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9 <br /> upon the parties, provided, however, that the Agency will be given an opportunity to review and <br /> comment on any such determination before it is made final by the Director, and provided <br /> further, that if an action is brought challenging the decision, the matter shall be subject to de <br /> novo judicial determination. Nothing contained herein shall excuse either party from otherwise <br /> complying with the terms of this Agreement to the extent reasonably possible pending final <br /> resolution of the dispute. Both parties shall act reasonably and in good faith in their dealings <br /> under this Agreement, including in the event of a dispute between them. <br /> B. Breach of Agreement by Agency; Termination <br /> In the event of a material breach of any of the provisions of this Agreement by the Agency, the <br /> County may give written notice thereof to the Agency by registered or certified mail addressed <br /> to the Agency at the notice address determined pursuant to this Agreement. If such violation is <br /> not corrected to the satisfaction of the County within thirty (30) days after the date such notice <br /> is mailed (or within such shorter or longer time as the County, in its sole discretion, may <br /> determine), the County may, without further prior notice, declare a default under and terminate <br /> or suspend this Agreement. The County also may, if it deems it appropriate, apply to any court, <br /> state or federal, for remedy for breach of contract; for specific performance of this Agreement; <br /> for an injunction against any violation by the Agency of this Agreement; for the appointment of a <br /> receiver to take over and operate the Project in accordance with the terms of this Agreement; or <br /> for such other relief as may be appropriate, it being agreed by the Agency that the injury to the <br /> County arising from a default under and of the terms of this Agreement would be irreparable <br /> and that it would be extremely difficult to ascertain the amount of compensation to the County <br /> which would afford adequate relief, in light of the purposes and policies of the ADDI Program. <br /> As an alternative, the County may, in its sole discretion, submit the matter to arbitration. <br /> C. Breach of Agreement by County; Termination <br /> In the event of a material breach of any of the provisions of this Agreement by the County, the <br /> Agency may give'written notice thereof to the County by registered or certified mail addressed <br /> to the County at the notice address determined pursuant to this Agreement. If such violation is <br /> not corrected to the satisfaction of the Agency within thirty (30) days after the date such notice <br /> is mailed (or within such shorter or longer time as the County, in its sole discretion, may <br /> determine), the Agency may, without further prior notice, terminate this Agreement. The <br /> Agency also may, if it deems it appropriate, apply to any court, state or federal, for remedy for <br /> breach of contract; for specific performance of this Agreement; for an injunction against any <br /> violation by the County of this Agreement; or for such other relief as may be appropriate. <br /> D. Non-Waiver of Breach <br /> The County's failure to insist upon strict performance of any provision of this Agreement, or to <br /> exercise any rights or remedies herein, or its acceptance of any defective performance, shall <br /> not be construed to be a waiver or relinquishment of any rights, and shall not prevent the <br /> County from pursuing that or any other right at any future time, unless stated in a writing signed <br /> by an authorized representative of the County and attached to the original Agreement. <br /> E. Governing Law and Venue Stipulation <br /> ADDI Agreement between Page 18 of 23 <br /> City of Everett and Snohomish County <br /> 83 <br /> t, <br />