2015/04/29 Council Agenda Packet

1 A f. Acceleration. Upon the occurrence of a default in District's obligations to pay any amount payable hereunder as and when due or any other breach • under this Agreement, and upon notice from City to District of such default or breach and the passage of 30 calendar days without such default or breach being cured, City may declare, at its sole option and without any further notice,the entire indebtedness evidenced hereby immediately due and payable in full. Failure to exercise this option or any other right City may have shall not constitute a waiver of the right to exercise such option or any other right in the event of any subsequent default or breach. 2. Books and Records. Upon written request from the City,the District will provide the City with all books and records(such as receipts or other documentation) necessary to document Scoreboard Loan expenditures. 3. Deadline. The District shall complete the Scoreboard Project no later than December 31, 2016. 4. Expiration of Agreement. This Agreement expires on the date that all principal and interest on the Scoreboard Loan is repaid in full. 5. Contracting and Maintenance. The District shall procure and contract for the Scoreboard Project in accordancowith Washington law.•The District will own-the scoreboard and is solely responsible for all scoreboard maintenance. • 6. Subordinate to All Other Financing. This Agreement and the Scoreboard Loan are subordinate in every respect to all other past, current and future District financing. Without limiting the breadth of this subordination, the District and the City agree that: (a) If this Agreement or the Scoreboard Loan causes, or may be construed to cause, any default or breach under any other past, current or future agreement related to District financing(such as, for example, the 2014 Interlocal Agreement and the bonds and loans referred to therein),then this Agreement and the Scoreboard Loan shall be deemed, without any further action necessary by the City or District, to be amended so as to prevent(or cure, as the case may be) such default or breach; and (b) In the event of any conflict between the provisions of this Agreement and the provisions in any other agreement related to District financing(such as, for example,the 2014 Interlocal Agreement and the bonds and loans referred to therein),then the provisions of such other agreement(s)shall control. 7. Indemnification. To the maximum extent permitted by law,the District will defend, indemnify, and hold harmless the City and all of its officers, employees, and agents from all claims, demands, suits, actions, losses, and liability of any kind,to the extent arising from or relating to (a)the Scoreboard Project; (b)breach of this Agreement • 4