SOUTHERN CALIFORNIA GAS COMPANY - 2013

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22. RIGHT TO AUDIT The Parties agree that the other Party, and /or the Commission, or their respective designated representatives, shall have the right to review and to copy any records or supporting documentation pertaining to the their performance of this Agreement or the Authorized Work, during nonnal business hours, and to allow reasonable access in order to interview any staff of the City or the Utility who might reasonably have information related to such records. Further, the Parties agree 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 The Utility may suspend the Authorized Work being performed in its service territory for good 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 Work being performed in either SCG's service territory. Any performance of Authorized Work by the City in SCG's service territory shall stop immediately, and the City may resume its Authorized Work only upon receiving written notice from the Utility that it may resume its Authorized Work. 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. Tenn. This Agreement shall be effective as of the Effective Date. Subject to Section 37, the Agreement shall continue in effect until March 31, 2015 unless otherwise terminated in accordance with the provisions of Section 25.2 or 30 below. 25.2. Termination for Breach. Any Party may 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 the Utility 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 Gas Surcharge 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 invoices, documents or information required under this Agreement or by the Commission are submitted in accordance with the terms and conditions of this Agreement. The provisions of this 2013 -14 Santa Ana Partnership Agreement 17