2017/12/20 Council Agenda Packet

I 11.7 Governing Law:Time. This Agreement and the rights of the parties hereto shall be governed by and construed in accordance with the internal laws of the State of Washington. "Day"as used herein means a calendar day and"business day"means any weekday on which commercial banks are generally open for business in the State of Washington. Any period of time that would otherwise end on a non-business day shall be extended to the next following business day. Time is of the essence of this Agreement. 11.8 Exhibits. All exhibits attached hereto or referenced herein are incorporated in this Agreement. The following exhibits are attached to this Agreement: EXHIBIT A — Legal Description of the Property EXHIBIT B — Form of Deed EXHIBIT C — Form of Use Restriction Covenant EXHIBIT D — Form of Project Construction Covenant EXHIBIT E — Permitted Encumbrances 11.9 Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such provisions had not been contained herein. 11.10 Counterparts. This Agreement and the documents to be delivered hereunder may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute one agreement. 11.11 Assignment. Developer shall have no right to assign any of its interests hereunder without the prior written consent of the Mayor of City, which is at the City's sole discretion.Notwithstanding the foregoing,after Closing,Developer will transfer the Property to the Berkshire Housing LLC, a Washington limited liability company (the "LLC")to develop, own, operate and construct the Project and the City hereby consents to such transfer. From the date of such transfer,all references to"Developer"herein shall refer to the LLC and the LLC in its capacity as Developer hereunder shall assume all obligations of Developer under this Agreement. 11.12 Effective Date. The "Effective Date" shall be the date upon which this Agreement has been executed by both City and Developer and such date shall be inserted by the second party to sign this Agreement on the first page of this Agreement. 11.13 Amendment,Waiver. No modification,termination or amendment of this Agreement may be made except by written agreement with the Mayor signing on behalf 15 95