Res 2018-172/amending and restating the Trace Public Improvement District Financing Agreement

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Section 8.08. Counterparts This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which will together constitute the same instrument. Section 8.09. Entire Agreement This Agreement contains the entire agreement of the Parties. Section 8.10. Severability; Waiver If any provision of this Agreement is illegal, invalid, or unenforceable, under present or future laws, it is the intention of the parties that the remainder of this Agreement not be affected and, in lieu of each illegal, invalid, or unenforceable provision, a provision be added to this Agreement which is legal, valid, and enforceable and is as similar in terms to the illegal, invalid, or enforceable provision as is possible. Any failure by a Party to insist upon strict performance by the other party of any material provision of this Agreement will not be deemed a waiver or of any other provision, and such Party may at any time thereafter insist upon strict performance of any and all of the provisions of this Agreement. Section 8.11. Owner as Independent Contractor In performing under this Agreement, it is mutually understood that the Owner is acting as an independent contractor,and not an agent of the City. Section 8.12. Supplemental Agreements Other agreements and details concerning the obligations of the Parties under and with respect to this Agreement are/or will be included in the Original Service and Assessment Plan, the Assessment Ordinance, PID Bond Ordinance and/or Indenture. The Owner will provide any continuing disclosures required under the Indenture and will execute a separate agreement outlining Owner's continuing disclosure obligations, if required. Section 8.13. City's Acceptance of Public Improvements The City hereby agrees that it will not unreasonably withhold the final acceptance of any of the Public Improvements and will work with the Owner in good faith to expedite review and acceptance of such Public Improvements. Section 8.14. Agreement Regarding Fire Station The City hereby acknowledges and agrees that Owner's obligation to provide the Owner Contribution (as defined in the Agreement Regarding Fire Station) is contingent on the City having issued the Major Improvement PID Bonds. Owner will dedicate the fire station site pursuant to the terms of the Agreement Regarding Fire Station which has been approved by the City Council on the date of the Original Financing Agreement. 21