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THIRD AMENDMENT THIS THIRD AMENDMENT ( "THIRD AMENDMENT ") TO THE AGREEMENT TO JOINTLY DELIVER THE 2010 -2012 ENERGY LEADER PARTNERSHIP PROGRAM dated January 1, 2010 (as amended, the "Agreement ") is effective as of January 1, 2016 (the "Third Amendment Effective Date ") by and between SOUTHERN CALIFORNIA EDISON COMPANY ( "SCE "), AND CITY OF SANTA ANA ( "CITY "). Terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement. SCE may be referred to individually herein as the "Utility ". The Utility and the City may be referred to herein individually as a "Party" or collectively as the "Parties." RECITALS WHEREAS, the Parties previously executed the Agreement effective January 1, 2010 and subsequently amended the Agreement twice to extend its term through December 31, 2015 in accordance with the applicable decisions of the California Public Utilities Commission ( "Commission "); WHEREAS, on October 24, 2014, the Commission issued its Decision 14 -10 -046 approving the continuation of the Energy Efficiency Partnership Programs, consistent with the terms and conditions set forth in the Agreement, except as otherwise provided in this Third Amendment; and WHEREAS, the Parties desire to further amend the Agreement as necessary to provide an authorized budget for the 2016 Program and to update the Agreement as required to reflect the extended 2016 Program cycle. NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. To the extent applicable, any reference in the Agreement, as amended, to the "2010 -2012 Program" shall also hereby include the 2016 Program. 2. Section 11 of the Agreement is hereby deleted in its entirety and replaced with the following: 11, END DATE FOR PROGRAM AND ADMINISTRATIVE ACTIVITIES Unless this Agreement is terminated pursuant to Section 25 below, or unless otherwise agreed to by the Parties or so ordered by the Commission, the Parties shall complete all Program Administrative activities (as defined in the PIP) and all reporting requirements by no later than March 31, 2017, and all Direct Implementation and Marketing & Outreach activities by no later than December 31, 2016. 3. Section 12 of the Agreement is hereby deleted in its entirety and replaced with the following: 12. FINAL INVOICES City of Santa Ana must submit final invoices to the Utility no later than March 31, 2017. SCE CONFIDENTIAL Exhibit 1 25E -3 1 of 5