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construed in derogation of the continuous duty of TENNIS PROGRAM to furnish the required
<br />insurance during the terms of this Agreement.
<br />e)Upon written request by the City, TENNIS PROGRAM will furnish, prior to any activity
<br />pursuant to this Agreement, a copy of any policy cited above, certified to be a true and
<br />complete copy of the original.
<br />f)Prior to any activity pursuant to this Agreement, TENNIS PROGRAM shall provide the City with a
<br />Certificate of Insurance acceptable to the City Attorney evidencing the above-required insurance
<br />together with an Additional Insured Endorsement naming the City of Everett and their officers,
<br />employees, and agents as additional insureds. Both the Certificate of Insurance and Additional
<br />Insured Endorsement will be on forms acceptable to the City. Receipt by the City of any
<br />certificate showing less coverage than required is not a waiver of TENNIS PROGRAM’s
<br />obligations to fulfill the requirements.
<br />g)The insurance policies identified in this Section 12 will be primary as to the City, any other
<br />insurance maintained by the City shall be excess and not contributing insurance with the
<br />TENNIS PROGRAM’s insurance. The additional Insured Endorsement required under subsection
<br />f)of this Section 12 must include a statement that such insurance will apply as primary
<br />insurance on behalf such additional insureds (such additional insureds include the City of
<br />Everett and their officers, employees, and agents).
<br />12.INDEMNIFICATION
<br />The TENNIS PROGRAM hereby agrees to save the City and their officers, employees and agents (each
<br />such person, an “Indemnitee”) harmless and indemnify them from all loss, claims, or damage occasioned
<br />to an Indemnitee or to any third person or property by reason of any act or omission of the TENNIS
<br />PROGRAM, its officers, members, employees, subcontractors, third persons or agents which arises,
<br />directly or indirectly, as a result of or in connection with this Agreement, and shall, after reasonable
<br />notice thereof, defend and pay the expense of defending any claim or suit which may be commenced
<br />against an Indemnitee alleging injuries to person and/or damage to property by reason of such act or
<br />omission and will pay any judgment which may be obtained against an Indemnitee in such suit. Nothing
<br />herein shall require TENNIS PROGRAM to indemnify and hold harmless an Indemnitee from claims,
<br />demands, damages, expenses, or suits caused solely by the negligence or willful misconduct of such
<br />Indemnitee. FOR THIS PURPOSE, TENNIS PROGRAM, BY MUTUAL NEGOTIATION, HEREBY WAIVES, WITH
<br />RESPECT TO THE CITY ONLY, ANY IMMUNITY THAT WOULD OTHERWISE BE AVAILABLE TO IT AGAINST
<br />SUCH LOSSES, CLAIMS OR DAMAGES UNDER THE 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 termination
<br />shall be cumulative of and in addition to all other remedies a party may have at law or in equity.
<br />14.TERMINATION OF CONTRACT
<br />The City may terminate this Agreement, without any liability whatsoever to the TENNIS PROGRAM, at any
<br />time, and for any reason, upon not less than ninety (90) days written notice to the TENNIS PROGRAM.
<br />Notice shall be deemed effective upon either (a) the second day following deposit in the United States
<br />Mail to PO Box 1774, Everett WA, 98258, postage prepaid, certified, or registered mail, return receipt
<br />requested, or (b) delivery. This provision shall not prevent the City from seeking any legal remedies it may
<br />have for the violation or non-performance of any of the provisions of this agreement.
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