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additional insureds (such additional insureds include the City of Everett and their officers, <br />employees, and agents). <br />12. INDEMNIFICATION <br />The ERA hereby agrees to save the City and their officers, employees and agents (each such person, an <br />“Indemnitee”) harmless and indemnify them from all loss, claims, or damage occasioned to an <br />Indemnitee or to any third person or property by reason of any act or omission of the ERA, its officers, <br />members, employees, subcontractors, third persons or agents which arises, directly or indirectly, as a <br />result of or in connection with this Agreement, and shall, after reasonable notice thereof, defend and <br />pay the expense of defending any claim or suit which may be commenced against an Indemnitee <br />alleging injuries to person and/or damage to property by reason of such act or omission and will pay any <br />judgment which may be obtained against an Indemnitee in such suit. Nothing herein shall require ERA <br />to indemnify and hold harmless an Indemnitee from claims, demands, damages, expenses, or suits <br />caused solely by the negligence or willful misconduct of such Indemnitee. FOR THIS PURPOSE, ERA, BY <br />MUTUAL NEGOTIATION, HEREBY WAIVES, WITH RESPECT TO THE CITY ONLY, ANY IMMUNITY THAT <br />WOULD OTHERWISE BE AVAILABLE TO IT AGAINST SUCH LOSSES, CLAIMS OR DAMAGES UNDER THE <br />INDUSTRIAL INSURANCE PROVISIONS OF TITLE 51 RCW. <br />13. BREACH <br />If either party to this Agreement believes that the other party (the “Breaching Party”) has breached this <br />Agreement, it shall give written notice of the breach to the Breaching Party, and the Breaching Party <br />shall, except in the case of a failure to insure, have ten (10) days to cure such breach. If the Breaching <br />Party does not cure the breach within such ten (10) days, the non-breaching party may terminate this <br />Agreement on three (3) days written notice of such termination to the Breaching Party. Such <br />termination shall be cumulative of and in addition to all other remedies a party may have at law or in <br />equity. <br />14. TERMINATION OF CONTRACT <br />The City may terminate this Agreement, without any liability whatsoever to the ERA, at any time, and for <br />any reason, upon not less than ninety (90) days written notice to the ERA. Notice shall be deemed <br />effective upon either (a) the second day following deposit in the United States Mail to PO Box 1774, <br />Everett WA, 98258, postage prepaid, certified, or registered mail, return receipt requested, or (b) <br />delivery. This provision shall not prevent the City from seeking any legal remedies it may have for the <br />violation or non-performance of any of the provisions of this agreement. <br />15. MISCELLANEOUS <br />a) ERA will provide a copy of the Refund Policy and Cash Handling Procedures to the City one (1) <br />week prior to the first scheduled facility use. <br />b) ERA will provide documentation to the City of team and event registrations which will use or be <br />held in a park facility within ten (10) business days of the completion of such team or event <br />registration. <br />c) ERA will provide the City copies of all participant rosters scheduled to use a parks facility <br />prior to the first scheduled use under this agreement. <br />d) The City may refer customers to the ERA program. ERA will treat all City referred customers in a <br />professional and courteous manner, such as returning phone calls, or responding to inquiries <br />within one (1) business day of receiving such phone call or inquiry. <br />e) ERA will discuss all issues it believes may be affected by this agreement with the City at such time <br />as the issue arises. <br />f) This Agreement constitutes the entire agreement of the parties relating to the subject matter of <br />this Agreement. This Agreement supersedes and replaces all other written or oral agreements