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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 /> Should a court of competent jurisdiction determine that this Agreement is subject
<br /> to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury
<br /> to persons or damages to property caused by or resulting from the concurrent negligence
<br /> of the YMCA and the City, their respective officers, officials, employees, agents and
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