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13. INDEMNITY
<br />13.1. Indenwityby the City. The City shall indemnify, defend and hold harmless the
<br />Utility, and its respective successors, assigns, affiliates, subsidiaries, current and future
<br />parent companies, officers, directors, agents, and employees, from and against any and
<br />all expenses, claims, losses, damages, liabilities or actions in respect thereof (including
<br />reasonable attorneys' fees) to the extent arising from (a) the City's negligence or willful
<br />misconduct in the City's activities under the Program or performance of its obligations
<br />hereunder, or (b) the City's breach of this Agreement or of any representation or
<br />warranty of the City contained in this Agreement.
<br />13.2. Indemnity by the Utility. The Utility shall indemnify, defend and hold harmless
<br />the City, and its respective successors, assigns, affiliates, subsidiaries, current and future
<br />parent companies, officers, directors, agents, and employees, from and against any and
<br />all expenses, claims, losses, damages, liabilities or actions in respect thereof (including
<br />reasonable attorneys' fees) to the extent arising from (a) the Utility's negligence or
<br />willful misconduct in Utility activities under the Program or performance of its
<br />obligations hereunder or (b) the Utility's breach of this Agreement or any representation
<br />or warranty of the Utility 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 OF 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 the Utility, 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 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 the City shall retain no ownership, interest, or title in the Developments
<br />except as may otherwise be provided in this Agreement, it will have a permanent, royalty free,
<br />non - exclusive license to use such Developments.
<br />15. DISPUTE RESOLUTION
<br />15.1. 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 15.
<br />2013 -14 Santa Ana Partnership Agreement 12
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