SOUTHERN CALIFORNIA GAS COMPANY - 2013

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7. ADMINISTRATION OF PROGRAM 7.1. Decision - making and Approval. 7.1.1. Except as specifically provided in this Agreement, the following actions and tasks require consent of all Parties: 7.1.1.1.Any material modification to the Authorized Work in connection with the Program. 7.1.1.2.Any action that materially impacts the agreed -upon schedule for implementing the Program. 7.1.1.3. Selection of any Contractor not previously approved by the Utility, if applicable. 7.2. Document Retention. Unless otherwise specified in this Agreement, the Parties shall document all material Program decisions, including, without limitation, all actions specified in Section 7.1.1 above, in meeting minutes or if taken outside a meeting, through written connnunication, which shall be maintained in hard copy form on file by the Parties for a period of no less than five (5 ) years after the expiration or termination of this Agreement. 7.3. Regular Meetings. During the term of this Agreement, the City representatives of the Partnership identified in writing pursuant to Section 6.2.1 and 6.3.1, respectively, shall meet monthly at a location reasonably agreed upon by the Parties. In addition to any other agenda items requested by either Party, the agenda shall include a review of the status of the City's 2013 -2014 Program performance, deliverables, schedules and budget, toward achievement of the goals set forth in the PIP (Exhibit A), and the Partnership's progress towards meeting overall Partnership goals set forth in Exhibit C. Any decision - making shall be reached and documented in accordance with the requirements of Section 7.1 above. 7.4. Regular Communication. Regular communication among Partnership representatives is critical for the long -term success of the Partnership and achievement of Partnership goals and objectives. Notwithstanding Section 7.3, above, the Partnership representatives identified in writing by each Partner pursuant to Sections 6.2.1 and 6.3.1, respectively, including other Program Participants, shall communicate regularly with each other to review the status of the Program's goals, deliverables, schedules and budgets, and plan for upcoming Program implementation activities, and to advise the other Party of any problems associated with successful implementation of the Program. Any decision - making during this communication process shall be reached and documented in accordance with the requirements of Section 7.1 above. 7.5. Non - Responsibility for Other Party. Notwithstanding anything contained in this Agreement in the contrary, a Party shall not be responsible for the performance or non- performance hereunder of the other Party, nor be obligated to remedy any other Party's defaults or defective performance. 2013 -14 Santa Ana Partnership Agreement 7