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<br /> 10. HOLD HARMLESS AND INDEMNIFICATION.
<br /> A. PSE shall hold harmless,indemnify and defend the County,OPL and the City,their
<br /> officers,directors,officials,employees,agents, and operators and their operator's officers,
<br /> directors, officials, employees and agents,from and against any and all claims,actions,suits,
<br /> liability, loss, expenses,damages and judgments of any nature whatsoever, including costs
<br /> and attorney's fees in defense thereof,for injury,sickness, disability or death to persons or
<br /> damage to property or business,caused by or arising out of PSE's acts, errors or omissions in
<br /> the performance of this Agreement. PROVIDED HOWEVER,that PSE's obligation hereunder
<br /> shall not extend to injury,sickness, death or damage caused by or arising out of the sole
<br /> negligence of the County,OPL or of the City, their officers, directors,officials, employees,
<br /> agents,or operators and their operator's officers,directors, officials,employees and agents.
<br /> PROVIDED FURTHER,that in the event of the concurrent negligence of the parties, PSE's
<br /> obligations hereunder shall apply only to the percentage of fault attributable to PSE, its
<br /> employees or agents.
<br /> With respect to PSE's obligations to hold harmless, indemnify and defend provided for herein,
<br /> but only as such obligations relate to claims,actions or suits filed against the County,OPL or
<br /> the City, PSE further agrees to waive its immunity under the Industrial Insurance Act,Title 51
<br /> RCW,for any injury or death suffered by PSE's employees caused by or arising out of PSE's
<br /> acts, errors or omissions in the performance of this Agreement. This waiver is mutually
<br /> negotiated by the parties.
<br /> PSE's obligations to hold harmless, indemnify and defend the County, OPL and the City,
<br /> their officers, directors, officials, employees and agents pursuant to this paragraph shall apply
<br /> to any and all claims, actions,suits, liability, loss,expenses, damages and judgments of any
<br /> nature whatsoever, including costs and attorney's fees in defense thereof,for injury, sickness,
<br /> disability or death to persons or damage to property or business,caused by or arising out of
<br /> PSE's acts, errors or omissions in the design,construction, repair, maintenance, or operation
<br /> of its electric transmission lines.
<br /> PSE's obligations hereunder shall include, but are not limited to, investigating, adjusting,
<br /> and defending all claims alleging loss from action, error or omission or breach of any common
<br /> law, statutory or other duty by PSE, PSE's employees, agents, or subcontractors.
<br /> B. The City shall hold harmless, indemnify and defend the County, OPL and PSE,their
<br /> officers, directors,officials,employees,agents, and operators and their operator's officers,
<br /> directors, officials, employees and agents,from and against any and all claims, actions,suits,
<br /> liability, loss, expenses,damages and judgments of any nature whatsoever, including costs
<br /> and attorney's fees in defense thereof,for injury, sickness, disability or death to persons or
<br /> damage to property or business,caused by or arising out of the City's acts,errors or
<br /> omissions in the performance of this Agreement. PROVIDED HOWEVER, that the City's
<br /> obligation hereunder shall not extend to injury,sickness, death or damage caused by or
<br /> arising out of the sole negligence of the County, OPL or of PSE, their officers,directors,
<br /> officials, employees, agents,or operators and their operator's officers, directors, officials,
<br /> employees and agents. PROVIDED FURTHER, that in the event of the concurrent
<br /> negligence of the parties, the City's obligations hereunder shall apply only to the percentage
<br /> of fault attributable to the City, its employees or agents.
<br /> Cost Share Agmt Final.doc Page 7
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