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