supersedes all prior agreements, representations, writings and discussions between the Parties, whether oral or written, with respect to the subject matter hereof. No amendment, modification or change to this Agreement shall be binding or effective unless expressly set forth in writing and signed by SCE's representative authorized to execute the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date set forth below 0 SCE APPLICANT (CUSTOMER OR AUTHORIZED AGENT) Director of Programs and Operations, Title: Customer Energy Efficiency and Solar Title: Name Printed: Mark Wallenrod Date: Name Printed: Date: CUSTOMIZED SOLUTIONS CONTRACT - LOCAL GOVERNMENT AND INSTITUTIONAL PARTNERSHIP 7 OF 7