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This Agreement contains the entire agreement of the Parries. <br />Section 8.10. Severability; Waiver <br />If any provision of this Agreement is illegal, invalid, or unenforceable, under present or <br />future laws, it is the intention of the parties that the remainder of this Agreement not be affected <br />and, in lieu of each illegal, invalid, or unenforceable provision, a provision be added to this <br />Agreement which is legal, valid, and enforceable and is as similar in terms to the illegal, invalid, <br />or enforceable provision as is possible. <br />Any failure by a Party to insist upon strict performance by the other party of any material <br />provision of this Agreement will not be deemed a waiver or of any other provision, and such <br />Party may at any time thereafter insist upon strict performance of any and all of the provisions of <br />this Agreement. <br />Section 8.11. Owners as Independent Contractors <br />In performing under this Agreement, it is mutually understood that the Owners are acting <br />as independent contractors, and not an agent of the City. <br />Section 8.12. Supplemental Agreements <br />Other agreements and details concerning the obligations of the Parties under and with <br />respect to this Agreement are/or will be included in the Service and Assessment Plan, the <br />Assessment Ordinance, PID Bond Ordinance and/or Indenture. The Owners will provide any <br />continuing disclosures required under the Indenture and will execute a separate agreement <br />outlining Owners' continuing disclosure obligations, if required. <br />Section 8.13. City's Acceptance of Public Improvements <br />The City hereby agrees that it will not unreasonably withhold the final acceptance of any <br />of the Public Improvements and will work with the Owners in good faith to expedite review and <br />acceptance of such Public Improvements. <br />Section 8.14. Exhibits <br />The following exhibits are attached to and incorporated into this Agreement for all <br />purposes: <br />Exhibit A - <br />Definitions <br />Exhibit B - <br />Property <br />Exhibit B-1 - <br />Whisper MC Property <br />Exhibit B-2 - <br />Yarrington Property <br />Exhibit C - <br />Draft of Service and Assessment Plan <br />Exhibit D - <br />Public Improvements <br />Exhibit E - <br />Form of Certification for Payment <br />21 <br />WHISPER PID FINANCING AGREEMENT <br />