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<br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> to the City are satisfied in full accordance with the terms of this Agreement. The provisions <br /> of Section 3 ("Ownership and Future Maintenance of Facilities Following Completion of <br /> Project") of this Agreement shall continue to remain in fill force and effect following <br /> expiration or earlier termination of this Agreement <br /> <br /> 8. Severabilitv. If any term, provision, covenant, or condition set forth in this Agreement is held <br /> by the final judgment of a court of competent jurisdiction to be invalid, void, or <br /> unenforceable, the remaining provisions, covenants, and conditions shall continue in full <br /> force and effect to the extent that the basic intent of the Parties as expressed herein can be <br /> accomplished. In addition, in such event the Parties shall cooperate in good faith in an effort <br /> to amend or modify this Agreement in a manner such that the purpose of the invalidated or <br /> voided provision, covenant, and condition can be accomplished to the maximum extent <br /> legally permissible; provided, however, that in no event shall either party be required to agree <br /> to an amendment or modification of this Agreement that materially adversely impacts its <br /> rights or materially increases its obligations or risks as set forth herein. <br /> 9. Waiver of Default or Breach. Waiver of any default by either party shall not be considered a <br /> waiver of any subsequent default. Waiver of any breach by either party of any provision of <br /> this Agreement shall not be considered a waiver of any subsequent breach. Waiver of any <br /> default or any breach by either party shall not be considered a modification of the terms of <br /> this Agreement. <br /> 10. No Third-Party Beneficiaries. Nothing in this Agreement is intended to create any third-party <br /> beneficiaries to the Agreement, and no person or entity other than the City and District, and <br /> the permitted successors and assigns of either of them, shall be authorized to enforce the <br /> provisions of this Agreement. <br /> <br /> 11. Assignment. The District may not assign its interest in this Agreement without the prior <br /> written consent of City, which consent will not be unreasonably withheld. <br /> <br /> 12. Further Assurances. District and the City agree to execute, acknowledge and deliver any and <br /> all additional papers, documents and other assurances and to perform any and all acts and <br /> things reasonably necessary in connection with the performance of the obligations hereunder <br /> and to carry out the intent of the Parties. <br /> 13. Agreement Negotiated. The text of this Agreement is the product of negotiation among the <br /> parties and their counsel and is not to be construed as having been prepared by one party or <br /> the other. <br /> <br /> 14. Governing Law. This Agreement shall be governed by and construed in accordance with the <br /> laws of the State of California. <br /> <br /> 15. Counterparts. This Agreement may be executed in counterparts, each of which shall be <br /> deemed an original and all of which shall constitute but one and the same instrument. <br /> <br /> 6 <br /> 912756.1 <br /> <br /> <br /> 23A-12 <br />