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12. FINAL INVOICES
<br />The City must submit final invoices to SCE no later than March 31, 2013.
<br />13. INDEMNITY
<br />13.1. Indemnity by the City. The City shall indemnify, defend and hold harmless
<br />SCE, and its respective successors, assigns, affiliates, subsidiaries, current and
<br />future parent companies, officers, directors, agents, and employees, from and
<br />against any and all expenses, claims, losses, damages, liabilities or actions in
<br />respect thereof {including reasonable attorneys' fees) to the extent arising from (a)
<br />the City's negligence or willful misconduct in the City's activities under the Proga•am
<br />or performance of its obligations hereunder, or (b) the City's breach of this
<br />Agreement or of any representation or warranty of the City contained in this
<br />Agreement.
<br />13.2. Indemnity by SCE. SCE shall indemnify, defend and hold harmless the City,
<br />and its respective successors, assigns, affiliates, subsidiaries, current and future
<br />parent companies, officers, directors, agents, and employees, from and against any
<br />and all expenses, claims, losses, damages, liabilities or actions in respect thereof
<br />(including reasonable attorneys' fees) to the extent arising from (a} SCE's
<br />negligence or willful misconduct in SCE's activities under the Program or
<br />performance of its obligations hereunder or (b} SCE's breach of this Agreement or
<br />any representation or warranty of SCE contained in this Agreement.
<br />13.3. LIMITATION OF LIABILITY. NO PARTY SHALL BE LIABLE TO THE
<br />OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL
<br />DAMAGES WHATSOEVER WHETHER IN CONTRACT, TORT (INCLUDING
<br />NEGLIGENCE) OR STRICT LIABILITY INCLUDING, BUT NOT LIMITED TO,
<br />LOSS OF USE OF OR UNDER-UTILIZATION OI' LABOR OR FACILITIES, LOSS
<br />OF REVENUE OR ANTICIPATED PROFITS, COST OF REPLACEMENT POWER
<br />OR CLAIMS FROM CUSTOMERS, RESULTING FROM A PARTY'S
<br />PERFORMANCE OR NONPERFORMANCE OF THE OBLIGATIONS
<br />HEREUNDER, OR IN THE EVENT OF SUSPENSION OF THE AUTHORIZED
<br />WORK OR TERMINATION OF THIS AGREEMENT.
<br />14. OWNERSHIP OF DEVELOPMENTS
<br />The Parties acknowledge and agree that SCE, on behalf of its Customers, shall own all
<br />data, reports, information, manuals, computer programs, works of authorship, designs or
<br />improvements of equipment, tools or processes (collectively "Developments") or other
<br />written, recorded, photographic or visual materials, or other deliverables produced in the
<br />performance of this Agreement; provided, however, that Developments do not include
<br />equipment or infrastructure purchased for research, development, education or
<br />demonstration related to energy efficiency. Although the City shall retain no ownership,
<br />interest, or title in the Developments except as may otherwise be provided in this
<br />Agreement, it will have a permanent, royalty free, non-exclusive license to use such
<br />Developments.
<br />ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 14
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