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<br /> L. Use of Facility Owner Recordings: Facility Owner acknowledges and agrees that BEF and
<br /> Snohomish County PUD shall have in perpetuity the royalty-free right to Use the Facility Owner
<br /> Recordings for the purpose of publicizing, marketing and promoting the Solar 4R Schools
<br /> program, the Planet Power program, BEF and Snohomish County PUD.
<br /> M. Participant Consent: Facility Owner shall obtain from all Participants or their authorized
<br /> representative (parent or legal guardian): (i)authorization allowing BEF and Snohomish County
<br /> PUD to use the Planet Power Recordings and Facility Owner Recordings (referred to collectively
<br /> hereunder as the "Recordings") and (ii) a release by which each Participant releases BEF and
<br /> Snohomish County PUD from any and all claims, damages or liability whatsoever associated with
<br /> such Use including, without limitation, any and all claims, causes of action, and damages for
<br /> defamation or for violation, infringement, or invasion of any copyright, trademark or other
<br /> intellectual property, privacy, publicity, commercial use, or other right that a Participant has or
<br /> may ever have relating to or arising out of the Recordings or their Use.
<br /> Part IV. Miscellaneous Provisions
<br /> A. Indemnification and Claims: During the construction of this Project, BEF agrees to indemnify
<br /> and hold harmless Facility Owner from any costs associated with claims or citation emanating
<br /> from the design or construction of this Project. BEF further agrees to pay for any damages to
<br /> Facility Owner's property from design or construction of the Project. BEF warrants that the
<br /> Project will be designed and constructed using appropriate materials and workmanship, and
<br /> shall comply with all applicable codes and standards.
<br /> During the Facility Owner Obligation Period, Facility Owner will indemnify and defend BEF and
<br /> hold them harmless from and against any and all losses, liabilities, damages, claims, suits,
<br /> actions,judgments, assessments, costs and expenses, including without limitation interest,
<br /> penalties, attorney fees, any and all expenses incurred in investigating, preparing, or defending
<br /> against any litigation, commenced or threatened, or any claim whatsoever, and any and all
<br /> amounts paid in settlement of any claim or litigation asserted against, imposed on, or incurred or
<br /> suffered by any of them, directly or indirectly, as a result of or arising from the negligent or
<br /> wrongful acts or omissions of the Facility Owner. Facility Owner shall indemnify and defend BEF
<br /> from and against any and all claims, demands, and causes of action arising from the Recordings
<br /> and any Use thereof.
<br /> Notwithstanding the previous paragraphs, in no event shall either Party be liable to the other
<br /> Party for indirect, special, incidental, or consequential damages, including but not limited to the
<br /> loss of revenues or profits, cost of substitute services, cost of purchased power, loss of
<br /> opportunity, loss of goodwill, loss of data, governmental sanctions or penalties or claims of third
<br /> parties, whether such liabilities arise as a result of breach of contract, warranty, indemnity, tort,
<br /> negligence, strict liability or otherwise; and BEF and the Facility Owner hereby release each other
<br /> from any such liabilities; provided that the foregoing limitations of liability and releases shall not
<br /> apply to the extent any of the foregoing arises as a result of gross negligence, recklessness or
<br /> willful misconduct.
<br /> B. Access: BEF further warranties that Facility Owner employees, inspectors, and utilities shall
<br /> have access at all times to construction work area, and that such area shall be kept free of debris
<br /> on a daily basis.
<br /> C. Insurance: Facility Owner will maintain "All Risk" property insurance covering the PV Systems at
<br /> its full replacement value, at the Facility Owner's sole expense during the Facility Owner
<br /> Obligation Period and during such period will immediately notify BEF of any substantial
<br /> modification or cancellation of such insurance.
<br /> D. Governing Law; Venue: This agreement shall be governed and construed in accordance with
<br /> the laws of the State of Oregon without regard to the conflict of laws rules thereof. The parties
<br /> agree that any action, suit or proceeding arising out of or relating to this Agreement may only be
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