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SCE shall be entitled to offset against payments owed to Applicant any amount due to SCE that
<br />remains unpaid forty (40) calendar days after SCE's written demand for payment.
<br />9.0 TERM AND TERMINATION The term of this Agreement shall commence on the last date that
<br />a Party executes this Agreement and shall terminate no later than five (5) years from SCE's written
<br />project Installation Report approval date, unless terminated earlier pursuant to this Agreement ( "Term ")
<br />10.0 ASSIGNMENT SCE may assign this Agreement, or its rights and obligations hereunder, directly
<br />or indirectly, without prior written consent, provided SCE remains obligated for payments incurred prior
<br />to the assignment. Applicant may not assign its rights or delegate its duties without the prior written
<br />consent of SCE, which shall not be unreasonably withheld or delayed. If an assignment is requested,
<br />Applicant is obligated to provide additional information if requested by SCE.
<br />11.0 PERMITS AND LICENSES Applicant, at its own expense, shall obtain and maintain and
<br />cause its contractors and /or subcontractors to obtain and maintain licenses and permits required by
<br />federal, state, local, or other relevant governing or regulatory bodies needed to perform its work. Any
<br />failure by Applicant or its contractors and /or subcontractors to maintain necessary licenses and permits
<br />constitutes a material breach of Applicant's obligations under this Agreement.
<br />12.0 ADVERTISING, MARKETING AND USE OF SCE'S NAME Applicant shall not use SCE's
<br />corporate name, trademark, trade name, logo, identity or any affiliation for any reason, including
<br />soliciting customers to participate in the project, without SCE's prior written consent. Applicant shall
<br />make no representations to its customers on behalf of SCE.
<br />13.0 INDEMNIFICATION To the extent Applicant has (i) executed a Partnership Agreement with
<br />SCE and is a direct party thereto, and (ii) such Partnership Agreement contains indemnity provisions
<br />covering Applicant's performance under the Program and this Agreement, then such Indemnity
<br />provisions shall apply to this Agreement and the remainder of this Section 13 shall have no force and
<br />effect. For all other Applicants (including, but not limited to, program participants, contractors,
<br />consultants, and others who are not direct parties to a Partnership Agreement with SCE containing
<br />such indemnity provisions), the following shall apply:
<br />13.1 Applicant shall indemnify, defend and hold harmless, and release SCE, its affiliates,
<br />subsidiaries, parent companies, officers, directors, agents and employees, from and against all
<br />claims, demands, losses, damages, costs, expenses, and liability (legal, contractual, or
<br />otherwise), which arise from or are in any way connected with any: (i) injury to or death of
<br />persons, including but not limited to employees of SCE or Applicant; (ii) injury to property or
<br />other interests of SCE, Applicant, or any third party;(iii) violation of local, state, or federal
<br />common law, statute, or regulation, including but not limited to environmental laws or
<br />regulations; or (iv) strict liability imposed by any law or regulation; so long as such injury,
<br />violation, or strict liability (as set forth in (i) - (iv) above) arises from or is in any way connected
<br />with Applicant's performance of, or failure to perform, this Agreement, however caused,
<br />regardless of any strict liability or negligence of SCE whether active or passive, excepting only
<br />such loss, damage, cost, expense, liability, strict liability, or violation of law or regulation that is
<br />caused by the sole negligence or willful misconduct of SCE, its officers, managers or
<br />employees.
<br />13.2 Applicant acknowledges that any claims, demands, losses, damages, costs, expenses,
<br />and legal liability that arise out of, result from, or are in any way connected with the release or
<br />spill of any legally designated hazardous material or waste as a result of the work performed
<br />under this Agreement are expressly within the scope of this indemnity, and that the costs,
<br />expenses, and legal liability for environmental investigations, monitoring, containment,
<br />abatement, removal, repair, cleanup, restoration, remedial work, penalties, and fines arising
<br />CUSTOMIZED SOLUTIONS CONTRACT - LOCAL GOVERNMENT AND INSTITUTIONAL PARTNERSHIP 5 OF 7
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