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negligence or willful misconduct in City's performance of its obligations hereunder or
<br />based on City's breach of this Agreement.
<br />12.2. SCE shall indemnify, defend and hold harmless City, and their respective
<br />successors, assigns, affiliates, subsidiaries, parent companies, officers, directors, agents,
<br />and employees, from and against any and all expenses, claims, losses, damages, liabilities
<br />or actions in respect thereof (including reasonable attorneys' fees) arising from SCE's
<br />negligence or willful misconduct in SCE's performance of its obligations hereunder or
<br />based on SCE's breach of this Agreement.
<br />12.3.. NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY
<br />SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
<br />WHATSOEVER WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)
<br />OR STRICT LIABILITY INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OF
<br />OR UNDER-UTILIZATION OF LABOR OR FACILITIES, LOSS OF REVENUE OR
<br />ANTICIPATED PROFITS, COST OF REPLACEMENT POWER OR CLAIMS FROM
<br />CUSTOMERS, RESULTING FROM A PARTY'S PERFORMANCE OR
<br />NONPERFORMANCE OF THE OBLIGATIONS HEREUNDER, OR IN THE EVENT
<br />OF SUSPENSION OF THE AUTHORIZED WORK OR TERMINATION OF THIS
<br />AGREEMENT.
<br />13. OWNERSHIP OF DEVELOPMENTS
<br />The Parties acknowledge and agree that SCE, on behalf of its customers, shall own all data,
<br />reports, information, manuals, computer programs, works of authorship, designs or
<br />improvements of equipment, tools or processes (collectively "Developments") or other written,
<br />recorded, photographic or visual materials, or other deliverables produced in the performance of
<br />this Agreement; provided, however, that Developments do not include equipment or
<br />infrastructure purchased for research, development, education or demonstration related to energy
<br />efficiency. Although City shall retain no ownership, interest or title in the Developments, they
<br />will have a permanent, royalty free, non-exclusive license to use such Developments:
<br />14. DISPUTE RESOLUTION
<br />14.1. Dispute Resolution: Except as may otherwise be set forth expressly herein, all
<br />disputes arising under this Agreement shall be resolved as set forth in this Section 14.
<br />14.2. Negotiation and Mediation: The Parties shall attempt in good faith to resolve any
<br />dispute arising out of or relating to this Agreement promptly by negotiations between the
<br />Parties' authorized representatives. The disputing Party shall give the other Parties
<br />written notice of any dispute. Within twenty (20) days after delivery of such notice, the
<br />authorized representatives shall meet at a mutually acceptable time and place, and
<br />thereafter as often as they reasonably deem necessary to exchange information and to
<br />attempt to resolve the dispute. If the matter has not been resolved within thirty (30) days
<br />of the first meeting, any Party may initiate a mediation of the dispute. The mediation shall
<br />be facilitated by a mediator that is acceptable to all Parties and shall conclude within sixty
<br />(60) days of its commencement, unless the Parties agree to extend the mediation process
<br />beyond such deadline. Upon agreeing on a mediator, the Parties shall enter into a written
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