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3 <br /> Everett Station. Exhibit A is incorporated into this Agreement. WSTIP shall comply with <br /> the Room 215 Use Rules attached as Exhibit A, which may be modified from time to <br /> time on written notice by the City. <br /> ARTICLE 7: INDEMNIFICATION <br /> WSTIP hereby agrees to defend, indemnify and hold the City harmless from any and all <br /> Claims for injury to people or damage to property arising out of or related to WSTIP's <br /> use of Room 215. For the purposes of this Article 7, "City" means the City, its officers, <br /> employees and agents; "Claims" means any loss, injury, demand, settlement and <br /> lawsuit, and further includes any and all reasonable litigation costs such as attorney's <br /> fees, expert fees and costs, and court costs; "injury to people" includes, but is not <br /> limited to,'bodily injury and death; and "damage to property" includes, but is not limited <br /> to damage or injury to Room 215, Everett Station, any other City facilities or property <br /> and any property owned by third parties. This defense and indemnification obligation <br /> survives any termination, revocation or expiration of this Agreement. <br /> ARTICLE 8: LIABILITY INSURANCE <br /> During all times that this Agreement is in effect, WSTIP shall, at its own expense, <br /> maintain Commercial General Liability Insurance with a reputable insurance company or <br /> companies satisfactory to the City, in the minimum limits of one million dollars <br /> ($1,000,000) per occurrence and no less than two million dollars ($2,000,000) in the <br /> annual aggregate. Prior to its use of Room 215, WSTIP agrees to supply the City with a <br /> certificate of insurance and additional insured endorsement in a form acceptable to the <br /> City establishing (1) that WSTIP's insurance obligations as herein provided have been <br /> met, (2) that the insurance policy or policies as herein required are not subject to <br /> cancellation without at least sixty (60) days advance written notice to the City, and (3) <br /> that the City of Everett, its officers, employees and agents are named as additional <br /> insureds. <br /> ARTICLE 7: TERMINATION <br /> Each party has the option to terminate this Agreement at its sole discretion. In order to <br /> exercise this termination option, a party shall deliver written notice of termination to the <br /> other party. This Agreement then terminates on the date that is ninety (90) days after <br /> the date of delivery of the termination notice, unless the termination notice states a later <br /> termination date, in which case this Agreement terminates on such later date. <br /> ARTICLE 8: MISCELLANEOUS PROVISIONS <br /> A. Governing Law. The laws of the State of Washington, without giving effect to <br /> principles of conflict of laws, govern all matters arising out of or relating to this <br /> Agreement. <br /> B. Venue. The parties shall bring any litigation arising out of or relating to this <br /> Agreement only before the Snohomish County Superior Court. <br /> C. Complete Agreement. This Agreement constitutes the entire agreement of the <br /> parties relating to the subject matter of this Agreement. This Agreement <br /> supersedes and replaces all other written or oral agreements thereto. <br /> D. Amendment. No amendment to this Agreement will be effective unless it is in <br /> writing and signed by the parties. <br /> P3g4 3 <br />