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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 full force and effect following <br />expiration or earlier termination of this Agreement <br />8. Severability. 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 />11. Assienment. 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 />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 />14. Governing Law. This Agreement shall be governed by and construed in accordance with the <br />laws of the State of California. <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 />912756.1