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to reach mutual agreement on the extension,this Agreement will terminate. 9.Termination for Cause. City may terminate this Agreement if Sports Complex Sponsor fails to make any of its installment payments. If by reasonable judgment, either party has engaged in activities that are inconsistent with the City's Community of Character values or are inconsistent with sponsorship of events, activities or programs associated with youth sports, either party may terminate this Agreement if the other materially fails to perform its obligations hereunder,which breach is not cured within thirty (30)days of written notice. City shall be entitled to only the fees paid by Sports Complex Sponsor up to the date of termination. 10. Indemnification. A party("Indemnitor") shall indemnify, defend and hold harmless the other party, its officials, employees and agents (each, "Indemnitee") against all claims, costs, lawsuits, losses, expenses or other liability arising out of the willful misconduct, or the negligent acts or omissions of the other party, in connection with the Indemnitor's performance of obligations under this Agreement, other than for the gross negligence or willful misconduct of the Indemnitee. 11. Additional Terms: a. City shall, at its own expense, for the duration of this Agreement and for two years after the end of the Agreement maintain through its risk sharing pool,the Bay Cities Joint Powers Insurance Authority, general liability coverage in an amount of at least one million dollars($1,000,000)per occurrence and three million dollars($3,000,000)annual aggregate respectively to provide coverage for it, its employees and agents against all claims and liabilities arising out of or related to this Agreement. If Sports Complex Sponsor requests,the City shall name Sports Complex Sponsor as an additional insured. Evidence of such coverage shall be presented to Sports Complex Sponsor prior to execution of this Agreement. b. Debarred Vendors.Neither the City nor,to the extent that the City has actual knowledge, any of City's vendors that will be providing services under this Agreement have been excluded, suspended,or debarred or otherwise sanctioned from participation in any federal or state healthcare program, including the Medicare, Medicaid or TriCare/CHAMPUS programs or have been convicted or found to have violated any federal or state fraud and abuse law or illegal remuneration law. c. Neither City nor Sports Complex Sponsor intends that any payments made under this Agreement be in return for the referral of ongoing business, if any, or in return for the purchasing, leasing, or ordering of any services other than the specific services 4