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19.IMPLEMENTER DISPUTES <br />Any unresolved disputes between Implementer and SCE shall be referred to an SCE <br />management representative and an officer of Implementer for resolution. Pending <br />resolution, Implementer shall continue to perform the Work as directed by the SCE <br />Representative, and SCE shall continue to make payments for the undisputed items. <br />20. RIGHT TO AUDIT <br />SCE and the Commission shall have the right to audit Implementer at any time <br />during the term of this Contract and for five (5) years thereafter. An audit may include, <br />but is not limited to, a review of Implementer's financial records relating to the Work, <br />program implementation procedures, program marketing material, program <br />implementation documents, energy efficiency savings provided by the program, funds spent <br />to date, information relating to the substantiation of program expenditures, incentives paid <br />to date, customers given incentives to date, lists of employees and respective duties related <br />to the Program, lists of subcontractors and their respective responsibilities or service <br />provided. <br />SCE may, in its sole discretion and at anytime, request information or data relating <br />to the program, Work or this Contract, and Implementer shall provide such information in <br />the format utilized by Implementer and within a reasonable time after Implementer's <br />receipt of request by SCE. Nothing in this provision shall limit the type, format or <br />frequency of such requests by SCE. <br />21. MODIFICATIONS <br />Except as otherwise provided in this Contract, changes to this Contract shall be <br />only be valid through a written amendment/change order to this Contract signed by both <br />Parties. <br />22. TERM <br />This Contract shall be effective as of the Effective Date (defined in the preamble to <br />this Contract). Unless otherwise terminated in accordance with the provisions of Section 23 <br />below, this Contract shall terminate at midnight November 30, 2012; provided however, <br />that all Work and services shall be completed by the dates specified in the Statement of <br />Work. <br />23. TERMINATION OR CANCELLATION <br />23.1 CPUC Authority To Modify: The Work and program under which the Work is <br />authorized herein shall at all times be subject to the discretion of the California Public <br />Utilities Commission (CPUC), including, but not limited to, review and modifications, <br />or excusing performance hereunder, or termination as the CPUC may direct from time <br />to time in the reasonable exercise of its jurisdiction. <br />20B-23