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the fraudulent or willful conduct or any willful or negligent act which constitutes a violation of a penal <br />statute. <br />2. The indemnification provisions of this section shall not require a <br />Participating Agency to defend, indemnify or hold harmless a Provider Agency with respect to any <br />workers' compensation claim filed against the Provider Agency that arises out of, or is in any way related, <br />to the performance of services pursuant to this Agreement. <br />C. Provider Agencies and Subscriber. <br />With respect to Hazardous Materials emergencies within the boundaries <br />of any Provider Agency or anySubscriber Agency, the Authority shall defend, indemnify, and hold <br />harmless the responding Provider Agency, the Subscriber Agency, and their respective officers, <br />employees, agents and representatives with respect to any loss, damage, injury, claim, litigation, or <br />liability that arises out of, or is in any way related to, the performance of Hazardous Materials Emergency <br />Response Services pursuant to this Agreement or to a Subscriber Agency Agreement. The costs incurred <br />by Authority in defending any Provider Agency or Subscriber Agency or shall be advanced by all <br />Provider Agencies and all Subscriber Agencies„ in accordance with their Fair Share Percentage as set <br />forth in Exhibit B. The amount of anyjudgment or award resulting from such claim or litigation shall be <br />reimbursed by all Provider Agencies and all Subscriber Agencies, in accordance with their Fair Share <br />Percentage as set forth in Exhibit B. If the combined Fair Share Percentages of the Provider Agencies <br />and Subscriber Agencies is less than 100% of the total of all Fair Share Percentages, the Fair Share <br />Percentages of Provider Agencies and Subscriber Agencies shall be increased, pro rata, so that the total of <br />the fair share percentages of the Provider Agencies and Subscriber Agencies equal 100 %. <br />The Provider Agency or Subscriber Agency within whose jurisdiction <br />the Hazardous Materials Emergency occurs shall defend, indemnify and hold harmless the Authority with <br />respect to any claim, litigation, loss, liability, damage, cost or expense that arises out of, or is in any way <br />25- <br />