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14 <br /> XVIII. BREACH BY THE OWNER; REMEDIES <br /> In the event of a material breach of any of the provisions of this Agreement by the <br /> Owner,the City may give written notice thereof to the Owner by registered or certified <br /> mail addressed to the Owner at the notice address determined pursuant to this <br /> Agreement. If such violation is not corrected to the satisfaction of the City within <br /> thirty (30) days after the date such notice is mailed (or within such shorter or longer <br /> time as the City, in its sole discretion, may determine), the City may, without further <br /> prior notice, declare in writing a default under this Agreement, declare the Loan <br /> principal and interest accrued immediately due and payable pursuant to the terms of <br /> this Agreement and the Promissory Note, impose penalty interest on the Promissory <br /> Note as provided therein, and terminate or suspend this Agreement <br /> The City also may, if it deems it appropriate, apply to any court, State or Federal, for <br /> remedy for breach of contract; for specific performance of this Agreement; for an <br /> injunction against any violation by the Owner of this Agreement; for the appointment <br /> of a receiver to take over and operate the Project in accordance with the terms of <br /> this Agreement; or for such other and further relief as may be appropriate, it being <br /> agreed by the Owner that the injury to the City arising from a default under and of <br /> the terms of this Agreement would be irreparable and that it would be extremely <br /> difficult to ascertain the amount of compensation to the City which would afford <br /> adequate relief, in light of the City's purposes and policies. As an alternative, the <br /> City may, in its sole discretion, submit the matter to arbitration. <br /> XIX. NONWAIVER OF BREACH <br /> The City's failure to insist upon strict performance of any of the terms of this <br /> Agreement, or to exercise any rights or remedies herein, or its acceptance of any <br /> defective performance in any one or more instances, shall not be construed to be a <br /> waiver or relinquishment of any rights, and shall not prevent the City from pursuing <br /> that or any other right at any future time, unless stated in a writing signed by an <br /> authorized representative of the City and attached to the original Agreement. <br /> XX. GOVERNING LAW; VENUE STIPULATION <br /> This 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 <br /> by each party hereto that this Agreement shall be governed by the laws of the State <br /> of Washington, both as to interpretation and performance, and by applicable Federal <br /> laws and regulations. <br /> Any action at law, suit in equity, or judicial proceeding for the enforcement of this <br /> Agreement or any provision thereof shall be instituted and maintained only in any of <br /> the courts of competent jurisdiction at Everett in Snohomish County, Washington, <br /> unless the City determines a Federal forum is appropriate to the issue raised. <br /> XXI. RELATIONSHIP OF THE PARTIES <br /> The parties intend that an independent contractor/City relationship will be created by <br /> this Agreement. Except to the extent specific Owner performance is required by <br /> 10 <br /> 86 <br />