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planning. Included in the annual review will be the YMCA's schedule and <br /> implementation of the Everett Resident User access provided in this Agreement. If the <br /> coordinating group has recommendations for the YMCA with respect to such access,the <br /> coordinating group shall submit those recommendations to the YMCA in writing after <br /> the annual review. <br /> 5. Directors' Letters. The purpose of this Section 5 is to provide <br /> administrative flexibility to the City Parks Director and to the Everett YMCA Executive <br /> Director. The City Parks Director and the Everett YMCA Executive Director may from <br /> time to time enter into letter agreements ("Directors' Letters")that temporarily waive or <br /> modify the application of provisions of Section 1 through 4. Such waivers or <br /> modifications could include, for example, changes to the definitions of Equal Access, <br /> YMCA Programming and/or the Open Hours Requirement. Regardless of any statement <br /> to the contrary in a Directors' Letter, no Directors' Letter or any waiver or modification <br /> therein is effective for more than 12 months. To be effective, a Directors' Letter must be <br /> signed for the YMCA by the Everett YMCA Executive Director and signed for the City <br /> by the City Parks Director and approved as to form by the City Attorney. Directors' <br /> Letters will also be used to memorialize automatic extensions of the Access Term under <br /> Section 2. above. <br /> 6. Indemnification. Each party shall indemnify, defend and hold harmless <br /> the other and its officers, agents and employees, or any of them from any and all claims, <br /> actions, suits, liability, loss, costs, expenses and damages of any nature whatsoever, <br /> including reasonable attorney fees and costs incurred as a result thereof,by any reason of <br /> or arising out of the negligent act or omission of the party, its officers, agents, employees, <br /> or any of them relating to or arising out of the performance of this Agreement. For the <br /> purposes of clarity, the parties agree that Everett Resident Users and YMCA members <br /> are not "officers, agents, or employees" of any party. In addition, the YMCA shall <br /> indemnify, defend and hold harmless the City and its officers, agents and employees, or <br /> any of them from any and all claims, actions, suits, liability, loss, costs, expenses and <br /> damages of any nature whatsoever, including reasonable attorney fees and costs incurred <br /> as a result thereof, by any reason of or arising out of any personal injury to any YMCA <br /> member or Everett Resident User or any other person in connection with use of the <br /> YMCA Facility or YMCA Pool. <br /> If a final judgment is rendered against one party, its officers, agents and/or <br /> employees, or jointly against both and their respective officers, agents and employees, or <br /> any of them by reason of or arising out of the negligent act or omission of one party, that <br /> party shall satisfy the same, including the costs and attorney fees of all parties, to the <br /> extent that such judgment was due to that party's negligent acts or omissions. <br /> Exhibit G <br />