Agmt25 Peninsula Clean Energy Authority

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REV: 07-15-25 LF 5. Relationship of Parties It is understood that this is an Agreement by and between independent entities and is not intended to, and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association, or any other relationship whatsoever. 6. Hold Harmless a. General Hold Harmless Grantee shall indemnify and save harmless PCEA and its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description resulting from this Agreement, the performance of any work or services required of Grantee under this Agreement, or payments made pursuant to this Agreement brought for, or on account of, any of the following: (A) injuries to or death of any person, including Grantee or its employees/officers/agents; (B) damage to any property of any kind whatsoever and to whomsoever belonging; (C) any sanctions, penalties, or claims of damages resulting from Grantee’s failure to comply, if applicable, with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended; or (D) any other loss or cost, excluding any loss or cost caused by the negligence or willful misconduct of PCEA and/or its officers, agents, employees, or servants. Grantee’s duty to indemnify and save harmless under this Section 6 shall not apply to injuries or damage for which PCEA has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct. The duty of Grantee to indemnify and save harmless as set forth by this Section shall include the duty to defend as set forth in Section 2778 of the California Civil Code. 7. Payment of Permits/Licenses Grantee bears responsibility to obtain any license, permit, or approval required from any agency for work/services to be performed under this Agreement at Grantee’s own expense prior to commencement of said work/services. Failure to do so, after reasonable notice and opportunity to cure, may result in suspension or withholding of funds distribution under this Agreement. ATTY/AGR.2025.174/Peninsula Clean Energy (PCE Member Agency Grant Agreement) (Page 2 of 10)