USTA Pacific Northwest 12/3/2019

Nothing herein shall require the Tennis Program to indemnify and hold harmless an Indemnitee from claims, demands, damages, expenses or suits caused solely by the negligence or willful misconduct of such Indemnitee. 16. BREACH If either party to this Agreement believes that the other party(the "Breaching Party") has breached this Agreement, it shall give written notice of the breach to the Breaching Party, and the Breaching Party shall, except in the case of a failure to insure, have ten (10) days to cure such breach. If the Breaching Party does not cure the breach within such ten (10) days,the non-breaching party may terminate this Agreement on three (3) days written notice of such termination to the Breaching Party. Such termination shall be cumulative of and in addition to any and all other remedies a party may have at law or in equity. 17. TERMINATION OF CONTRACT The City may terminate this Agreement,without any liability whatsoever to the Tennis Program, at any time, and for any reason, upon not less than twenty(20) days written notice to the Tennis Program Tennis Program. Notice shall be deemed effective upon either(a)the second day following deposit in the United States Mail to USTA Pacific Northwest, 9746 SW Nimbus Ave, Beaverton Oregon 97008, postage prepaid, certified or registered mail, return receipt requested, or(b) delivery.This provision shall not prevent the City from seeking any legal remedies it may have for the violation or non-performance of any of the provisions of this agreement. 18. MISCELLANEOUS a) The Tennis Program will provide a copy of the Tennis Program refund policy and Cash Handling Procedures to the City one week prior to the first scheduled event. b) The Tennis Program will provide documentation to the City of registered participants who will use a Tennis Court Facility within ten business days of the completion of such participant registration. c) The City may refer customers to the Tennis Program. The Tennis Program will treat all City referred customers in a professional and courteous manner, such as returning phone calls or responding to inquiries within one business day of receiving such phone call or inquiry. d) The Tennis Program will discuss all issues it believes may be affected by this Agreement with the City at such time as the issue arises. e) This Agreement constitutes the entire agreement of the parties relating to the subject matter of this Agreement. This Agreement supersedes and replaces all other written or oral agreements thereto. f) The laws of the State of Washington,without giving effect to principles of conflict of laws,govern all matters arising out of or relating to this Agreement. g) The parties shall bring any litigation arising out of or relating to this Agreement only before the Snohomish County Superior Court. h) No amendment to this Agreement will be effective unless it is in writing and signed by the parties. i) No waiver of satisfaction of any condition or nonperformance of an obligation under this Agreement will be effective unless it is in writing and signed by the party granting the waiver, and no such waiver will constitute a waiver of satisfaction of any other condition or nonperformance of any other obligation.