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Section 25.3.1 shall be the City's sole compensation resulting from any termination <br />of this Agreement. <br />25.3.2. In the event of termination of this Agreement in its entirety, the City shall stop <br />any Authorized Work in progress and take action as directed by the Utility to bring <br />the Authorized Work to an orderly conclusion, and the Parties shall work <br />cooperatively to facilitate the termination of operations and of any applicable <br />contracts for Authorized Work. <br />26. WRITTEN NOTICES <br />Any written notice, demand or request required or authorized in connection with this <br />Agreement, shall be deemed properly given if delivered in person or sent by facsimile, nationally <br />recognized overnight courier, or first class mail, postage prepaid, to the address specified below, <br />or to another address specified in writing by a Party as follows: <br />The City: <br />Executive Director, Public Works Agency <br />City of Santa Ana <br />20 Civic Center Plaza, M -21 <br />Santa Ana, CA 92701 <br />Tel: (714) 647 -5654 <br />Fax: (714) 647-5622 <br />SCG: <br />Southern California Gas Company <br />Paulo Morais, Energy Programs Supervisor <br />555 W. Fifth Street, GT28A4 <br />Los Angeles, CA 90013 <br />Tel: (213) 244 -3246 <br />Fax: (213) 244-8252 <br />Email: PMorais @semprautilities.com <br />Notices shall be deemed received (a) if personally or hand - delivered, upon the date of <br />delivery to the address of the person to receive such notice if delivered before 5:00 p.m., or <br />otherwise on the Business Day following personal delivery; (b) if mailed, three (3) Business <br />Days after the date the notice is postmarked; (c) if by facsimile, upon electronic confirmation of <br />transmission, followed by telephone notification of transmission by the noticing Party; or (d) if <br />by overnight courier, on the Business Day following delivery to the overnight courier within the <br />time limits set by that courier for next -day delivery. <br />27. CONTRACTS <br />Each Party shall, at all times, be responsible for its Authorized Work obligations, and acts <br />and omissions of Contractors, subcontractors and persons directly or indirectly employed by <br />such Party for services in connection with the Authorized Work. Each Party shall require its <br />Contractors to be bound by terms and conditions which are the same or similar to those <br />contained in this Agreement, as the same may be applicable to Contractors. <br />28. RELATIONSHIP OF THE PARTIES <br />The Parties shall act in an independent capacity and not as officers or employees or agents of <br />each other. This Agreement is not intended to and does not form any "partnership" within the <br />meaning of the California Uniform Partnership Act of 1994 or otherwise. <br />2013 -14 Santa Ana Partnership Agreeme�5^_2 1 1 8 <br />