Interfaith Association of Northwest WA 1/3/2017

City of Everett/Interfaith Association 2016 M&0 2060 Agreement XI. AUDITS; INSPECTIONS The Grantee agrees that it and the Project are subject to audit by the City and to recovery for any audit exception which occurs due to its negligence or failure to comply with the terms of this HTF Agreement. At any time during the term of this Agreement, the City or its designee may enter and inspect the physical premises of the Grantee's office and inspect all accounting and other records pertaining to the Project. XII. BREACH BY THE GRANTEE; REMEDIES In the event of a material breach of any of the provisions of this 2060 HTF Agreement by the Owner, the City may give written notice thereof to the Owner by registered or certified mail addressed to the Owner at the notice address determined pursuant to this Agreement. If such violation is not corrected to the satisfaction of the City within thirty (30) days after the date such notice is mailed (or within such shorter or longer time as the City, in its sole discretion, may determine), the City may, without further prior notice, declare in writing a default under this Agreement, declare the Loan principal immediately due and payable pursuant to the terms of this Agreement and the Promissory Note, impose penalty interest on the Promissory Note as provided therein, and terminate or suspend this 2060 HTF Agreement The City also may, if it deems it appropriate, apply to any court, State or Federal, for remedy for breach of contract; for specific performance of this 2060 HTF Agreement; for an injunction against any violation by the Owner of this 2060 HTF Agreement; for the appointment of a receiver to take over and operate the Project in accordance with the terms of this 2060 HTF Agreement; or for such other and further relief as may be appropriate, it being agreed by the Owner that the injury to the City arising from a default under and of the terms of this 2060 HTF Agreement would be irreparable and that it would be extremely difficult to ascertain the amount of compensation to the City which would afford adequate relief, in light of the purposes and policies of the 2060 Housing Trust Fund. As an alternative, the City may, in its sole discretion, submit the matter to arbitration. XIII. NONWAIVER OF BREACH The City's failure to insist upon strict performance of any of the terms of this 2060 HTF Agreement, or to exercise any rights or remedies herein, or its acceptance of any defective performance in any one or more instances, shall not be construed to be a waiver or relinquishment of any rights, and shall not prevent the City from pursuing that or any other right at any future time, unless stated in a writing signed by an authorized representative of the City and attached to the original Agreement. XIV. GOVERNING LAW; VENUE STIPULATION This HTF Agreement has been and shall be construed as having been entered into and delivered within the State of Washington, and it is mutually understood and agreed by each party hereto that this 2060 HTF Agreement shall be governed by the laws of the State of Washington, both as to interpretation and performance, and by applicable Federal laws and regulations. 7