SOUTHERN CALIFORNIA GAS COMPANY - 2013

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Section 25.3.1 shall be the City's sole compensation resulting from any termination of this Agreement. 25.3.2. In the event of termination of this Agreement in its entirety, the City shall stop any Authorized Work in progress and take action as directed by the Utility to bring the Authorized Work to an orderly conclusion, and the Parties shall work cooperatively to facilitate the tenmination of operations and of any applicable contracts for Authorized Work. 26. WRITTEN NOTICES Any written notice, demand or request required or authorized in connection with this Agreement, shall be deemed properly given if delivered in person or sent by facsimile, nationally recognized overnight courier, or first class mail, postage prepaid, to the address specified below, or to another address specified in writing by a Party as follows: The City: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza, M -21 Santa Ana, CA 92701 Tel: (714) 647 -5654 Fax: (714) 647 -5622 SCG: Southern California Gas Company Paulo Morais, Energy Programs Supervisor 555 W. Fifth Street, GT28A4 Los Angeles, CA 90013 Tel: (213) 244 -3246 Fax: (213) 244-8252 Email: PMorais @semprautilities.com Notices shall be deemed received (a) if personally or hand- delivered, upon the date of delivery to the address of the person to receive such notice if delivered before 5:00 p.m., or otherwise on the Business Day following personal delivery; (b) if mailed, three (3) Business Days after the date the notice is postmarked; (c) if by facsimile, upon electronic confirmation of transmission, followed by telephone notification of transmission by the noticing Party; or (d) if by overnight courier, on the Business Day following delivery to the overnight courier within the time limits set by that courier for next -day delivery. 27. CONTRACTS Each Party shall, at all times, be responsible for its Authorized Work obligations, and acts and omissions of Contractors, subcontractors and persons directly or indirectly employed by such Party for services in connection with the Authorized Work. Each Party shall require its Contractors to be bound by terms and conditions which are the same or similar to those contained in this Agreement, as the same may be applicable to Contractors. 28. RELATIONSHIP OF THE PARTIES The Parties shall act in an independent capacity and not as officers or employees or agents of each other. This Agreement is not intended to and does not form any "partnership" within the meaning of the California Uniform Partnership Act of 1994 or otherwise. 2013 -14 Santa Ana Partnership Agreement 18