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b. END USER'S INDEMNIFICATION OF UTILITY
<br /> Except as otherwise provided in this Agreement, the END USER shall indemnify, defend and hold
<br /> harmless the UTILITY, its officers, appointed and elected officials, employees and agents, from and
<br /> against all claims, actions, suits, liability, loss, expenses, damages and judgments of any nature
<br /> whatsoever, including costs and reasonable attorneys' fees in defense thereof, for injury, sickness,
<br /> liability or death to persons or damage to property or business, caused by or arising out of negligent or
<br /> intentional acts, errors or omissions of the END USER, its officers, officials, employees and/or agents
<br /> in the performance of this Agreement; provided, that in the event of the concurrent negligence of the
<br /> Parties, the END USER's obligations hereunder shall apply only to the percentage of fault attributable
<br /> to the END USER, its officers, officials, employees and/or agents.
<br /> c. WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE ACT
<br /> The indemnification provisions of this Section are specifically intended to constitute a waiver of each
<br /> Party's immunity under Washington's Industrial Insurance Act, Title 51 RCW, as with respect to the
<br /> other Party only, and only to the extent necessary to provide the indemnified Party with a full and
<br /> complete indemnity of claims made by the indemnitor's employees.The Parties acknowledge that these
<br /> provisions were specifically negotiated and agreed upon by them.
<br /> d. NO RIGHT TO INDEMNIFICATION FOR ANY THIRD PARTY
<br /> Nothing contained in this section of this Agreement shall be construed to create a liability or a right of
<br /> indemnification in any third party.
<br /> e. SURVIVAL OF INDEMNIFICATION OBLIGATIONS
<br /> The provisions of this section shall survive the expiration or termination of this Agreement with respect
<br /> to any event occurring prior to such expiration or termination.
<br /> 15. MISCELLANEOUS
<br /> a. INTEGRATION CLAUSE
<br /> This Agreement sets forth the entire agreement of the Parties and supersedes any and all prior
<br /> agreements with respect to the subject matter or this Agreement. The rights and obligations of the
<br /> Parties hereunder shall be subject to and governed by this Agreement. The headings used herein are
<br /> for convenience of reference only and shall affect the meaning or interpretation of the Agreement.
<br /> b. TERMINATION OF AGREEMENT
<br /> Either Party may terminate this Agreement at any time for any or no reason with thirty (30) calendar
<br /> days'written notice to the other Party.
<br /> c. NON-DISCRIMINATION
<br /> i. During the performance of this Agreement, END USER shall not discriminate in violation of any
<br /> applicable federal, state and/or local law or regulation on the basis of race, color, sex, sexual
<br /> orientation, religion, national origin, creed, marital status, political affiliation, and/or the presence of
<br /> any sensory, mental or physical handicap. This provision shall include but not be limited to the
<br /> following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or
<br /> termination, rates of pay or other forms of compensation, selection for training, and the provision
<br /> of services under this Agreement. In addition, the parties hereby incorporate 41. C.F.R. 60-
<br /> 1.4(a)(7); 29 C.F.R. Part 471, Appendix A to Subpart A; 41 C.F.R. 60-300.5(a)11; and 41 C.F.R.
<br /> 60-741.5(a)6; if applicable.
<br /> Energy Smart
<br /> Industrial
<br /> SEM Funding Agreement 4
<br /> Reviewed by JK 20210615
<br />
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