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18. Waiver. Failure to enforce or the waiver of any provision of this Agreement or <br /> any breach or nonperformance by either Party shall not be deemed a waiver by <br /> the other Party of the right in the future to demand strict compliance and <br /> performance of any provision of this Agreement. No officer or agent of the City is <br /> authorized to waive or modify any provision of this Agreement. No modifications <br /> to or recession of this Agreement may be made except by a written document <br /> signed by the Parties' authorized representatives. <br /> 19. Exhibits, Headings, Construction, and Counterparts. All schedules and exhibits <br /> referred to in or attached to this Agreement are incorporated into and made a part <br /> of this Agreement for all purposes. The various article, section, and paragraph <br /> headings contained in this Agreement are for convenience only and do not enlarge <br /> or limit the scope or meaning of the paragraphs. Wherever appropriate,words of <br /> the masculine gender may include the feminine or neuter, and the singular may <br /> include the plural, and vice versa. As used in this Agreement, the term <br /> "including" means "including without limitation' and the term "days" means <br /> calendar days, not business days. The Parties acknowledge that each of them has <br /> been actively and equally involved in the negotiation of this Agreement. <br /> Accordingly, the rule of construction that any ambiguities are to be resolved <br /> against the drafting party will not be employed in interpreting this Agreement or <br /> any exhibits hereto. This Agreement may be executed in any number of <br /> counterparts, each of which will be deemed to be an original, and all of which will <br /> together constitute the same instrument. <br /> 20. Time. Time is of the essence of this Agreement. In computing the number of days <br /> for purposes of this Agreement, all days will be counted, including Saturdays, <br /> Sundays, and legal holidays; however, if the final day of any time period falls on <br /> a Saturday, Sunday, or legal holiday, then the final day will be deemed to be the <br /> next day that is not a Saturday, Sunday, or legal holiday. <br /> 21. Authority for Execution. The City certifies, represents, and warrants that the <br /> execution of this Agreement has been duly authorized and adopted in conformity <br /> with applicable law and City ordinances. The Developers each hereby certify, <br /> represent, and warrant that the execution of this Agreement has been duly <br /> authorized and adopted in conformity with the constituent documents of each <br /> person or entity executing on its behalf. <br /> 22. Force Majeure. If, by reason of force majeure, any Party is rendered unable, in <br /> whole or in part,to carry out its obligations under this Agreement,the Party whose <br /> performance is so affected must give notice and the full particulars of such force <br /> majeure to the other Parties within a reasonable time after the occurrence of the <br /> event or cause relied upon, and the obligation of the Party giving such notice,will, <br /> Regional Wastewater Services & Facilities Cost Sharing Agreement Res. 2024-78R <br /> Page 27 of 47 <br />