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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
<br /> or intentional acts, errors or omissions of the END USER, its officers, officials, employees and/or
<br /> agents in the performance of this Agreement; provided, that in the event of the concurrent negligence
<br /> of the Parties, the END USER's obligations hereunder shall apply only to the percentage of fault
<br /> attributable 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
<br /> these 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. SURVIVIAL OF INDEMNIFICATION OBLIGATIONS
<br /> The provisions of this section shall survive the expiration or termination of this Agreement with
<br /> respect 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
<br /> are 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
<br /> of 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 /> •
<br /> Energy Smart
<br /> Industrial
<br /> SEM Funding Agreement,7-29-2016 4 BPA ENERGY EFFICIENCY
<br /> JRK 1.13.2017
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