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any court, state or federal, for remedy for breach of contract; for specific performance <br /> of this Loan Agreement; for an injunction against any violation by the Agency of this <br /> Loan Agreement;for the appointment of a receiver to take over and operate the Project <br /> in accordance with the terms of this Agreement; or for such other relief as may be <br /> appropriate, it being agreed by the Agency that the injury to the City arising from a <br /> default under and of the terms of this Loan Agreement would be irreparable and that <br /> it would be extremely difficult to ascertain the amount of compensation to the City <br /> which would afford adequate relief, in light of the purposes and policies of the HOME <br /> Program. As an alternative, the City may, in its sole discretion, submit the matter to <br /> arbitration. <br /> Any notice of default under any of the Loan Documents shall be provided to the <br /> Agency. Agency shall be responsible for providing the City with the name and address <br /> of such parties. If Agency fails to update the City with the name and address of such <br /> parties, any notice of default provided by the City shall be deemed sufficient if sent to <br /> the most recent name and address on file for the Agency. <br /> C. Non-Waiver of Breach <br /> The City's failure to insist upon strict performance of any provision of this Loan Agreement, <br /> or to exercise any rights or remedies herein, or its acceptance of any defective <br /> performance, shall not be construed to be a waiver or relinquishment of any rights, and <br /> shall not prevent the City from pursuing that or any other right at any future time, unless <br /> stated in a writing signed by an authorized representative of the City and attached to the <br /> original Loan Agreement. <br /> D. Governing Law and Venue Stipulation <br /> This Loan Agreement has been and shall be construed as having been entered into and <br /> delivered within the State of Washington, and it is mutually understood and agreed by <br /> each party hereto that this Agreement shall be governed by laws of the State of <br /> Washington, both as to interpretation and performance, and applicable federal laws and <br /> regulations. <br /> Any action at law, suit in equity, or judicial proceeding for the enforcement of this Loan <br /> Agreement or any provision hereof, shall be instituted and maintained only in any of the <br /> courts of competent jurisdiction at Everett in Snohomish County, unless the City <br /> determines a federal forum is appropriate to the issue raised. <br /> VII. MISCELLANEOUS PROVISIONS <br /> A. Relationship of the Parties <br /> The parties intend that an independent contractor/county relationship will be created by <br /> this Agreement. Except to the extent specific Agency performance is required by this Loan <br /> Agreement or by applicable provisions of law, the City is interested only in the results to <br /> be achieved and the implementation of services will lie solely with the Agency. No agent, <br /> officer, employee, servant or representative of the Agency shall be deemed to be an agent, <br /> officer, employee, servant or representative of the City for any purpose, and none of the <br /> Agency's employees shall be entitled to any benefits or rights enjoyed by employees of <br /> the City. The Agency will be solely and entirely responsible for its acts and for the acts of <br /> Loan Agreement <br /> Cocoon House <br /> Page 42 of 51 <br />