YMCA of Snohomish County 4/7/2021

INDEMNIFICATION PROVISIONS OF THIS SECTION WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM. 13. 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. 14. TERMINATION OF CONTRACT The City or the YMCA may terminate this Agreement for any reason,without any liability whatsoever to the other party, effective upon six-months prior written notice to the other party. In the event of a breach of this Agreement, the non-breaching party may deliver written notice requiring cure of the breach within 14 calendar days. If the breach is not cured within such 14 calendar days,then the non-breaching party may terminate this Agreement effective on written notice to the breaching party. Notice shall be deemed effective upon either(a)the second day following deposit in the United States Mail to YMCA of Snohomish County, PO Box 419, Everett,WA 98206-0419 or Everett Parks and Facilities, 802 E. Mukilteo Blvd, Everett, WA 98203, as applicable, 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. 15. MISCELLANEOUS a) The YMCA will discuss all issues it believes may be affected by this Agreement with the City at such time as the issue arises. b) 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. c) 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. d) The parties shall bring any litigation arising out of or relating to this Agreement only before the Snohomish County Superior Court. e) No amendment to this Agreement will be effective unless it is in writing and signed by the parties. 5